Exhibit 4.1

                         Pooling and Servicing Agreement

<PAGE>


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


                  WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC.
                                    Depositor

                                       and

                       WACHOVIA BANK, NATIONAL ASSOCIATION
                                 Master Servicer

                                       and

                         CWCAPITAL ASSET MANAGEMENT LLC
                                Special Servicer

                                       and

                             WELLS FARGO BANK, N.A.
                                     Trustee

                         POOLING AND SERVICING AGREEMENT

                            Dated as of March 1, 2007

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

                                 $7,903,498,737

                  Commercial Mortgage Pass-Through Certificates

                                 Series 2007-C30


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

<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.................................
Section 2.02  Acceptance of the Trust Fund by Trustee......................
Section 2.03  Mortgage Loan Seller's Repurchase or Substitution of
               Mortgage Loans for Document Defects and Breaches of
               Representations and Warranties..............................
Section 2.04  Representations and Warranties of Depositor..................
Section 2.05  Conveyance of Mortgage Loans; Acceptance of REMIC I and
               Additional Interest Grantor Trusts by Trustee...............
Section 2.06  Issuance of the 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 and Class A-MFL Regular Interest...............
Section 2.09  Execution, Authentication and Delivery of Class A-MFL
               Certificates................................................
Section 2.10  Execution, Authentication and Delivery of Class Z
               Certificates................................................


                                 ARTICLE III

                ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01  Administration of the Mortgage Loans.........................
Section 3.02  Collection of Mortgage Loan Payments.........................
Section 3.03  Collection of Taxes, Assessments and Similar Items;
               Servicing Accounts; Reserve Accounts........................
Section 3.04  Certificate Account, Interest Reserve Account,
               Gain-on-Sale Reserve Account, Additional Interest
               Account, Distribution Account and Companion Distribution
               Account and Floating Rate Account...........................
Section 3.05  Permitted Withdrawals from the Certificate Account,
               Distribution Account, Interest Reserve Account,
               Additional Interest Account, Gain-on-Sale Reserve
               Account, Companion Distribution Account, Floating Rate
               Account and Interest Shortfall Account......................
Section 3.06  Investment of Funds in the Servicing Accounts, Reserve
               Accounts, Certificate Account, Floating Rate Account,
               Interest Reserve Account, Distribution Account,
               Companion Distribution Account, Additional Interest
               Account, Gain-on-Sale Reserve Account, REO Account and
               Interest Shortfall 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 Reports on Assessment of Compliance with Servicing
               Criteria and Annual Statement as to Compliance..............
Section 3.14  Attestation by Independent Public Accountants................
Section 3.15  Access to Certain Information................................
Section 3.16  Title to REO Property; REO Account...........................
Section 3.17  Management of REO Property...................................
Section 3.18  Resolution of Defaulted Mortgage Loans and REO Properties....
Section 3.19  Additional Obligations of Master Servicer and Special
               Servicer....................................................
Section 3.20  Modifications, Waivers, Amendments and Consents..............
Section 3.21  Transfer of Servicing Between Master Servicer and Special
               Servicer; Record Keeping....................................
Section 3.22  Sub-Servicing Agreements.....................................
Section 3.23  Representations and Warranties of Master Servicer and
               Special Servicer............................................
Section 3.24  Sub-Servicing Agreement Representation and Warranty..........
Section 3.25  Designation of Controlling Class Representative..............
Section 3.26  Companion Paying Agent.......................................
Section 3.27  Companion Register...........................................
Section 3.28  Future Debt Secured by Interests in Related Mortgagors.......
Section 3.29  Certain Matters Relating to the Future Securitization of
               the Pari Passu Companion Loans..............................
Section 3.30  Swap Contract................................................


                                  ARTICLE IV

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


                                  ARTICLE VI

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

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


                                 ARTICLE VII

                                   DEFAULT

Section 7.01  Events of Default............................................
Section 7.02  Trustee to Act; Appointment of Successor.....................
Section 7.03  Notification to Certificateholders and Companion Holders.....
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 and Warranties of Trustee....................
Section 8.16  Appointment of the Paying Agent..............................
Section 8.17  Reports to the Securities and Exchange Commission;
               Available Information.......................................
Section 8.18  Maintenance of Mortgage File.................................


                                  ARTICLE IX

                                 TERMINATION

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


                                  ARTICLE X

                          ADDITIONAL TAX PROVISIONS

Section 10.01 REMIC Administration.........................................
Section 10.02 Administration of the Additional Interest Grantor Trust......


                                  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 A-PB Certificate         A-5     Section 1.01 Definition of
                                               "Class A-PB Certificate"

Form of Class A-5 Certificate          A-6     Section 1.01 Definition of
                                               "Class A-5 Certificate"

Form of Class A-1A Certificate         A-7     Section 1.01 Definition of
                                               "Class A-1A Certificate"

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

Form of Class X-P Certificate          A-9     Section 1.01 Definition of
                                               "Class X-P Certificate"

Form of Class X-C Certificate         A-10     Section 1.01 Definition of
                                               "Class X-C Certificate"

Form of Class X-W Certificate         A-11     Section 1.01 Definition of
                                               "Class X-W Certificate"

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

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

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

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

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

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

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

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

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

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

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

Form of Class L Certificate           A-23     Section 1.01 Definition of
                                               "Class L Certificate"

Form of Class M Certificate           A-24     Section 1.01 Definition of
                                               "Class M Certificate"

Form of Class N Certificate           A-25     Section 1.01 Definition of
                                               "Class N Certificate"

Form of Class O Certificate           A-26     Section 1.01 Definition of
                                               "Class O Certificate"

Form of Class P Certificate           A-27     Section 1.01 Definition of
                                               "Class P Certificate"

Form of Class Q Certificate           A-28     Section 1.01 Definition of
                                               "Class Q Certificate"

Form of Class S Certificate           A-29     Section 1.01 Definition of
                                               "Class S Certificate"

Form of Class R-I Certificate         A-30     Section 1.01 Definition of
                                               "Class R-I Certificate"

Form of Class R-II Certificate        A-31     Section 1.01 Definition of
                                               "Class R-II Certificate"

Form of Class Z Certificate           A-32     Section 1.01 Definition of
                                               "Class Z 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(b)

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

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

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

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

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

Form of Transferee Certificate         F-4     Section 5.02(b)
  for Transfers Pursuant to
  Regulation S

Form of Transferee Certificate         F-5     Section 1.01 Definition of
  for Exchange or Transfer From                "Exchange Certificate";
  Domestic Global Certificate to               Section 5.02(b)
  Regulation S Global Certificate
  During the Restricted Period

Form of Transferee Certificate         F-6     Section 1.01 Definition of
  for Exchange or Transfer From                "Exchange Certificate";
  Domestic Global Certificate to               Section 5.02(b)
  Regulation S Global Certificate
  After the Restricted Period

Form of Transferee Certificate          G      Section 5.02(c)

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

Form of Transferor Certificate         H-2     Section 5.02(d)(i)(D)
  Pursuant to
  Section 5.02(d)(i)(D)

Form of Notice and Acknowledgment      I-1     Section 6.09

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

List of Earnout and Holdback            J      Section 3.20(j)
  Mortgage Loans

Form of Certificateholder              K-1     Section 1.01 Definition of
  Confirmation Certificate                     "Privileged Person";
  Request by Beneficial Holder                 Section 3.15(a)

Form of Prospective Purchaser          K-2     Section 1.01 Definition of
  Certificate                                  "Privileged Person";
                                               Section 3.15(a)
Initial Companion Holders               L      Section 3.27

Form of Purchase Option Notice          M      Section 3.18(e)

Form of Defeasance Certificate          N      Section 3.20(h)

Form of Depositor Certification         O      Section 8.17(k)(v);
                                               Section 8.17(n)

Form of Trustee Certification           P      Section 8.17(n)

Form of Master Servicer                Q-1     Section 8.17(n)
  Certification

Form of Special Servicer               Q-2     Section 8.17(n)
  Certification

Class A-PB Planned Principal            R      Section 1.01 Definition of
  Balance Schedule                             "Class A-PB Planned Principal
                                               Balance"
Relevant Servicing Criteria             S      Section 1.01 Definition of
                                               "Relevant Servicing Criteria";
                                               Section 3.13(a)

Class X-P Reference Rate Schedule       T      Section 1.01 Definition of
                                               "Class X-P Reference Rate
                                               Schedule"

Additional Form 10-D Disclosure         U      Section 8.17(i)

Additional Disclosure Notification      V      Section 1.01 Definition of
                                               "Additional Disclosure
                                               Notification"; Section 8.17(i);
                                               Section 8.17(j); 8.17(k)

Additional Form 10-K Disclosure         W      Section 8.17(k)

Form 8-K Disclosure Information         X      Section 8.17(j)

Sub-Servicer List                       Y      Section 3.13(b); Section 3.14;
                                               Section 7.01(a)(xi)

Tenants-in-Common Transfer              Z      Section 1.01 Definition of
  Compliance                                   "Tenants-In-Common Loan";
                                               Section 3.08(a)(ii)

Officer's Certificate of Master        AA      Section 3.08(a)(ii)
  Servicer re: Tenants-in-Common
  Approvals

<PAGE>

                         POOLING AND SERVICING AGREEMENT

            This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of March 1, 2007, among WACHOVIA COMMERCIAL MORTGAGE SECURITIES,
INC., as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer,
CWCAPITAL ASSET MANAGEMENT LLC, as Special Servicer, and WELLS FARGO BANK, N.A.,
as Trustee.

                             PRELIMINARY STATEMENT:

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

                                     REMIC I

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

                                   REMIC II

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

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


<PAGE>

<TABLE>
<CAPTION>
                                 Corresponding                                            Corresponding
                   Original         REMIC I         Original                              Components of
                    Class           Regular         REMIC I            REMIC I               Class X
Corresponding     Principal        Interests       Principal         Pass-Through         Certificates
Certificates       Balance            (1)           Balance             Rate                   (1)
-------------   --------------   -------------   --------------   -----------------       -------------
<S>             <C>              <C>             <C>              <C>                     <C>
Class A-1          $35,195,000      LA-1-1          $16,393,000                  (2)         X-A-1-1
                                    LA-1-2           $2,107,000                  (2)         X-A-1-2
                                    LA-1-3          $16,695,000                  (2)         X-A-1-3
Class A-2         $100,000,000      LA-2-1          $78,230,000                  (2)         X-A-2-1
                                    LA-2-2          $21,770,000                  (2)         X-A-2-2
Class A-3         $908,744,000      LA-3-1          $88,503,000                  (2)         X-A-3-1
                                    LA-3-2         $108,055,000                  (2)         X-A-3-2
                                    LA-3-3         $118,414,000                  (2)         X-A-3-3
                                    LA-3-4         $102,768,000                  (2)         X-A-3-4
                                    LA-3-5          $99,385,000                  (2)         X-A-3-5
                                    LA-3-6         $139,021,000                  (2)         X-A-3-6
                                    LA-3-7         $252,598,000                  (2)         X-A-3-7
Class A-4         $195,542,000       LA-4          $195,542,000                  (2)          X-A-4
Class A-PB        $126,906,000       LA-PB         $126,906,000                  (2)         X-A-PB
Class A-5       $1,876,383,000      LA-5-1         $250,856,000                  (2)         X-A-5-1
                                    LA-5-2          $80,059,000                  (2)         X-A-5-2
                                    LA-5-3          $77,209,000                  (2)         X-A-5-3
                                    LA-5-4          $79,694,000                  (2)         X-A-5-4
                                    LA-5-5         $204,085,000                  (2)         X-A-5-5
                                    LA-5-6       $1,184,480,000                  (2)         X-A-5-6
Class A-1A      $2,289,679,000      LA-1A-1            $178,000                  (2)        X-A-1A-1
                                    LA-1A-2            $216,000                  (2)        X-A-1A-2
                                    LA-1A-3         $38,099,000                  (2)        X-A-1A-3
                                    LA-1A-4         $44,386,000                  (2)        X-A-1A-4
                                    LA-1A-5         $43,093,000                  (2)        X-A-1A-5
                                    LA-1A-6         $49,287,000                  (2)        X-A-1A-6
                                    LA-1A-7         $40,836,000                  (2)        X-A-1A-7
                                    LA-1A-8         $69,578,000                  (2)        X-A-1A-8
                                    LA-1A-9         $38,346,000                  (2)        X-A-1A-9
                                   LA-1A-10        $127,180,000                  (2)        X-A-1A-10
                                   LA-1A-11         $33,822,000                  (2)        X-A-1A-11
                                   LA-1A-12         $32,761,000                  (2)        X-A-1A-12
                                   LA-1A-13         $31,820,000                  (2)        X-A-1A-13
                                   LA-1A-14         $30,858,000                  (2)        X-A-1A-14
                                   LA-1A-15      $1,709,219,000                  (2)        X-A-1A-15
Class A-M         $540,349,000       LA-M          $540,349,000                  (2)          X-A-M
Class A-MFL       $250,000,000      LA-MFL         $250,000,000                  (2)(3)      X-A-MFL
Class A-J         $671,798,000       LA-J          $671,798,000                  (2)          X-A-J
Class B            $49,397,000        LB            $49,397,000                  (2)           X-B
Class C            $79,035,000       LC-1           $25,006,000                  (2)          X-C-1
                                     LC-2           $54,029,000                  (2)          X-C-2
Class D            $69,155,000       LD-1           $43,369,000                  (2)          X-D-1
                                     LD-2           $25,786,000                  (2)          X-D-2
Class E            $59,277,000       LE-1           $50,141,000                  (2)          X-E-1
                                     LE-2            $9,136,000                  (2)          X-E-2
Class F            $69,155,000       LF-1            $9,002,000                  (2)          X-F-1
                                     LF-2           $19,203,000                  (2)          X-F-2
                                     LF-3           $40,950,000                  (2)          X-F-3
Class G            $98,794,000       LG-1           $41,200,000                  (2)          X-G-1
                                     LG-2           $57,594,000                  (2)          X-G-2
Class H            $79,035,000       LH-1           $50,418,000                  (2)          X-H-1
                                     LH-2           $28,617,000                  (2)          X-H-2
Class J            $88,914,000       LJ-1           $67,093,000                  (2)          X-J-1
                                     LJ-2           $21,821,000                  (2)          X-J-2
Class K            $79,035,000       LK-1           $71,529,000                  (2)          X-K-1
                                     LK-2            $7,506,000                  (2)          X-K-2
Class L            $39,518,000        LL            $39,518,000                  (2)           X-L
Class M            $19,759,000        LM            $19,759,000                  (2)           X-M
Class N            $29,638,000        LN            $29,638,000                  (2)           X-N
Class O            $19,758,000        LO            $19,758,000                  (2)           X-O
Class P             $9,880,000        LP             $9,880,000                  (2)           X-P
Class Q            $19,759,000        LQ            $19,759,000                  (2)           X-Q
Class S            $98,793,737        LS            $98,793,737                  (2)           X-S
</TABLE>

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

(2)   The Weighted Average Net Mortgage Rate.

(3)   REMIC I Regular Interest LA-MFL does not correspond to any Class of
      Certificates, but rather corresponds to the Class A-MFL Regular Interest.
      The pass through rate applicable to the Class A-MFL Certificates on each
      distribution date will be a per annum rate equal to LIBOR plus 0.20%.
      Subject to the provisions of this Agreement and the Swap Contract, the
      pass-through rate applicable to the Class A-MFL Certificates may convert
      to a fixed rate equal to 5.313% per annum.

            The portion of the Trust Fund consisting of the Additional Interest
and amounts held from time to time in the Additional Interest Account that
represent Additional Interest shall be treated as a grantor trust (the
"Additional Interest Grantor Trust") for federal income tax purposes. The Class
Z Certificates represent undivided beneficial interests in the Additional
Interest Grantor Trust. The Class A-MFL Regular Interest, the Swap Contract, the
Floating Rate Account and the proceeds thereof shall be treated as another
grantor trust (the "A-MFL Grantor Trust") for federal income tax purposes. The
Class A-MFL Certificates represent an undivided beneficial interest in the Class
A-MFL Grantor Trust. As provided herein, the Trustee shall take all actions
necessary to ensure that the portions of the Trust Fund consisting of the
Grantor Trusts maintain their respective status as a "grantor trust" under
federal income tax law and not be treated as part of either REMIC I or REMIC II.

            Each of the mortgage loans referred to in this Agreement as the
Peter Cooper Village & Stuyvesant Town Pari Passu Companion Loans, the Peter
Cooper Village & Stuyvesant Town Future Pari Passu Companion Loan, if advanced,
the Five Times Square Pari Passu Companion Loans and the Five Times Square
Subordinate Companion Loan, the State Street Financial Center Pari Passu
Companion Loan, the 485 Lexington Avenue Pari Passu A-3 Companion Loan, the One
Congress Street Subordinate Companion Loan, the PNC Corporate Plaza Subordinate
Companion Loan, the Spring Mill Corporate Center Subordinate Companion Loan, the
Sealy Pool B Subordinate Companion Loan, the Eastland Center Subordinate
Companion Loan, The Morgan Apartments Subordinate Companion Loan, the Tyco
International Building Subordinate Companion Loan, the Time Warner Building
Subordinate Companion Loan, the Environmental Technologies Subordinate Companion
Loan, the Gateway Executive Center Subordinate Companion Loan, the Sandy Retail
Center Subordinate Companion Loan and the Virginia Village Apartments
Subordinate Companion Loan, (each, a "Companion Loan" and, collectively, the
"Companion Loans") are not and will not be part of the Trust Fund but are
secured by corresponding Mortgages that secure certain related Mortgage Loans
that are identified on the Mortgage Loan Schedule as the Peter Cooper Village &
Stuyvesant Town Loan (loan number 1), the Five Times Square Loan (loan number 2)
(with respect to each of the Five Times Square Pari Passu Companion Loans #1 and
#2 and the Five Times Square Subordinate Companion Loan), the State Street
Financial Center Loan (loan number 4), the 485 Lexington Avenue Loan (loan
number 5), the One Congress Street Loan (loan number 7), the PNC Corporate Plaza
Loan (loan number 14), the Spring Mill Corporate Center Loan (loan number 18),
the Sealy Pool B Loan (loan number 29), the Eastland Center Loan (loan number
33), The Morgan Apartments Loan, (loan number 43), the Tyco International
Building Loan (loan number 45), the Time Warner Building Loan (loan number 80),
the Environmental Technologies Loan, (loan number 85), the Gateway Executive
Center Loan (loan number 159), the Sandy Retail Center Loan (loan number 171)
and the Virginia Village Apartments Loan, (loan number 218), (each, a "Co-Lender
Loan" and collectively, the "Co-Lender Loans") that are part of the Trust Fund.

            The Peter Cooper Village & Stuyvesant Town Loan, the Peter Cooper
Village & Stuyvesant Town Pari Passu Companion Loans and the Peter Cooper
Village & Stuyvesant Town Future Pari Passu Companion Loan, if advanced, are and
will be pari passu in right of entitlement with each other. The Five Times
Square Loan, the Five Times Square Pari Passu Companion Loan #1 and the Five
Times Square Pari Passu Companion Loan #2 are pari passu in right of entitlement
with each other. The Five Times Square Subordinate Companion Loan is subordinate
in right of entitlement to the Five Times Square Loan and the Five Times Square
Pari Passu Companion Loans. The State Street Financial Center Loan and the State
Street Financial Center Pari Passu Companion Loan are pari passu in right of
entitlement with each other. The 485 Lexington Avenue Loan and the 485 Lexington
Avenue Pari Passu Companion Loans are pari passu in right of entitlement with
each other. The One Congress Street Subordinate Companion Loan is subordinate in
right of entitlement to the One Congress Street Loan. The PNC Corporate Plaza
Subordinate Companion Loan is subordinate in right of entitlement to the PNC
Corporate Plaza Loan. The Spring Mill Corporate Center Subordinate Companion
Loan is subordinate in right of entitlement to the Spring Mill Corporate Center
Loan. The Sealy Pool B Subordinate Companion Loan is subordinate in right of
entitlement to the Sealy Pool B Loan. The Eastland Center Subordinate Companion
Loan is subordinate in right of entitlement to the Eastland Center Loan. The
Morgan Apartments Subordinate Companion Loan is subordinate in right of
entitlement to The Morgan Apartments Loan. The Tyco International Subordinate
Companion Loan is subordinate in right of entitlement to the Tyco International
Loan. The Time Warner Building Subordinate Companion Loans are subordinate in
right of entitlement to the Time Warner Building Loan. The Environmental
Technologies Subordinate Companion Loans are subordinate in right of entitlement
to the Environmental Technologies Loan. The Gateway Executive Center Subordinate
Companion Loan is subordinate in right of entitlement to the Gateway Executive
Center Loan. The Sandy Retail Center Subordinate Companion Loan is subordinate
in right of entitlement to the Sandy Retail Center Loan. The Virginia Village
Apartments Subordinate Companion Loan is subordinate in right of entitlement to
the Virginia Village Apartments Loan. As and to the extent provided herein, each
of the Companion Loans (other than the State Street Financial Center Pari Passu
Companion Loan) will be serviced and administered in accordance with this
Agreement. Each of the State Street Financial Center Loan and the State Street
Financial Center Pari Passu Companion Loan will be serviced and administered in
accordance with the pooling and servicing agreement (the "LB-UBS 2007-C1 Pooling
and Servicing Agreement"), dated as of February 12, 2007, by and among
Structured Asset Securities Corporation II, as depositor (the "LB-UBS 2007-C1
Depositor"), KeyCorp Real Estate Capital Markets, Inc., as master servicer (the
"LB-UBS 2007-C1 Master Servicer"), Midland Loan Services, Inc., as special
servicer (the "LB-UBS 2007-C1 Special Servicer"), LaSalle Bank National
Association, as trustee (the "LB-UBS 2007-C1 Trustee"), pursuant to which the
LB-UBS Commercial Mortgage Trust 2007-C1, Commercial Mortgage Pass Through
Certificates, Series 2007-C1 were issued and the trust fund (the "LB-UBS 2007-C1
Trust Fund") was created. 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.

            "485 Lexington Avenue Intercreditor Agreement": The Intercreditor
and Servicing Agreement, dated as of January 22, 2007, by and between Wachovia,
as A-1 Lender, Column Financial, Inc., as A-2 Lender, and Morgan Stanley
Mortgage Capital Inc., as A-3 Lender, relating to the 485 Lexington Avenue Whole
Loan.

            "485 Lexington Avenue Loan": That certain Mortgage Loan which is
included in the Trust Fund (identified as loan number 5 on the Mortgage Loan
Schedule).

            "485 Lexington Avenue Pari Passu Companion Loan": That certain
mortgage loan evidenced by a note, which is not an asset of the Trust Fund,
secured by the Mortgaged Property securing the 485 Lexington Avenue Loan and
pari passu in right of entitlement with the 485 Lexington Avenue Pool Loan.

            "485 Lexington Avenue Whole Loan": The 485 Lexington Avenue Loan,
together with the 485 Lexington Avenue Pari Passu Companion Loan.

            "Accrued Certificate Interest": With respect to any Class of Regular
Certificates and the Class A-MFL Regular Interest (other than each Class of the
Class X Certificates) for any Distribution Date, one month's interest at the
Pass-Through Rate applicable to such Class of Certificates and the Class A-MFL
Regular Interest, for such Distribution Date, accrued for the related Interest
Accrual Period on the related Class Principal Balance outstanding immediately
prior to such Distribution Date; with respect to the Class X-P and Class X-C
Certificates for any Distribution Date, in each case, the sum of the Accrued
Component Interest for the related Interest Accrual Period for of their
respective Components for such Distribution Date; and with respect to the Class
X-W Certificates for any Distribution Date, the sum of the Accrued Component
Interest for the related Interest Accrual period for each of the 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 (other than the Class A-MFL Certificates) and the Class A-MFL
Regular Interest for any Distribution Date, shall be deemed to accrue during the
calendar month preceding the month in which such Distribution Date occurs.
Accrued Certificate Interest with respect to the Class A-MFL Certificates shall
be calculated on an Actual/360 Basis, and for any Distribution Date, shall be
deemed to accrue during the period from and including the Distribution Date in
the month preceding the month in which the related Distribution Date occurs (or
in the case of the first Distribution Date, the Closing Date) to but excluding
the related Distribution Date; provided, however, that if a Class A-MFL
Distribution Conversion has occurred, Accrued Certificate Interest with respect
to the Class A-MFL Certificates shall be the same as for the Class A-MFL Regular
Interest.

            "Accrued Component Interest": With respect to each Component of the
Class X-P, Class X-C and Class X-W Certificates for any Distribution Date, one
month's interest at the Class X-P Strip Rate, Class X-C Strip Rate or Class X-W
Strip Rate, as the case may be, 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 Disclosure Notification": The form of notification,
which is attached hereto as Exhibit V, to be included with any Additional Form
10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure
Information.

            "Additional Form 10-D Disclosure": As defined in Section 8.17(i).

            "Additional Form 10-K Disclosure": As defined in Section 8.17(k).

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

            "Additional Interest Account": The segregated account, accounts or
subaccounts created and maintained by the Trustee pursuant to Section 3.04(d)
which shall be entitled "Wells Fargo Bank, N.A., as Trustee, in trust for the
registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2007-C30, Additional Interest
Account." The Additional Interest Account shall not be an asset of either REMIC
I or REMIC II.

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

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

            "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 Servicer": Each Affiliate of the Master Servicer that
services any of the Mortgage Loans and each Person who is not an Affiliate of
the Master Servicer, other than the Special Servicer or the Trustee, who
services 10% or more of the Mortgage Loans.

            "Additional Trust Fund Expense": Any Special Servicing Fees, Workout
Fees, Liquidation Fees and, in accordance with Sections 3.03(d) and 4.03(d),
interest payable to the Master Servicer and/or the Trustee on Advances (to the
extent not offset by Penalty Interest and late payment charges), the cost of
contracting with a Determination Party as set forth in Section 2.03 and amounts
payable to the Special Servicer in connection with inspections of Mortgaged
Properties required pursuant to the first sentence of Section 3.12(a) (and not
otherwise paid from Penalty Interest and late payment charges), as well as
(without duplication) any of the expenses of the Trust Fund that may be
withdrawn (x) pursuant to any of clauses (ix), (x), (xiii), (xiv), (xv) and
(xxi) of Section 3.05(a) out of general collections on the Mortgage Loans and
any REO Properties on deposit in the Certificate Account or (y) pursuant to
clause (ii) or any of clauses (iv) through (vi) of Section 3.05(b) out of
general collections on the Mortgage Loans and any REO Properties on deposit in
the Distribution Account; provided that for purposes of the allocations
contemplated by Section 4.04, no such expense shall be deemed to have been
incurred by the Trust Fund until such time as the payment thereof is actually
made from the Certificate Account or the Distribution Account, as the case may
be.

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

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

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

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

            "Adverse Grantor Trust Event": As defined in Section 10.02(g).

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

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

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

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

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

            "Appraisal Reduction Amount": The excess, if any, of (a) the sum of
(without duplication), as calculated by the Master Servicer as of the first
Determination Date immediately succeeding the Master Servicer obtaining
knowledge of the occurrence of the Required Appraisal Date if no new Required
Appraisal is required or the date on which a Required Appraisal (or letter
update or internal valuation, if applicable) is obtained and each Determination
Date thereafter so long as the related Mortgage Loan remains a Required
Appraisal Mortgage Loan (i) the Stated Principal Balance of the subject Required
Appraisal Mortgage Loan and any related Companion Loans related thereto, (ii) to
the extent not previously advanced by or on behalf of the Master Servicer or the
Trustee (or, with respect to the LB-UBS 2007-C1 Serviced Mortgage Loan, by the
LB-UBS 2007-C1 Master Servicer), all unpaid interest on the Required Appraisal
Mortgage Loan (including, for such purposes, any related Pari Passu Companion
Loan or any related Subordinate Companion Loan serviced hereunder) through the
most recent Due Date prior to such Determination Date at a per annum rate equal
to the related Net Mortgage Rate and the related fixed annualized rate of
interest scheduled to accrue for the related Companion Loans (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 and any related Companion
Loans, plus, with respect to any Pari Passu Companion Loan (other than the
Non-Serviced Companion Loan), any similar fees and expenses, (iv) all related
unreimbursed Advances and any Advances related to such Required Appraisal
Mortgage Loan (including, for such purposes, any related Pari Passu Companion
Loan or any related Subordinate Companion Loan serviced hereunder) that were
reimbursed out of general collections from the pool of Mortgage Loans (plus
accrued interest thereon) made by or on behalf of the Master Servicer or the
Trustee with respect to such Required Appraisal Mortgage Loan and (v) all
currently due and unpaid real estate taxes and unfunded improvement reserves and
assessments, insurance premiums, and, if applicable, ground rents in respect of
the related Mortgaged Property over (b) an amount equal to the sum of (i) the
Required Appraisal Value and (ii) all escrows, reserves and letters of credit
held for the purposes of reserves (provided such letters of credit may be drawn
upon for reserve purposes under the related Mortgage Loan documents) held with
respect to such Required Appraisal Mortgage Loan. If the Special Servicer fails
to obtain a Required Appraisal (or letter update or internal valuation, if
applicable) within the time limit described in Section 3.09(a), the Appraisal
Reduction Amount for the related Required Appraisal Mortgage Loan will equal 25%
of the outstanding principal balance of such Required Appraisal Mortgage Loan
(including, for such purposes, any related Pari Passu Companion Loan or any
related Subordinate Companion Loan serviced hereunder) to be adjusted upon
receipt of a Required Appraisal or letter update or internal valuation, if
applicable. In the event a Mortgagor fails to make a Balloon Payment on a
scheduled maturity date and no Appraisal has been received within 120 days of
such failure, the Appraisal Reduction Amount for the related Mortgage Loan
(including, for such purposes, any related Pari Passu Companion Loan or any
related Subordinate Companion Loan serviced hereunder) will equal 25% of the
outstanding principal balance of such Mortgage Loan (including, for such
purposes, any related Pari Passu Companion Loan or any related Subordinate
Companion Loan serviced hereunder), to be adjusted upon receipt of the new
Appraisal. Any Appraisal Reduction Amount for a Co-Lender Loan shall be
allocated as provided in Section 4.04(d).

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

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

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

            "Artesia Mortgage Loan Purchase Agreement": That certain mortgage
loan purchase agreement, dated as of March 1, 2007, between the Depositor and
Artesia, and relating to the transfer of the Artesia Mortgage Loans to the
Depositor.

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

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

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

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

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

            "Available Distribution Amount": With respect to any Distribution
Date, an amount equal to, with respect to each Mortgage Loan, (a) the sum
(including, with respect to the LB-UBS 2007-C1 Serviced Mortgage Loan, any
amounts remitted by or advanced pursuant to the LB-UBS 2007-C1 Pooling and
Servicing Agreement) of, without duplication, (i) the aggregate of the amounts
on deposit in the Certificate Account and the Distribution Account (without
regard to any payments made to or received from the Swap Counterparty) as of the
close of business on the last day of the related Collection Period and the
amounts collected by or on behalf of the Master Servicer as of the close of
business on the last day of such Collection Period and required to be deposited
in the Certificate Account; (ii) the aggregate amount of any P&I Advances made
by the Master Servicer or the Trustee for distribution on the Certificates
(other than the Class A-MFL Certificates) and the Class A-MFL Regular Interest
on such Distribution Date pursuant to Section 4.03; (iii) the aggregate amount
transferred from the REO Account (if established) to the Certificate Account as
of the last day of the related Collection Period, on or prior to the P&I Advance
Date in such month, pursuant to Section 3.16(c); (iv) the aggregate amount
deposited by the Master Servicer in the Certificate Account for such
Distribution Date pursuant to Section 3.19 in connection with Prepayment
Interest Shortfalls; and (v) for each Distribution Date occurring in March, and
for the final Distribution Date if the final Distribution Date occurs in
February, 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); and (vi) for the initial Distribution Date only, the Interest
Shortfall Amount deposited into the Distribution Account pursuant to Section
3.05, 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)-(xvi), (xx),
(xxi) and (xxiii) of Section 3.05(a) or (B) the Distribution Account pursuant to
clauses (ii)-(vii) of Section 3.05(b), (iii) Prepayment Premiums and Yield
Maintenance Charges, (iv) Additional Interest, (v) with respect to the
Distribution Date occurring in February of each year and in January of each year
that is not a leap year (unless, in either case, the related Distribution Date
is the final Distribution Date), the Interest Reserve Amounts with respect to
the Interest Reserve Loans to be withdrawn from the Certificate Account and
remitted to the Trustee for deposit in the Interest Reserve Account in respect
of such Distribution Date and held for future distribution pursuant to Section
3.04(c), (vi) for the initial Distribution Date only and each Mortgage Loan
originated in February 2007 that has its first Due Date in April 2007, any
interest amounts relating to the period prior to the Cut-Off Date of such
Mortgage Loan payable to the related Mortgage Loan Seller; and (vii) any amounts
deposited in the Certificate Account or the Distribution Account in error. The
Available Distribution Amount will not include any amounts required to be
distributed pursuant to the terms of any Intercreditor Agreement or this
Agreement to a Companion Holder.

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

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

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

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

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

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

            "Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York, or the cities in which the
Corporate Trust Office of the Trustee (which as of the Closing Date is Columbia,
Maryland), the offices of the Master Servicer (which as of the Closing Date is
Charlotte, North Carolina) or the offices of the Special Servicer (which as of
the Closing Date is Needham, Massachusetts) 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 2007-C30, as
executed by the Certificate Registrar and authenticated and delivered hereunder
by the Authenticating Agent.

            "Certificate Account": The segregated account or accounts created
and maintained by the Master Servicer pursuant to Section 3.04(a) on behalf of
the Trustee in trust for Certificateholders, which shall be entitled "Wachovia
Bank, National Association, as Master Servicer for Wells Fargo Bank, N.A., as
Trustee, on behalf of and in trust for the registered holders of Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2007-C30." Subject to the related Intercreditor Agreement and taking into
account that (i) each Subordinate Companion Loan is subordinate to its related
Co-Lender Loan to the extent set forth in the related Intercreditor Agreement,
and (ii) the Pari Passu Companion Loans are pari passu with the related
Co-Lender Loan, each subaccount described in the next to last paragraph of
Section 3.04(a) that is part of the Certificate Account shall be for the benefit
of the related Companion Holder, to the extent funds on deposit in such
subaccount are attributed to the related Companion Loan.

            "Certificate Deferred Interest": The amount by which interest
distributable to any Class of Sequential Pay Certificates (other than the Class
A-MFL Certificates) or the Class A-MFL Regular Interest is reduced by the amount
of Mortgage Deferred Interest allocable to such Class of Certificates or the
Class A-MFL Regular Interest on any Distribution Date.

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

            "Certificate Notional Amount": With respect to any Class X-P
Certificate, Class X-C Certificate or Class X-W 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 applicable Class X-P Notional Amount, Class X-C Notional Amount or
Class X-W Notional Amount, respectively.

            "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. The aggregate
Certificate Principal Balance of the Class A-MFL Certificates shall be equal at
all times to the Class Principal Balance of the Class A-MFL Regular Interest.

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

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

            "Class": Collectively, all of the Certificates bearing the same
alphabetical and, if applicable, numerical class designation and each designated
REMIC I Regular Interest.

            "Class A Certificates": The Class A-1, Class A-2, Class A-3, Class
A-4, Class A-PB, Class A-5 and Class A-1A Certificates.

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

            "Class A-1A Certificate": Any one of the Certificates with a "Class
A-1A" designation on the face thereof, substantially in the form of Exhibit A-7
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 A-5 Certificate": Any one of the Certificates with a "Class
A-5" designation on the face thereof, substantially in the form of Exhibit A-6
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

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

            "Class A-M Certificate": Any one of the Certificates with a "Class
A-M" 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 A-MFL Available Funds": With respect to any Distribution
Date, the sum of (i) the total amount of all principal and/or interest
distributions on or in respect of the Class A-MFL Regular Interest with respect
to such Distribution Date and (ii) the amounts, if any, received from the Swap
Counterparty pursuant to the Swap Contract for such Distribution Date, less
(iii) with respect to interest distributions, all regularly scheduled fixed
interest amounts (prior to the termination of the Swap Contract or prior to the
occurrence and during the continuance of a Swap Default, exclusive of any Yield
Maintenance Charges or Prepayment Premiums allocated in respect of the Class
A-MFL Regular Interest) required to be paid to the Swap Counterparty pursuant to
the Swap Contract for such Distribution Date.

            "Class A-MFL Certificate": Any one of the Certificates with a "Class
A-MFL" designation on the face thereof, substantially in the form of Exhibit A-8
attached hereto, and evidencing an undivided beneficial interest in the Class
A-MFL Grantor Trust.

            "Class A-MFL Distribution Conversion": With respect to any
Distribution Date (i) upon the occurrence and during the continuation of a Swap
Default while the Trustee (or the Paying Agent on its behalf) is pursuing
remedies under the Swap Contract pursuant to Section 3.30 or (ii) immediately
upon and following the termination of the Swap Contract until a replacement swap
contract is entered into, if any, the conversion of distributions to the Class
A-MFL Certificates from distributions based, in part, on floating interest
payments from the Swap Counterparty under the Swap Contract to distributions
based solely on fixed interest distributions in respect of the Class A-MFL
Regular Interest, as specified in Section 4.01(j).

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

            "Class A-MFL Grantor Trust Assets": The segregated pool of assets
consisting of the Class A-MFL Regular Interest, the Swap Contract, the Floating
Rate Account and the proceeds thereof, the beneficial ownership of which is
represented by the Class A-MFL Certificates.

            "Class A-MFL Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (i) amounts in respect of
interest received in respect of the Class A-MFL Regular Interest for such
Distribution Date and (ii) the Floating Swap Payment, less (iii) the Fixed Swap
Payment for such Distribution Date.

            "Class A-MFL Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the amount of principal allocated pursuant
to Section 4.01(j) in respect of the Class A-MFL Regular Interest on such
Distribution Date.

            "Class A-MFL Regular Interest:" The uncertificated interest in REMIC
II, designated as "Class A-MFL", constituting a "regular interest" in REMIC II
for purposes of the REMIC Provisions and having characteristics attributable
thereto in this Agreement.

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

            "Class A-PB Planned Principal Balance": The planned principal amount
set forth on Exhibit R hereto relating to principal payments for the Class A-PB
Certificates.

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

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

            "Class K Certificate": Any one of the Certificates with a "Class K"
designation on the face thereof, substantially in the form of Exhibit A-22
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class L Certificate": Any one of the Certificates with a "Class L"
designation on the face thereof, substantially in the form of Exhibit A-23
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class M Certificate": Any one of the Certificates with a "Class M"
designation on the face thereof, substantially in the form of Exhibit A-24
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-25
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-26
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class P Certificate": Any one of the Certificates with a "Class P"
designation on the face thereof, substantially in the form of Exhibit A-27
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

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

            "Class Q Certificate": Any one of the Certificates with a "Class Q"
designation on the face thereof, substantially in the form of Exhibit A-28
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "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-30
attached hereto, and evidencing the sole class of residual interests in REMIC I
for purposes of the REMIC Provisions.

            "Class R-II Certificate": Any one of the Certificates with a "Class
R-II" designation on the face thereof, substantially in the form of Exhibit A-31
attached hereto, and evidencing the sole class of "residual interests" in REMIC
II for purposes of the REMIC Provisions.

            "Class S Certificate": Any one of the Certificates with a "Class S"
designation on the face thereof, substantially in the form of Exhibit A-29
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

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

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

            "Class X-C Notional Amount": With respect to the Class X-C
Certificates and any date of determination, the product of (i) 25% and (ii) the
sum of the then Component Notional Amounts of all of the Components.

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

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

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

Component                                                        Cross-Over Date
---------                                                        ---------------
Component X-A-1-2 and Component X-A-1A-2                         September 2007
Component X-A-1-3, Component X-A-1A-3 and                        March 2008
  Component X-A-2-1
Component X-A-2-2, Component X-A-1A-4 and                        September 2008
  Component X-A-3-1
Component  X-A-3-2 and Component X-A-1A-5                        March 2009
Component X-A-3-3, Component X-A-1A-6 and                        September 2009
  Component X-K-1
Component X-A-3-4, Component X-A-1A-7, Component X-J-1           March 2010
  and Component X-K-2
Component X-A-3-5, Component X-A-1A-8, Component X-H-1           September 2010
  and Component X-J-2
Component X-A-3-6, Component X-A-1A-9, Component X-G-1           March 2011
  and Component X-H-2
Component X-A-3-7, Component X-A-1A-10, Component X-A-4,         September 2011
  Component X-A-PB, Component X-A-5-1, Component X-F-1 and
  Component X-G-2
Component X-A-5-2, Component X-A-1A-11 and Component X-F-2       March 2012
Component X-A-5-3, Component X-A-1A-12, Component X-E-1 and      September 2012
  Component X-F-3
Component X-A-5-4, Component X-A-1A-13, Component X-D-1 and      March 2013
  Component X-E-2
Component X-A-5-5, Component X-A-1A-14, Component X-C-1 and      September 2013
  Component X-D-2
Component X-A-5-6, Component X-A-1A-15, Component X-A-M,         March 2014
  Component X-A-MFL, Component X-A-J, Component X-B and
  Component X-C-2

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

            "Class X-P Notional Amount": As of any date of determination, the
product of (i) 25% and (ii) the sum of the then Component Notional Amounts of
the Class X-P Components, excluding those Class X-P Components for which the
Class X-P Component Crossover Date has previously passed.

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

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

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

            "Class X-W Notional Amount": With respect to the Class X-W
Certificates and any date of determination, the product of (i) 75% and (ii) the
sum of the then Component Notional Amounts of all the Components.

            "Class X-W Strip Rate": With respect to any Class of Components for
any Distribution Date, a rate per annum equal to (i) the Weighted Average Net
Mortgage Rate for such Distribution Date, minus (ii) the Pass-Through Rate for
the Corresponding Certificates (or in the case of the Class A-MFL Certificates,
the Pass-Through Rate applicable to the Class A-MFL Regular Interest).

            "Class Z Certificate": Any one of the Certificates with a "Class Z"
designation on the face thereof, substantially in the form of Exhibit A-32
attached hereto, and evidencing an undivided beneficial interest in the
Additional Interest Grantor Trust that is described in Section 4.01(b).

            "Closing Date": March 28, 2007.

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

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

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

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

            "CMSA Comparative Financial Status Report": The report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Comparative Financial Status Report" available as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information as may from time to time be approved by the CMSA for commercial
mortgage securities transactions generally. In connection with preparing the
CMSA Comparative Financial Status Report, the Master Servicer shall process (a)
interim financial statements beginning with interim financial statements for the
fiscal quarter ending June 30, 2007, and (b) annual financial statements
beginning with annual financial statements for the 2007 fiscal year.

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

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

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

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

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

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

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

            "CMSA Operating Statement Analysis": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Operating Statement Analysis Report" available as of the Closing Date on
the CMSA Website or in such other form for the presentation of such information
and containing such additional information as may from time to time be approved
by the CMSA for commercial mortgage-backed securities transactions generally. In
connection with preparing the CMSA Operating Statement Analysis, the Master
Servicer shall process (a) interim financial statements beginning with interim
financial statements for the fiscal quarter ending June 30, 2007 and (b) annual
financial statements beginning with annual financial statements for the 2007
fiscal year.

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

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

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

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

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

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

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

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

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

            "Collection Period": With respect to any Distribution Date, the
period that begins on the twelfth day in the month immediately preceding the
month in which such Distribution Date occurs (or, in the case of the initial
Distribution Date, commencing on the day after the related Cut-Off Date) and
ending on and including the eleventh day in the month in which such Distribution
Date occurs. Notwithstanding the foregoing, in the event that the last day of a
Collection Period is not a Business Day, any Periodic Payments or Principal
Prepayments with respect to the Mortgage Loans relating to a Due Date occurring
in such Collection Period (but for the application of the next Business Day
convention) received on the Business Day immediately following such day will be
deemed to have been received during such Collection Period and not during any
other Collection Period. In addition, notwithstanding the foregoing, with
respect to any Distribution Date, in the event that the Due Date, including any
grace period, with respect to any Mortgage Loan relating to such Distribution
Date occurs after the last day of the related Collection Period, any payments
received with respect to the related Mortgage Loan on or before such Due Date as
extended by any applicable grace period (including without limitation, any
prepayments) will be deemed to have been received during such Collection Period
and not during any other Collection Period.

            "Column": Column Financial, Inc., or its successor in interest.

            "Column Mortgage Loan Purchase Agreement": That certain mortgage
loan purchase agreement, dated as of March 1, 2007, between the Depositor and
Column, and relating to the transfer of the Column Mortgage Loans to the
Depositor.

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

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

            "Companion Distribution Account": With respect to the Companion
Loans, other than the Non-Serviced Companion Loan, the separate account(s) or
subaccount(s) created and maintained by the Companion Paying Agent pursuant to
Section 3.04(b) and held on behalf of the Companion Holders, which shall be
entitled "Wachovia Bank, National Association, as Companion Paying Agent for the
Companion Holders of the Companion Loans relating to the Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2007-C30." The Companion Distribution Accounts shall not be assets of the Trust
Fund, but instead each Companion Distribution Account shall be held by the
Companion Paying Agent on behalf of the applicable Companion Holder. Any such
account shall be an Eligible Account or a subaccount of an Eligible Account.
Notwithstanding the foregoing, if the Master Servicer and the Companion Paying
Agent are the same entity, the Companion Distribution Account may be the related
subaccount or subaccounts of the Certificate Account referenced in the second to
the last paragraph of Section 3.04(a).

            "Companion Holder": With respect to any Companion Loan, the owner of
the Mortgage Note representing such Companion Loan. As of the Closing Date, the
Companion Holders of the Companion Loans are (i) Wachovia, with respect to the
Peter Cooper Village & Stuyvesant Town Pari Passu A-2 Companion Loan, (ii)
Wachovia, with respect to the Peter Cooper Village & Stuyvesant Town Pari Passu
A-3 Companion Loan, (iii) Wachovia, with respect to the Peter Cooper Village &
Stuyvesant Town Pari Passu A-4 Companion Loan, (iv) the trust fund created under
the ML-CFC 2007-5 Pooling and Servicing Agreement, with respect to the Peter
Cooper Village & Stuyvesant Town Pari Passu A-5 Companion Loan, (v) Merrill
Lynch Mortgage Lending, Inc., with respect to the Peter Cooper Village &
Stuyvesant Town Pari Passu A-6 Companion Loan, (vi) Wachovia, with respect to
the Five Times Square Pari Passu Companion Loans, (vii) the trust fund created
under the LB-UBS 2007-C1 Pooling and Servicing Agreement, with respect to the
State Street Financial Center Pari Passu Companion Loan, (viii) Morgan Stanley
Mortgage Capital Inc., with respect to the 485 Lexington Avenue Pari Passu A-3
Companion Loan, (ix) Artesia Mortgage Capital Corporation, with respect to the
One Congress Street Subordinate Companion Loan, (x) MW1-2002 LLC, with respect
to the PNC Corporate Plaza Subordinate Companion Loan, (xi) MW1-2002, LLC, with
respect to the Spring Mill Corporate Center Subordinate Companion Loan, (xii)
CBA Mezzanine Capital Finance, LLC, with respect to the Sealy Pool B Subordinate
Companion Loan, (xiii) MW1-2002, LLC, with respect to the Eastland Center
Subordinate Companion Loan, (xiv) Wachovia, with respect to The Morgan
Apartments Subordinate Companion Loan, (xv) MW1-2002 LLC, with respect to the
Tyco International Building Subordinate Companion Loan, (xvi) Caplease Debt
Funding LP, with respect to each of the Time Warner Building Subordinate
Companion Loans, (xvii) Caplease Debt Funding, LP, with respect to each of the
Environmental Technologies Subordinate Companion Loans, (xviii) CBA Mezzanine
Capital Finance, LLC, with respect to the Gateway Executive Center Subordinate
Companion Loan, (xix) CBA Mezzanine Capital Finance, LLC, with respect to the
Sandy Retail Center Subordinate Companion Loan, (xx) CBA Mezzanine Capital
Finance, LLC, with respect to the Virginia Village Apartments Subordinate
Companion Loan and (xxi) Wachovia, with respect to the Five Times Square
Subordinate Companion Loan.

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

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

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

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

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

            "Component X-A-1-1": One of 63 components of the Class X-C and X-W
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LA-1-1 as of any date of
determination.

            "Component X-A-1-2": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1-2 as of any date of determination.

            "Component X-A-1-3": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1-3 as of any date of determination.

            "Component X-A-1A-1": One of 63 components of the Class X-C and X-W
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LA-1A-1 as of any date of
determination.

            "Component X-A-1A-2": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-2 as of any date of determination.

            "Component X-A-1A-3": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-3 as of any date of determination.

            "Component X-A-1A-4": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-4 as of any date of determination.

            "Component X-A-1A-5": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-5 as of any date of determination.

            "Component X-A-1A-6": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-6 as of any date of determination.

            "Component X-A-1A-7": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-7 as of any date of determination.

            "Component X-A-1A-8": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-8 as of any date of determination.

            "Component X-A-1A-9": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-9 as of any date of determination.

            "Component X-A-1A-10": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-10 as of any date of determination.

            "Component X-A-1A-11": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-11 as of any date of determination.

            "Component X-A-1A-12": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-12 as of any date of determination.

            "Component X-A-1A-13": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-13 as of any date of determination.

            "Component X-A-1A-14": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-14 as of any date of determination.

            "Component X-A-1A-15": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-1A-15 as of any date of determination.

            "Component X-A-2-1": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-2-1 as of any date of determination.

            "Component X-A-2-2": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-2-2 as of any date of determination.

            "Component X-A-3-1": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-3-1 as of any date of determination.

            "Component X-A-3-2": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-3-2 as of any date of determination.

            "Component X-A-3-3": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-3-3 as of any date of determination.

            "Component X-A-3-4": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-3-4 as of any date of determination.

            "Component X-A-3-5": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-3-5 as of any date of determination.

            "Component X-A-3-6": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-3-6 as of any date of determination.

            "Component X-A-3-7": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-3-7 as of any date of determination.

            "Component X-A-4": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-4 as of any date of determination.

            "Component X-A-5-1": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-5-1 as of any date of determination.

            "Component X-A-5-2": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-5-2 as of any date of determination.

            "Component X-A-5-3": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-5-3 as of any date of determination.

            "Component X-A-5-4": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-5-4 as of any date of determination.

            "Component X-A-5-5": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-5-5 as of any date of determination.

            "Component X-A-5-6": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-5-6 as of any date of determination.

            "Component X-A-J": One of the 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-J as of any date of determination.

            "Component X-A-M": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-M as of any date of determination.

            "Component X-A-MFL": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-MFL as of any date of determination.

            "Component X-A-PB": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LA-PB as of any date of determination.

            "Component X-B": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LB as of any date of determination.

            "Component X-C-1": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LC-1 as of any date of determination.

            "Component X-C-2": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LC-2 as of any date of determination.

            "Component X-D-1": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LD-1 as of any date of determination.

            "Component X-D-2": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LD-2 as of any date of determination.

            "Component X-E-1": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LE-1 as of any date of determination.

            "Component X-E-2": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LE-2 as of any date of determination.

            "Component X-F-1": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LF-1 as of any date of determination.

            "Component X-F-2": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LF-2 as of any date of determination.

            "Component X-F-3": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LF-3 as of any date of determination.

            "Component X-G-1": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LG-1 as of any date of determination.

            "Component X-G-2": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LG-2 as of any date of determination.

            "Component X-H-1": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LH-1 as of any date of determination.

            "Component X-H-2": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LH-2 as of any date of determination.

            "Component X-J-1": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LJ-1 as of any date of determination.

            "Component X-J-2": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LJ-2 as of any date of determination.

            "Component X-K-1": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LK-1 as of any date of determination.

            "Component X-K-2": One of 63 components of the Class X-C and X-W
Certificates and one of 54 components of the Class X-P Certificates having a
Component Notional Amount equal to the then current REMIC I Principal Balance of
REMIC I Regular Interest LK-2 as of any date of determination.

            "Component X-L": One of 63 components of the Class X-C and X-W
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LL as of any date of
determination.

            "Component X-M": One of 63 components of the Class X-C and X-W
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LM as of any date of
determination.

            "Component X-N": One of 63 components of the Class X-C and X-W
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LN as of any date of
determination.

            "Component X-O": One of 63 components of the Class X-C and X-W
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LO as of any date of
determination.

            "Component X-P": One of 63 components of the Class X-C and X-W
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LP as of any date of
determination.

            "Component X-Q": One of 63 components of the Class X-C and X-W
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LQ as of any date of
determination.

            "Component X-S": One of 63 components of the Class X-C and X-W
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LS as of any date of
determination.

            "Controlling Class": With respect to each Mortgage Loan as of any
date of determination, the Class of Sequential Pay Certificates, (i) which bears
the latest payment priority and (ii) the Class Principal Balance of which is
greater than 25% of the Original Class Principal Balance thereof; provided,
however, if no Class of Sequential Pay Certificates satisfies clause (ii) above,
the Controlling Class shall be the outstanding Class of Sequential Pay
Certificates bearing the latest payment priority. With respect to determining
the Controlling Class, the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5 and Class A-1A Certificates shall be deemed a single Class of
Certificates.

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

            "Controlling Person": With respect to any Person, any other Person
who "controls" such Person within the meaning of the Securities Act.

            "Corporate Trust Office": The corporate trust office of the Trustee
at which at any particular time its corporate trust business with respect to
this Agreement shall be administered, which office at the date of the execution
of this Agreement is located at (i) with respect to maintenance of the
Certificate Registrar and the transfer and exchange of Certificates, the office
of the Trustee located at Wells Fargo Center, Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479-0113, Attention: Corporate Trust Services (CMBS)
Wachovia Bank Commercial Mortgage Trust, Series 2007-C30 and (ii) for all other
purposes, the office of the Trustee located at 9062 Old Annapolis Road,
Columbia, Maryland 21045-1951, Attention: Corporate Trust Services (CMBS)
Wachovia Bank Commercial Mortgage Trust, Series 2007-C30.

            "Corrected Mortgage Loan": Any Mortgage Loan (other than the LB-UBS
2007-C1 Serviced Mortgage Loan) and, if applicable, any Companion Loan (other
than the Non-Serviced Companion Loan) that had been a Specially Serviced
Mortgage Loan but has ceased to be a Specially Serviced Mortgage Loan in
accordance with the definition of "Specially Serviced Mortgage Loan."

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

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

            "Corresponding REMIC I Regular Interest": As defined in the
Preliminary Statement with respect to any Class of Corresponding Certificates or
any Corresponding Component of the Class X-P Certificates, Class X-C
Certificates or Class X-W Certificates. In the case of the Class A-MFL
Certificates, "Corresponding Certificate" refers to the Class A-MFL Regular
Interest.

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

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

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

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

            "Cut-Off Date": With respect to any Mortgage Loan or Companion Loan,
the Due Date for such Mortgage Loan or Companion Loan in March 2007.

            "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 60
days or more with respect to a Periodic Payment (not including the Balloon
Payment) or (ii) that is delinquent in respect of its Balloon Payment; provided,
however, if the Mortgagor continues to make its Assumed Scheduled Payment and
diligently pursues refinancing, such Mortgage Loan shall not be considered a
Defaulted Mortgage Loan until 60 days following such default (or, if the Master
Servicer has, within 60 days after the Due Date of such Balloon Payment,
received written evidence from an institutional lender of such lender's binding
commitment (which is reasonably acceptable to the Special Servicer and for which
the Controlling Class Representative has given its consent (which consent shall
be deemed denied if not granted within 10 Business Days)) to refinance such
Mortgage Loan, 120 days following such default) (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.

            "Defaulting Party": As defined in Section 7.01(b).

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

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

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

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

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

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

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

            "Determination Date": The eleventh day of each month, or if such
eleventh day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007.

            "Determination Party": Midland Loan Services, Inc., or a second
party that would qualify as a successor Special Servicer mutually agreeable to
the Special Servicer, the Controlling Class Representative and the applicable
Mortgage Loan Seller, or any successor in interest thereto; provided that (a)
each such party is on the list of approved special servicers by Fitch and
Moody's and is on S&P's Select Servicer List as a U.S. Commercial Mortgage
Special Servicer or (b) each Rating Agency has confirmed in writing that
contracting with such Determination Party would not result in a downgrade,
qualification or withdrawal of the then current rating assigned to any of the
Certificates that are then currently rated by such Rating Agency.

            "Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, the management of such REO
Property, the holding of such REO Property primarily for sale or lease or the
performance of any construction work thereon, in each case other than through an
Independent Contractor; provided, however, 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 (a) the respective
Classes of the Sequential Pay Certificates (other than any Excluded Class
thereof) and/or (b) the Class A-MFL Regular Interest, an amount, calculated by
the Master Servicer and reported to the Trustee pursuant to Section 4.02(b),
will be equal to the discount rate stated in the related Mortgage Loan documents
used in calculating the Yield Maintenance Charge or Prepayment Premium with
respect to such principal prepayment. To the extent that a discount rate is not
stated therein, the "Discount Rate" will be equal to the yield (when compounded
monthly) on the U.S. Treasury issue with a maturity date closest to the maturity
date for such prepaid Mortgage Loan or REO Loan. In the event there are two or
more such U.S. Treasury issues (a) with the same coupon, the issue with the
lowest yield shall apply, and (b) with maturity dates equally close to the
maturity date for the prepaid Mortgage Loan or REO Loan, the issue with the
earliest maturity date shall apply.

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

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

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

            "Distribution Account": The segregated account, accounts or
subaccounts created and maintained by the Paying Agent on behalf of the Trustee
pursuant to Section 3.04(b) which shall be entitled "Wells Fargo Bank, N.A., as
Trustee, in trust for the registered holders of Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C30."

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

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

            "Do Not Hire List": The list, as may be updated at any time,
provided by the Depositor to the Master Servicer, the Special Servicer and the
Trustee, which lists certain parties identified by the Depositor as having
failed to comply with their respective obligations under Section 8.17 of this
Agreement or as having failed to comply with any similar Regulation AB reporting
requirements under any pooling and servicing agreement relating to any other
series of certificates offered by the Depositor.

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

            "Domestic Global Certificate": Any of the single, permanent global
certificates that represents the Certificates sold in reliance on Rule 144A
under the Act.

            "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.

            "Eastland Center Intercreditor Agreement": The Intercreditor and
Servicing Agreement, dated as of March 28, 2007, by and between Wachovia, as
Lead Lender, and MW1-2002, LLC, as Co-Lender, relating to the Eastland Center
Whole Loan.

            "Eastland Center Loan": That certain Mortgage Loan which is included
in the Trust Fund (identified as loan number 33 on the Mortgage Loan Schedule).

            "Eastland Center Subordinate Companion Loan": That certain mortgage
loan evidenced by a note, which is not an asset of the Trust Fund, secured by
the Mortgaged Property securing the Eastland Center Loan and subordinate in
right of entitlement to the Eastland Center Loan.

            "Eastland Center Whole Loan": The Eastland Center Loan, together
with the Eastland Center Subordinate Companion Loan.

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

            "Eligible Account": Any of (i) an account maintained with a federal
or state chartered depository institution or trust company, and (a) with respect
to deposits held for 30 days or more in such account, the long-term deposit or
unsecured debt obligations of which are rated at least (A) "AA-" by Fitch (or
"A-"; provided the short term unsecured debt obligations are rated at least
"F-1" by Fitch), (B) "Aa3" by Moody's (if then rated by Moody's) and (C) "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 (b)
with respect to deposits held for less than 30 days in such account, the
short-term deposits of which are rated at least "F1" by Fitch, "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), the long
term deposits or unsecured debt of which, or if it is the wholly-owned
subsidiary of an entity the long-term deposits or unsecured obligations of
which, are rated at least "Baa3" by Moody's and which has a combined capital and
surplus of at least $50,000,000; or (iii) any other account, the use of which
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.

            "Environmental Technologies Intercreditor Agreement": The
Intercreditor Agreement Among Note Holders, dated as of June 29, 2006, by and
among Wachovia, as Senior Note A Holder, Caplease Debt Funding, LP, as Junior
Note A Holder, and Caplease Debt Funding, LP, as Note B Holder, relating to the
Environmental Technologies Whole Loan.

            "Environmental Technologies Loan": That certain Mortgage Loan which
is included in the Trust Fund (identified as loan number 85 on the Mortgage Loan
Schedule).

            "Environmental Technologies Subordinate Companion Loans": Those
certain mortgage loans, each evidenced by a note, which are not assets of the
Trust Fund, both secured by the Mortgaged Property securing the Environmental
Technologies Loan and subordinate in right of entitlement to the Environmental
Technologies Loan.

            "Environmental Technologies Whole Loan": The Environmental
Technologies Loan, collectively with the Environmental Technologies Subordinate
Companion Loans.

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

            "ERISA Restricted Certificate": Any Class L, Class M, Class N, Class
O, Class P, Class Q or Class S 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 and the Code would permit transfer of such Certificate to a Plan without
resulting in a non-exempt prohibited transaction.

            "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.

            "Exchange Certificate": The certificate necessary to exchange an
interest in a Regulation S Global Certificate for an interest in a Domestic
Global Certificate, which is in the form of Exhibit F-5 attached hereto, or the
certificate necessary to exchange an interest in a Domestic Global Certificate
for an interest in a Regulation S Global Certificate, which is in the form of
Exhibit F-6, as applicable, hereto, in each case as described in Section
5.02(e).

            "Excluded Class": Any Class of Sequential Pay Certificates other
than the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class A-PB Certificates, Class A-5 Certificates, Class
A-1A Certificates, Class A-M Certificates, Class A-MFL Certificates, Class A-J
Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates, Class F Certificates, Class G Certificates, Class H
Certificates, Class J Certificates and Class K Certificates.

            "Exemptions": Department of Labor Prohibited Transaction Exemption
("PTE") 96-22, PTE 89-90, PTE 89-88 and PTE 90-29, each as amended from time to
time, or any successor thereto.

            "FDIC": Federal Deposit Insurance Corporation, or its successor in
interest.

            "FHLMC": Federal Home Loan Mortgage Corporation, or its successor in
interest.

            "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 either Mortgage Loan Seller
pursuant to the applicable Mortgage Loan Purchase Agreement or by the Majority
Subordinate Certificateholder, the applicable Companion Holder or the Special
Servicer pursuant to Section 3.18(c), 3.18(d), 3.18(e) or 3.18(h), or by the
Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder pursuant to Section 9.01) that there has been a recovery of
all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries
that the Special Servicer has determined, in accordance with the Servicing
Standard, will be ultimately recoverable (or, in the case of the LB-UBS 2007-C1
Serviced Mortgage Loan, a "Final Recovery Determination" as defined in the
LB-UBS 2007-C1 Pooling and Servicing Agreement with respect to such Mortgage
Loan).

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

            "Five Times Square Loan": That certain Mortgage Loan which is
included in the Trust Fund (identified as loan number 2 on the Mortgage Loan
Schedule).

            "Five Times Square Pari Passu Companion Loans": The Five Times
Square Pari Passu Companion Loan #1, together with the Five Times Square Pari
Passu Companion Loan #2.

            "Five Times Square Pari Passu Companion Loan #1": That certain
mortgage loan evidenced by a note, which is not an asset of the Trust Fund,
secured by the Mortgaged Property securing the Five Times Square Loan and pari
passu in right of entitlement with the Five Times Square Loan and the Five Time
Square Pari Passu Companion Loan #2.

            "Five Times Square Pari Passu Companion Loan #2": That certain
mortgage loan evidenced by a note, which is not an asset of the Trust Fund,
secured by the Mortgaged Property securing the Five Times Square Loan and pari
passu in right of entitlement with the Five Times Square Loan and the Five Time
Square Pari Passu Companion Loan #1.

            "Five Times Square Loan Pari Passu Intercreditor Agreement": The
Intercreditor and Servicing Agreement, dated as of February 10, 2007, by and
between Wachovia as Lead Lender, and Wachovia, as Co-Lender relating to the Five
Times Square Whole Loan.

            "Five Times Square Loan Whole Loan": The Five Times Square Loan,
together with the Five Times Square Pari Passu Companion Loans.

            "Five Times Square Subordinate Companion Loan": That certain
mortgage loan evidenced by a note, which is not an asset of the Trust Fund,
secured by the Mortgaged Property securing the Five Times Square Loan and
subordinate in right of entitlement to the Five Times Square Loan.

            "Fixed Amount": The "Fixed Amount" as defined in the Swap Contract.

            "Fixed Swap Payment": With respect to any Distribution Date, the
Fixed Amount required to be paid to the Swap Counterparty by the Trust Fund
under the Swap Contract.

            "Floating Amount": The "Floating Amount" as defined in the Swap
Contract.

            "Floating Swap Payment": With respect to any Distribution Date, the
Floating Amount required to be paid to the Trust by the Swap Counterparty under
the Swap Contract.

            "Floating Rate Account": The trust account or accounts created and
maintained as a separate account or accounts (or as a subaccount of the
Distribution Account) by the Paying Agent pursuant to Section 3.04(g), which
shall be entitled "Wells Fargo Bank, N.A., as Trustee, in trust for the
registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass Through Certificates, Series 2007-C30 Class A-MFL Certificates,
Floating Rate Account," and which must be an Eligible Account (or a subaccount
of an Eligible Account). The Floating Rate Account shall not be an asset of
either REMIC I or REMIC II formed hereunder.

            "FNMA": Federal National Mortgage Association, or any successor in
interest.

            "Form 8-K Disclosure Information": As defined in Section 8.17(j).

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

            "Gain-on-Sale Reserve Account": A segregated custodial account or
accounts or subaccount of the Distribution Account created and maintained by the
Paying Agent pursuant to Section 3.04(e) on behalf of the Trustee in trust for
the Certificateholders, which shall be entitled "Wells Fargo Bank, N.A., as
Trustee, in trust for the registered holders of Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C30."
Any such account shall be an Eligible Account or a subaccount of an Eligible
Account.

            "Gateway Executive Center Intercreditor Agreement": The
Intercreditor and Servicing Agreement, dated as of January 10, 2007, by and
between Wachovia, as Lead Lender, and CBA-Mezzanine Capital Finance, LLC, as
Co-Lender, relating to the Gateway Executive Center Whole Loan.

            "Gateway Executive Center Loan": That certain Mortgage Loan which is
included in the Trust Fund (identified as loan number 159 on the Mortgage Loan
Schedule).

            "Gateway Executive Center Subordinate Companion Loan": That certain
Mortgage Loan evidenced by a note, which is not an asset of the Trust Fund,
secured by the Mortgaged Property securing the Gateway Executive Center Loan and
subordinate in right of entitlement to the Gateway Executive Center Loan.

            "Gateway Executive Center Whole Loan": The Gateway Executive Center
Loan, together with the Gateway Executive Center Subordinate Companion Loan.

            "Global Certificates": The Certificates represented by the
Regulation S Global Certificates and/or the Domestic Global Certificates.

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

            "Grantor Trusts": Collectively, the Additional Interest Grantor
Trust and the Class A-MFL Grantor Trust.

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

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

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

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

            "Holder": A Certificateholder.

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

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

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

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

            "Independent Contractor": Any Person that would be an "independent
contractor" with respect to REMIC I within the meaning of Section 856(d)(3) of
the Code if REMIC I were a real estate investment trust (except that the
ownership test set forth in that section shall be considered to be met by any
Person that owns, directly or indirectly, 35 percent or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall be delivered, at no expense to the
Master Servicer, the Special Servicer, the Trustee or the Trust Fund, to the
Trustee and the Master Servicer, so long as REMIC I does not receive or derive
any income from such Person; provided that the relationship between such Person
and REMIC I is at arm's length, all within the meaning of Treasury Regulations
Section 1.856-4(b)(5)), 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 as defined in Section 856(d) of the Code.

            "Initial Purchaser": Wachovia Capital Markets, LLC, or its
respective successors in interest, individually or collectively as the context
requires.

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

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

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

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

            "Intercreditor Agreement": Each of the Peter Cooper Village &
Stuyvesant Town Pari Passu Intercreditor Agreement, the Five Times Square Pari
Passu Intercreditor Agreement, the State Street Financial Center Pari Passu
Intercreditor Agreement, the 485 Lexington Avenue Pari Passu Intercreditor
Agreement, the One Congress Street Intercreditor Agreement, the PNC Corporate
Plaza Intercreditor Agreement, the Spring Mill Corporate Center Intercreditor
Agreement, the Sealy Pool B Intercreditor Agreement, the Eastland Center
Intercreditor Agreement, The Morgan Apartments Intercreditor Agreement, the Tyco
International Building Intercreditor Agreement, the Time Warner Building
Intercreditor Agreement, the Environmental Technologies Intercreditor Agreement,
the Gateway Executive Center Intercreditor Agreement, the Sandy Retail Center
Intercreditor Agreement and the Virginia Village Apartments Intercreditor
Agreement, individually or collectively, as the context may require.

            "Interest Accrual Period": With respect to each Class of Regular
Certificates (other than the Class A-MFL Certificates), REMIC I Regular
Interests, Component or the Class A-MFL Regular Interest 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, the REMIC I Regular Interests, the Components or the
Class A-MFL Regular Interest. With respect to the Class A-MFL Certificates,
interest shall be calculated on an Actual/360 Basis and, for any Distribution
Date, shall be deemed to accrue during the period from and including the
Distribution Date in the month preceding the month in which the related
Distribution Date occurs (or, in the case of the first Distribution Date, the
Closing Date) to but excluding the related Distribution Date; provided, however,
that if a Class A-MFL Distribution Conversion has occurred, Accrued Certificate
Interest with respect to the Class A-MFL Certificates shall be the same as for
the Class A-MFL Regular Interest.

            "Interest Reserve Account": The segregated account created and
maintained by the Trustee pursuant to Section 3.04(c) in trust for
Certificateholders, which shall be entitled "Wells Fargo Bank, N.A., as Trustee,
on behalf of and in trust for the registered holders of Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C30".

            "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 (unless, in either case, the
related Distribution Date is the final Distribution Date), an amount equal to
one day's interest at the related Mortgage Rate (without regard to the second
proviso in the definition thereof) on the related Stated Principal Balance as of
the Due Date in the month in which such Distribution Date occurs (but prior to
the application of any amounts owed on such Due Date), to the extent a Periodic
Payment or P&I Advance is made in respect thereof for such Due Date as of the
related P&I Advance Date.

            "Interest Reserve Loan": Each Mortgage Loan that is an Actual/360
Mortgage Loan.

            "Interest Shortfall Account": As defined in Section 3.04(h).

            "Interest Shortfall Amount": $0.

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

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

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

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

            "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.

            "LB-UBS 2007-C1 Controlling Class Representative": The "Controlling
Class Representative" as defined in the LB-UBS 2007-C1 Pooling and Servicing
Agreement.

            "LB-UBS 2007-C1 Depositor": As defined in the Preliminary Statement.

            "LB-UBS 2007-C1 Majority Subordinate Certificateholder": The
"Majority Subordinate Certificateholder" as defined in the LB-UBS 2007-C1
Pooling and Servicing Agreement.

            "LB-UBS 2007-C1 Master Servicer": As defined in the Preliminary
Statement.

            "LB-UBS 2007-C1 Mortgage Loan Purchase Agreement": The "Mortgage
Loan Purchase Agreement" as defined in the LB-UBS 2007-C1 Pooling and Servicing
Agreement.

            "LB-UBS 2007-C1 Pooling and Servicing Agreement": As defined in the
Preliminary Statement.

            "LB-UBS 2007-C1 Serviced Mortgage Loan": The State Street Financial
Center Loan.

            "LB-UBS 2007-C1 Special Servicer": As defined in the Preliminary
Statement.

            "LB-UBS 2007-C1 Trust Fund": As defined in the Preliminary
Statement.

            "LB-UBS 2007-C1 Trustee": As defined in the Preliminary Statement.

            "LIBOR": With respect to the Class A-MFL Certificates and each
Interest Accrual Period, the rate for deposits in U.S. Dollars, for a period
equal to one month, which appears on the Dow Jones Market Service (formerly
Telerate) Page 3750 as of 11:00 a.m., London time, on the related LIBOR
Determination Date; provided, however, with respect to the initial Interest
Accrual Period, LIBOR shall be determined by linear interpolation between (i)
two-week LIBOR and (ii) one-month LIBOR. If such rate does not appear on Dow
Jones Market Service Page 3750, the rate for that Interest Accrual Period will
be determined on the basis of the rates at which deposits in U.S. Dollars are
offered by any four major reference banks in the London interbank market
selected by the Trustee to provide such bank's offered quotation of such rates
at approximately 11:00 a.m., London time, on the related LIBOR Determination
Date to prime banks in the London interbank market for a period of one month,
commencing on the first day of such Interest Accrual Period and in an amount
that is representative for a single such transaction in the relevant market at
the relevant time. The Trustee will request the principal London office of any
four major reference banks in the London interbank market selected by the
Trustee to provide a quotation of such rates, as offered by each such bank. If
at least two such quotations are provided, the rate for that Interest Accrual
Period will be the arithmetic mean of the quotations. If fewer than two
quotations are provided as requested, the rate for that Interest Accrual Period
will be the arithmetic mean of the rates quoted by major banks in New York City
selected by the Trustee, at approximately 11:00 a.m., New York City time, on the
LIBOR Determination Date with respect to such Interest Accrual Period for loans
in U.S. Dollars to leading European banks for a period equal to one month,
commencing on the first day of the related Interest Accrual Period with respect
to such Interest Accrual Period and in an amount that is representative for a
single such transaction in the relevant market at the relevant time. The Trustee
will determine LIBOR for each Interest Accrual Period and the determination of
LIBOR by Trustee will be binding absent manifest error.

            "LIBOR Determination Date": (i) with respect to the initial Interest
Accrual Period, the date that is two LIBOR Business Days prior to the Closing
Date, and (ii) with respect to each Interest Accrual Period thereafter, the date
that is two LIBOR Business Days prior to the related Interest Accrual Period.

            "LIBOR Business Day": Any day on which commercial banks are open for
international business (including dealings in U.S. Dollar deposits) in London,
England.

            "Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan; (iii) such Mortgage
Loan is repurchased by a Mortgage Loan Seller pursuant to the applicable
Mortgage Loan Purchase Agreement; or (iv) such Mortgage Loan is purchased by the
Majority Subordinate Certificateholder, the Companion Holders, the mezzanine
lenders 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; (ii) such REO
Property is purchased by the Master Servicer, the Special Servicer or the
Majority Subordinate Certificateholder pursuant to Section 9.01; or (iii) such
REO Property is purchased by the Companion Holder as described in Section
3.18(d).

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

            "Liquidation Fee Rate": With respect to all amounts set forth in the
third paragraph of Section 3.11(c), 1.00%, or with respect to the Peter Cooper &
Stuyvesant Town Loan, the lesser of (i) 0.50% of any whole or partial cash
payments of liquidation proceeds received in respect thereof, and (ii)
$15,000,000.

            "Liquidation Proceeds": All cash amounts (other than Insurance
Proceeds and REO Revenues) received by the Master Servicer or the Special
Servicer in connection with: (i) the taking of all or a part of a Mortgaged
Property or REO Property by exercise of the power of eminent domain or
condemnation, subject, however, to the rights of any tenants and ground lessors,
as the case may be, and the rights of the Mortgagor under the terms of the
related Mortgage; (ii) the liquidation of a Mortgaged Property or other
collateral constituting security for a Defaulted Mortgage Loan, through
trustee's sale, foreclosure sale, REO Disposition or otherwise, exclusive of any
portion thereof required to be released to the related Mortgagor in accordance
with applicable law and the terms and conditions of the related Mortgage Note
and Mortgage; (iii) the realization upon any deficiency judgment obtained
against a Mortgagor; (iv) the purchase of a Defaulted Mortgage Loan by the
Majority Subordinate Certificateholder, the related Companion Holder, the
mezzanine lenders or the Special Servicer pursuant to Section 3.18(c), Section
3.18(d), Section 3.18(e) or Section 3.18(m); (v) the repurchase of a Mortgage
Loan by a Mortgage Loan Seller pursuant to the applicable Mortgage Loan Purchase
Agreement; (vi) the purchase of a Mortgage Loan or REO Property by the Master
Servicer, the Special Servicer, or the Majority Subordinate Certificateholder
pursuant to Section 9.01; (vii) the purchase of an REO Property by the Companion
Holder pursuant to Section 3.18(d); or (viii) the remittance by the applicable
Mortgage Loan Seller of amounts specified in Section 2.03(g).

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

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

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

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

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

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

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

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

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

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

            "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 the Mortgage Loan Seller) entitled to greater
than 50% of the Voting Rights allocated to the Controlling Class; provided,
however, if there is no single Holder of Certificates entitled to greater than
50% of the Voting Rights allocated to such Class, then the Majority Subordinate
Certificateholder shall be the single Holder of Certificates with the largest
percentage of Voting Rights allocated to such Class. With respect to determining
the Majority Subordinate Certificateholder, the Class A-1 Certificates, the
Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-PB Certificates, the Class A-5 Certificates and the Class A-1A
Certificates shall be deemed to be a single Class of Certificates, with such
Voting Rights allocated among the Holders of Certificates of such Classes in
proportion to the respective Certificate Principal Balances of such Certificates
as of such date of determination.

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

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

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

            "Material Core Documents": As defined in Section 2.03.

            "Memorandum": As defined in the Mortgage Loan Purchase Agreement.

            "ML-CFC 2007-5 Pooling and Servicing Agreement": That certain
pooling and servicing agreement, dated as of March 1, 2007, by and among Merrill
Lynch Mortgage Investors, Inc., as depositor, KeyCorp Real Estate Capital
Markets, Inc., as master servicer, CWCapital Asset Management LLC, as special
servicer (the "LB-UBS 2007-C1 Special Servicer"), LaSalle Bank National
Association, as trustee, pursuant to which the ML-CFC Commercial Mortgage Trust
2007-C5, Commercial Mortgage Pass Through Certificates, Series 2007-C5 were
issued and the trust fund was created.

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

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

            "The Morgan Apartments Control Appraisal Period": The "Control
Appraisal Period" as that term is defined in The Morgan Apartments Intercreditor
Agreement.

            "The Morgan Apartments Intercreditor Agreement": The Intercreditor
Agreement Among Note Holders, dated as of December 28, 2006 by and between
Wachovia, as Lead Lender, and Wachovia, as Co-Lender, relating to The Morgan
Apartments Whole Loan.

            "The Morgan Apartments Loan": That certain Mortgage Loan which is
included in the Trust Fund (identified as loan number 43 on the Mortgage Loan
Schedule).

            "The Morgan Apartments Subordinate Companion Loan": That certain
mortgage loan evidenced by a note, which is not an asset of the Trust Fund,
secured by the Mortgaged Property securing The Morgan Apartments Loan and
subordinate in right of entitlement to The Morgan Apartments Loan.

            "The Morgan Apartments Whole Loan": The Morgan Apartments Loan,
together with The Morgan Apartments Subordinate Companion Loan.

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

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

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

                  (i) the original executed Mortgage Note including any power of
            attorney related to the execution thereof, together with any and all
            intervening endorsements thereon, endorsed on its face or by allonge
            attached thereto (without recourse, representation or warranty,
            express or implied) to the order of "Wells Fargo Bank, N.A., as
            trustee for the registered holders of Wachovia Bank Commercial
            Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
            Series 2007-C30", or in blank (or a lost note affidavit and
            indemnity with a copy of such Mortgage Note attached thereto);

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

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

                  (iv) an original executed assignment, in recordable form
            (except for any missing recording information), of (a) the Mortgage,
            (b) any related Assignment of Leases (if such item is a document
            separate from the Mortgage and to the extent not already assigned
            pursuant to preceding clause (a)) and (c) any other recorded
            document relating to the Mortgage Loan otherwise included in the
            Mortgage File, in favor of "Wells Fargo Bank, N.A., as trustee for
            the registered holders of Wachovia Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates, Series 2007-C30", or
            in blank;

                  (v) an original assignment of all unrecorded documents
            relating to the Mortgage Loan (to the extent not already assigned
            pursuant to clause (iv) above), in favor of "Wells Fargo Bank, N.A.,
            as trustee for the registered holders of Wachovia Bank Commercial
            Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
            Series 2007-C30", or in blank;

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

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

                  (viii) any filed copies (bearing evidence of filing) or other
            evidence of filing satisfactory to the Trustee of any prior UCC
            Financing Statements in favor of the originator of such Mortgage
            Loan or in favor of any assignee prior to the Trustee (but only to
            the extent the Mortgage Loan Seller had possession of such UCC
            Financing Statements prior to the Closing Date) and, if there is an
            effective UCC Financing Statement and continuation statement in
            favor of the Mortgage Loan Seller on record with the applicable
            public office for UCC Financing Statements, an original UCC
            Amendment, in form suitable for filing in favor of "Wells Fargo
            Bank, N.A., as trustee for the registered holders of Wachovia Bank
            Commercial Mortgage Trust, Commercial Mortgage Pass-Through
            Certificates, Series 2007-C30, as assignee", or in blank;

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

                  (x) any intercreditor agreement relating to permitted debt
            (including, without limitation, mezzanine debt) of the Mortgagor;

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

                  (xii) a copy of any letter of credit and related transfer
            documents relating to such Mortgage Loan;

                  (xiii) copies of any management agreements and applicable
            transfer or assignment documents;

                  (xiv) copies of any cash management agreements and applicable
            transfer or assignment documents;

                  (xv) copies of franchise agreements and franchisor comfort
            letters, if any, for hospitality properties and applicable transfer
            or assignment documents; and

                  (xvi) with respect to any Companion Loan, all of the above
            documents with respect to such Companion Loan and the related
            Intercreditor Agreement; provided that a copy of each Mortgage Note
            relating to such Companion Loan, rather than the original, shall be
            provided, and no assignments shall be provided;

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

            Notwithstanding the foregoing, with respect to the LB-UBS 2007-C1
Serviced Mortgage Loan, the "Mortgage File" will consist of the original note
(or lost note affidavit, if applicable) specified in clause (i) above, and a
photocopy of each additional document in the Mortgage File held by the LB-UBS
2007-C1 Trustee.

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

            "Mortgage Loan Purchase Agreement": Each of the Wachovia Mortgage
Loan Purchase Agreement, the Artesia Mortgage Loan Purchase Agreement and the
Column Mortgage Loan Purchase Agreement, individually or collectively, as the
context may require.

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

                  (i) the Mortgage Loan number;

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

                  (iii) the Cut-Off Date Balance;

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

                  (v) the original Mortgage Rate;

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

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

                  (viii) the original and remaining amortization term;

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

                  (x) the Master Servicing Fee Rate;

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

                  (xii) the related Mortgage Loan Seller;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Net Aggregate Prepayment Interest Shortfall": With respect to any
Distribution Date, the amount, if any, by which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in connection with the receipt of
Principal Prepayments on the Mortgage Loans during the related Collection
Period, exceeds (b) the aggregate amount deposited by the Master Servicer in the
Certificate Account for such Distribution Date pursuant to Section 3.19(a) in
connection with such Prepayment Interest Shortfalls on the Mortgage Loans. For
purposes of calculating the Prepayment Interest Shortfall with respect to the
LB-UBS 2007-C1 Serviced Mortgage Loan, Prepayment Interest Shortfalls will be
allocated in accordance with the LB-UBS 2007-C1 Pooling and Servicing Agreement
and the related Intercreditor Agreement. The portion of such shortfall allocated
to the LB-UBS 2007-C1 Serviced Mortgage Loan, net of amounts payable to the
LB-UBS 2007-C1 Master Servicer, will be included in the Net Aggregate Prepayment
Interest Shortfall. For purposes of calculating the Prepayment Interest
Shortfall with respect to the Peter Cooper Village & Stuyvesant Town Loan in the
event the Peter Cooper Village & Stuyvesant Town Future Pari Passu Companion
Loan is advanced, Prepayment Interest Shortfalls will be allocated pro rata
between the Peter Cooper Village & Stuyvesant Town Loan, the Peter Cooper
Village & Stuyvesant Town Pari Passu Companion Loans and the Peter Cooper
Village & Stuyvesant Town Future Pari Passu Companion Loan. The portion of such
shortfall allocated to the Peter Cooper Village & Stuyvesant Town Loan, net of
amounts payable to the Master Servicer, will be included in the Net Aggregate
Prepayment Interest Shortfall. For purposes of calculating the Prepayment
Interest Shortfall with respect to the Co-Lender Loans (other than the Peter
Cooper Village & Stuyvesant Town Loan, if applicable, and the LB-UBS 2007-C1
Serviced Mortgage Loan), Prepayment Interest Shortfalls will be allocated,
first, to the promissory note evidencing the related Subordinate Companion
Loans, if any, and second, to the promissory note evidencing the related
Co-Lender Loan. The portion of such shortfall allocated to the Co-Lender Loans
(other than the Peter Cooper Village & Stuyvesant Town Loan, if applicable, and
the LB-UBS 2007-C1 Serviced Mortgage Loan), net of amounts payable to the Master
Servicer, will be included in the Net Aggregate Prepayment Interest Shortfall.

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

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

            "Net Mortgage Rate": With respect to any Mortgage Loan or any REO
Loan, as of any date of determination, a rate per annum equal to the related
Mortgage Rate minus the sum of the Trustee Fee Rate and the applicable Master
Servicing Fee Rate.

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

            "Net Swap Payment": With respect to the related Interest Accrual
Period, the excess, if any of (i) the Fixed Swap Payment over (ii) the Floating
Swap Payment.

            "Net Swap Receipt": With respect to the related Interest Accrual
Period, the excess, if any of (i) the Floating Swap Payment over (ii) the Fixed
Swap Payment.

            "New Lease": Any lease of REO Property (other than with respect to
the LB-UBS 2007-C1 Serviced Mortgage Loan under the LB-UBS 2007-C1 Pooling and
Servicing Agreement) entered into at the direction of the Special Servicer on
behalf of REMIC I, including any lease renewed, modified or extended on behalf
of such REMIC if the Special Servicer has the right to renegotiate the terms of
such lease.

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

            "Nonrecoverable P&I Advance": Any P&I Advance previously made or
proposed to be made in respect of any Mortgage Loan, any Pari Passu Companion
Loan (other than the State Street Financial Center Pari Passu Companion Loan) or
any REO Loan by the Master Servicer or the Trustee, as the case may be, that, as
determined by the Master Servicer, the Special Servicer or the Trustee, as
applicable, in accordance with the Servicing Standard (in the case of the Master
Servicer or the Special Servicer), or the standard of care set forth in Section
8.01(a) (with respect to the Trustee), as applicable, with respect to such 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, Pari Passu Companion Loan or REO Loan; provided that the Master
Servicer will be permitted to conclusively rely upon any such nonrecoverability
determination made by the Special Servicer.

            "Nonrecoverable Servicing Advance": Any Servicing Advance previously
made or proposed to be made in respect of a Mortgage Loan, REO Loan or Companion
Loan by the Master Servicer, the Special Servicer or the Trustee, as the case
may be (or, in the case of the LB-UBS 2007-C1 Serviced Mortgage Loan, made by
the LB-UBS 2007-C1 Master Servicer), that, as determined by the Master Servicer,
the Special Servicer, the Trustee or the LB-UBS 2007-C1 Master Servicer, as
applicable, in accordance with the Servicing Standard (in the case of the Master
Servicer or the Special Servicer), the "Servicing Standard" as defined in the
LB-UBS 2007-C1 Pooling and Servicing Agreement (in the case of the LB-UBS
2007-C1 Master Servicer), the standard of care set forth in Section 8.01(a)
(with respect to the Trustee), as applicable, will not be ultimately recoverable
from Late Collections, Insurance Proceeds, Liquidation Proceeds, or any other
recovery on or in respect of such Mortgage Loan, Companion Loan, REO Property or
LB-UBS 2007-C1 Serviced Mortgage Loan, as applicable; provided that the Master
Servicer will be permitted to conclusively rely upon any such nonrecoverability
determination made by the Special Servicer.

            "Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class A-MFL, Class X-P, Class X-C, Class X-W, Class G, Class
H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class
S, Class Z, Class R-I or Class R-II Certificate.

            "Non-Serviced Companion Loan": The State Street Financial Center
Pari Passu Companion Loan.

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

            "Notional Amount": The Class X-P Notional Amount, Class X-C Notional
Amount or Class X-W Notional Amount, as applicable.

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

            "One Congress Street Intercreditor Agreement": The Intercreditor
Agreement Among Note Holders, dated as of March 28, 2007, by and between Artesia
Mortgage Capital Corporation, as Lead Lender, and Artesia Mortgage Capital
Corporation, as Co-Lender, relating to the One Congress Street Whole Loan.

            "One Congress Street Loan": That certain Mortgage Loan which is
included in the Trust Fund (identified as loan number 7 on the Mortgage Loan
Schedule).

            "One Congress Street Subordinate Companion Loan": That certain
mortgage loan evidenced by a note, which is not an asset of the Trust Fund,
secured by the Mortgaged Property securing the One Congress Street Loan and
subordinate in right of entitlement to the One Congress Street Loan.

            "One Congress Street Whole Loan": The One Congress Street Loan,
together with the One Congress Street Subordinate Companion Loan.

            "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 REMIC I or REMIC II as a REMIC; (b) the qualification of the
Additional Interest Grantor Trust or the Class A-MFL Grantor Trust as a grantor
trust; (c) compliance with the REMIC Provisions or the Grantor Trust Provisions
or (d) the resignation of the Master Servicer or the Special Servicer pursuant
to Section 6.04 must be an opinion of counsel who is in fact Independent of the
Master Servicer, the Special Servicer or the Depositor, as applicable.

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

            "Original Class Principal Balance": With respect to any Class of
Sequential Pay Certificates and the Class A-MFL Regular Interest, the Original
Class Principal Balance thereof as of the Closing Date, in each case as
specified in the Preliminary Statement.

            "Original Class X-C Notional Amount": $1,975,874,684.

            "Original Class X-P Notional Amount": $1,912,455,500.

            "Original Class X-W Notional Amount": $5,927,624,052.

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

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

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

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

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

            "Pari Passu Companion Loans": The Peter Cooper Village & Stuyvesant
Town Pari Passu Companion Loans, the Peter Cooper Village & Stuyvesant Town
Future Pari Passu Companion Loan, if advanced, the Five Times Square Pari Passu
Companion Loans, the State Street Financial Center Pari Passu Companion Loan and
the 485 Lexington Avenue Pari Passu Companion Loan.

            "Pari Passu Mortgage Loans": The Peter Cooper Village & Stuyvesant
Town Loan, the Five Times Square Loan, the State Street Financial Center Loan
and the 485 Lexington Avenue Loan.

            "Pass-Through Rate": With respect to:

                  (i) the Class A-1 Certificates for any Distribution Date,
            5.031% per annum;

                  (ii) the Class A-2 Certificates for any Distribution Date,
            5.167% per annum;

                  (iii) the Class A-3 Certificates for any Distribution Date,
            5.246% per annum;

                  (iv) the Class A-4 Certificates for any Distribution Date,
            5.305% per annum;

                  (v) the Class A-PB Certificates for any Distribution Date,
            5.294% per annum;

                  (vi) the Class A-5 Certificates for any Distribution Date,
            5.342% per annum;

                  (vii) the Class A-1A Certificates for any Distribution Date,
            the lesser of (1) 5.334% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (viii) the Class A-M Certificates for any Distribution Date,
            5.383% per annum;

                  (ix) the Class A-MFL Certificates (A) for any Distribution
            Date on which a Class A-MFL Distribution Conversion has not occurred
            and is not continuing, a per annum rate equal to LIBOR plus 0.20%
            and (B) for any Distribution Date on which a Class A-MFL
            Distribution Conversion has occurred and is continuing, 5.313% per
            annum;

                  (x) the Class A-MFL Regular Interest for any Distribution
            Date, 5.313% per annum;

                  (xi) the Class A-J Certificates for any Distribution Date, the
            lesser of (1) 5.413% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (xii) the Class B Certificates for any Distribution Date, the
            lesser of (1) 5.463% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (xiii) the Class C Certificates for any Distribution Date, the
            lesser of (1) 5.483% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (xiv) the Class D Certificates for any Distribution Date, the
            lesser of (1) 5.513% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (xv) the Class E Certificates for any Distribution Date, the
            lesser of (1) 5.553% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (xvi) the Class F Certificates for any Distribution Date, the
            lesser of (1) 5.603% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (xvii) the Class G Certificates for any Distribution Date, the
            lesser of (1) 5.682% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (xviii) the Class H Certificates for any Distribution Date,
            the Weighted Average Net Mortgage Rate for such date;

                  (xix) the Class J Certificates for any Distribution Date, the
            Weighted Average Net Mortgage Rate for such date;

                  (xx) the Class K Certificates for any Distribution Date, the
            Weighted Average Net Mortgage Rate for such date;

                  (xxi) the Class L Certificates for any Distribution Date, the
            lesser of (1) 5.014% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (xxii) the Class M Certificates for any Distribution Date, the
            lesser of (1) 5.014% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (xxiii) the Class N Certificates for any Distribution Date,
            the lesser of (1) 5.014% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (xxiv) the Class O Certificates for any Distribution Date, the
            lesser of (1) 5.014% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (xxv) the Class P Certificates for any Distribution Date, the
            lesser of (1) 5.014% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (xxvi) the Class Q Certificates for any Distribution Date, the
            lesser of (1) 5.014% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (xxvii) the Class S Certificates for any Distribution Date,
            the lesser of (1) 5.014% per annum and (2) the Weighted Average Net
            Mortgage Rate for such date;

                  (xxviii) the Class X-C Certificates (1) for the initial
            Distribution Date, 0.060% per annum, and (2) for any subsequent
            Distribution Date, the weighted average of the Class X-C Strip Rates
            for the respective Class X-C Components for such Distribution Date
            (weighted on the basis of the respective Component Notional Amounts
            of such Components outstanding immediately prior to such
            Distribution Date); provided, however, the Pass-Through Rate
            applicable to the Class X-C Certificates, in no circumstance shall
            be less than zero;

                  (xxix) the Class X-P Certificates for the initial Distribution
            Date, 0.627% per annum, and for any subsequent Distribution Date,
            the weighted average of the Class X-P Strip Rates for the respective
            Class X-P Components for such Distribution Date (weighted on the
            basis of the respective Component Notional Amounts of such
            Components outstanding immediately prior to such Distribution Date);
            provided, however, the Pass-Through Rate applicable to the Class X-P
            Certificates, in no circumstance shall be less than zero; and

                  (xxx) the Class X-W Certificates for the initial Distribution
            Date, 0.667% per annum, and for any subsequent Distribution Date,
            the weighted average of the Class X-W Strip Rates for the respective
            Class X-W 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);
            provided, however, the Pass-Through Rate applicable to the Class X-W
            Certificates, in no circumstance shall be less than zero.

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

            "Penalty Interest": With respect to any Mortgage Loan or Companion
Loan (or successor REO Loan), any amounts collected thereon, other than late
payment charges, Additional Interest, Prepayment Premiums or Yield Maintenance
Charges, that represent penalty 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 or
the Class A-MFL Certificates, the portion of the relevant Class evidenced by
such Certificate, expressed as a percentage, the numerator of which is the
Certificate Principal Balance or Certificate Notional Amount, as the case may
be, of such Certificate as of the Closing Date, as specified on the face
thereof, and the denominator of which is the Original Class Principal Balance or
Original Notional Amount, as the case may be, of the relevant Class. With
respect to a Residual Certificate or Class Z Certificate, the percentage
interest in distributions to be made with respect to the relevant Class, as
stated on the face of such Certificate.

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

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

                  (i) direct obligations of, or obligations fully guaranteed as
            to timely payment of principal and interest by, the United States of
            America 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 of America.
            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. 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 Fitch, Moody's
            and 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. In
            addition, 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 of America 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 Fitch, Moody's and 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. In addition, its terms should have a predetermined
            fixed dollar amount of principal due at maturity that cannot vary or
            change. In addition, 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 of America 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 Fitch, Moody's and
            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. The
            commercial paper by 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, if rated, are rated in the highest applicable
            rating category by Fitch and 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, 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+/F1", "Aa3/P+" or "AA/A-1" by Fitch, Moody's or
            S&P, 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 (i) Disqualified Organization, (ii) a Plan, (iii) a Disqualified
Non-United States Person, (iv) a United States Person treated as a partnership
for federal income tax purposes, any partner of which, directly or indirectly
(except through a U.S. corporation), is (or is permitted under the related
partnership agreement to be) a Disqualified Non-United States Person, or (v) a
United States Person with respect to whom income on the Residual Certificate is
allocable to a foreign permanent establishment or fixed base, within the meaning
of an applicable income tax treaty, of such Person or any other United States
Person.

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

            "Peter Cooper Village & Stuyvesant Town Loan": That certain Mortgage
Loan which is included in the Trust Fund (identified as loan number 1 on the
Mortgage Loan Schedule).

            "Peter Cooper Village & Stuyvesant Town Future Pari Passu Loan":
That certain pari passu mortgage loan, if entered into between the related
Borrower and a lender in accordance with the terms of the related Mortgage Loan
documents; provided however, this shall not include any mezzanine debt permitted
in the future under the related Mortgage Loan documents.

            "Peter Cooper Village & Stuyvesant Town Pari Passu A-2 Companion
Loan": That certain mortgage loan evidenced by a note, which is not an asset of
the Trust Fund, secured by the Mortgaged Property securing the Peter Cooper
Village & Stuyvesant Town Loan and pari passu in right of entitlement with the
Peter Cooper Village & Stuyvesant Town Loan.

            "Peter Cooper Village & Stuyvesant Town Pari Passu A-3 Companion
Loan": That certain mortgage loan evidenced by a note, which is not an asset of
the Trust Fund, secured by the Mortgaged Property securing the Peter Cooper
Village & Stuyvesant Town Loan and pari passu in right of entitlement with the
Peter Cooper Village & Stuyvesant Town Loan.

            "Peter Cooper Village & Stuyvesant Town Pari Passu A-4 Companion
Loan": That certain mortgage loan evidenced by a note, which is not an asset of
the Trust Fund, secured by the Mortgaged Property securing the Peter Cooper
Village & Stuyvesant Town Loan and pari passu in right of entitlement with the
Peter Cooper Village & Stuyvesant Town Loan.

            "Peter Cooper Village & Stuyvesant Town Pari Passu A-5 Companion
Loan": That certain mortgage loan evidenced by a note, which is not an asset of
the Trust Fund, secured by the Mortgaged Property securing the Peter Cooper
Village & Stuyvesant Town Loan and pari passu in right of entitlement with the
Peter Cooper Village & Stuyvesant Town Loan.

            "Peter Cooper Village & Stuyvesant Town Pari Passu A-6 Companion
Loan": That certain mortgage loan evidenced by a note, which is not an asset of
the Trust Fund, secured by the Mortgaged Property securing the Peter Cooper
Village & Stuyvesant Town Loan and pari passu in right of entitlement with the
Peter Cooper Village & Stuyvesant Town Loan.

            "Peter Cooper Village & Stuyvesant Town Pari Passu Intercreditor
Agreement": The Intercreditor and Servicing Agreement, dated as of November 17,
2006, by and between Wachovia, as Lead Lender, Wachovia, as A-2 Lender,
Wachovia, as A-3 Lender, Wachovia, as A-4 Lender, Merrill Lynch Mortgage
Lending, Inc., as A-5 Lender, and Merrill Lynch Mortgage Lending, Inc., as A-6
Lender, relating to the Peter Cooper Village & Stuyvesant Town Whole Loan.

            "Peter Cooper Village & Stuyvesant Town Pari Passu Companion Loans":
Collectively, the Peter Cooper Village & Stuyvesant Town Pari Passu A-2
Companion Loan, the Peter Cooper Village & Stuyvesant Town Pari Passu A-3
Companion Loan, the Peter Cooper Village & Stuyvesant Town Pari Passu A-4
Companion Loan, the Peter Cooper Village & Stuyvesant Town Pari Passu A-5
Companion Loan and the Peter Cooper Village & Stuyvesant Town Pari Passu A-6
Companion Loan.

            "Peter Cooper Village & Stuyvesant Town Whole Loan": The Peter
Cooper Village & Stuyvesant Town Loan, together with the Peter Cooper Village &
Stuyvesant Town Pari Passu Companion Loans and the Peter Cooper Village &
Stuyvesant Town Future Pari Passu Loan if advanced.

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

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

            "PNC Corporate Plaza Control Appraisal Period": The "Control
Appraisal Period" as that term is defined in the PNC Corporate Plaza
Intercreditor Agreement.

            "PNC Corporate Plaza Intercreditor Agreement": The Intercreditor
Agreement Among Note Holders, dated as of March 3, 2007 by and between Wachovia,
as Lead Lender, and MW1-2002, LLC, as Co-Lender, relating to the PNC Corporate
Plaza Whole Loan.

            "PNC Corporate Plaza Loan": That certain Mortgage Loan which is
included in the Trust Fund (identified as loan number 14 on the Mortgage Loan
Schedule).

            "PNC Corporate Plaza Subordinate Companion Loan": That certain
mortgage loan evidenced by a note, which is not an asset of the Trust Fund,
secured by the Mortgaged Property securing the PNC Corporate Plaza Loan and
subordinate in right of entitlement to the PNC Corporate Plaza Loan.

            "PNC Corporate Plaza Whole Loan": The PNC Corporate Plaza Loan,
together with the PNC Corporate Plaza Subordinate Companion Loan.

            "Preliminary Memorandum": As defined in the Mortgage Loan Purchase
Agreement.

            "Preliminary Prospectus Supplement": As defined in the Mortgage Loan
Purchase Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Prohibited Party": Any party, in the case of the Master Servicer,
the Special Servicer or the Trustee, that is listed on the Depositor's Do Not
Hire List.

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

            "Prospectus": The prospectus dated October 19, 2006, as supplemented
by the Prospectus Supplement, relating to the Registered Certificates.

            "Prospectus Supplement": The final prospectus supplement, dated
March 14, 2007 of the Depositor relating to the registration of the Registered
Certificates under the Securities Act.

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

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

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

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

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

            "Qualified Institutional Buyer": A qualified institutional buyer
within the meaning of Rule 144A under the Securities Act.

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

            "Qualified Substitute Mortgage Loan": A mortgage loan which must, on
the date of substitution: (i) have an outstanding Stated Principal Balance,
after application of all scheduled payments of principal and interest due during
or prior to the month of substitution, not in excess of the Stated Principal
Balance of the deleted Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs; (ii) have a Mortgage Rate not less than
the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same Due Date as
the deleted Mortgage Loan; (iv) accrue interest on the same basis as the deleted
Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve
30-day months); (v) have a remaining term to stated maturity not greater than,
and not more than two years less than, the remaining term to stated maturity of
the deleted Mortgage Loan; (vi) have an original Loan-to-Value Ratio not higher
than that of the deleted Mortgage Loan and a current Loan-to-Value Ratio not
higher than the then current Loan-to-Value Ratio of the deleted Mortgage Loan;
(vii) comply as of the date of substitution with all of the representations and
warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii)
have an Environmental Assessment that indicates no adverse environmental
conditions with respect to the related Mortgaged Property and which will be
delivered as a part of the related Servicing File; (ix) have an original Debt
Service Coverage Ratio (calculated to include the additional debt from any
encumbrance) of not less than the original Debt Service Coverage Ratio
(calculated to include the additional debt from any encumbrance) of the deleted
Mortgage Loan and a current Debt Service Coverage Ratio (calculated to include
the additional debt from any encumbrance) of not less than the current Debt
Service Coverage Ratio (calculated to include the additional debt from any
encumbrance) of the deleted Mortgage Loan; (x) be determined by an Opinion of
Counsel (at the applicable Mortgage Loan Seller's expense) to be a "qualified
replacement mortgage" within the meaning of Section 860G(a)(4) of the Code; (xi)
not have a maturity date after the date two years prior to the Rated Final
Distribution Date; (xii) not be substituted for a deleted Mortgage Loan unless
the Trustee has received prior confirmation in writing by each Rating Agency
that such substitution will not result in the withdrawal, downgrade, or
qualification of the rating assigned by the Rating Agency to any Class of
Certificates then rated by the Rating Agency (the cost, if any, of obtaining
such confirmation to be paid by the Mortgage Loan Seller); (xiii) have a date of
origination that is not more than 12 months prior to the date of substitution;
(xiv) have been approved by the Controlling Class Representative (or, if there
is no Controlling Class Representative then serving, by the Holders of
Certificates representing a majority of the Voting Rights allocated to the
Controlling Class); (xv) not be substituted for a deleted Mortgage Loan if it
would result in the termination of the REMIC status of REMIC I or REMIC II or
the imposition of tax on either of such REMICs other than a tax on income
expressly permitted or contemplated to be imposed by the terms of this
Agreement, as determined by an Opinion of Counsel (at the applicable Mortgage
Loan Seller's expense); and (xvi) become a part of the same Loan Group as the
deleted Mortgage Loan. In the event that one or more mortgage loans are
substituted for one or more deleted Mortgage Loans, then the amounts described
in clause (i) shall be determined on the basis of aggregate principal balances
and the rates described in clause (ii) above and the remaining term to stated
maturity referred to in clause (v) above shall be determined on a weighted
average basis; provided that no individual Mortgage Loan shall have a Net
Mortgage Rate that is less than the highest Pass-Through Rate of any Class of
Sequential Pay Certificates bearing a fixed rate. When a Qualified Substitute
Mortgage Loan is substituted for a deleted Mortgage Loan, the applicable
Mortgage Loan Seller shall certify that the Mortgage Loan meets all of the
requirements of the above definition and shall send such certification to the
Trustee. No substitutions will be permitted for the LB-UBS 2007-C1 Serviced
Mortgage Loan.


            "Rated Final Distribution Date": The Distribution Date in November
2043, the first Distribution Date after the 24th month following the end of the
amortization term for the Mortgage Loan that, as of the Cut-Off Date, has the
longest remaining amortization term (without regard to the related Stated
Maturity Date).


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

            "Rating Agency Trigger Event": The reduction of the Swap
Counterparty's long term ratings below "A-" by Fitch, "A3" by Moody's or "A-" by
S&P.

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

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

            "Registered Certificate": Any Class A-1, Class A-2, Class A-3, Class
A-4, Class A-PB, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C,
Class D, Class E or Class F Certificate.

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

            "Regulation AB": Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from
time to time, and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (Jan. 7, 2005)) or
by the staff of the Commission, or as may be provided by the Commission or its
staff from time to time.

            "Regulation AB Companion Loan Securitization": As defined in Section
3.29(a).

            "Regulation S": Regulation S under the Act.

            "Regulation S Certificate": A certificate in the form of Exhibit F
attached hereto.

            "Regulation S Global Certificate": A global certificate representing
interests in a Class of Certificates as provided in Section 5.02(e), initially
sold in offshore transactions in reliance on Regulation S in fully registered
form without interest coupons.

            "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.

            "Release Date": The 40th day after the later of (i) commencement of
the offering of the Certificates and (ii) the Closing Date.

            "Relevant Servicing Criteria": The Servicing Criteria applicable to
the various parties, as set forth on Exhibit S attached hereto. For
clarification purposes, multiple parties can have responsibility for the same
Relevant Servicing Criteria. With respect to a Servicing Participant engaged by
the Trustee, the Master Servicer or the Special Servicer, the term "Relevant
Servicing Criteria" may refer to a portion of the Relevant Servicing Criteria
for each of the Master Servicer, the Special Servicer or the Trustee, as
applicable.

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

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

            "REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder
with respect to which a separate REMIC election is to be made and, consisting
of: (i) all of the Mortgage Loans as from time to time are subject to this
Agreement and all payments under and proceeds of such Mortgage Loans received
after the Closing Date (excluding all Additional Interest on such Mortgage
Loans), together with all documents included in the related Mortgage Files and
any related Escrow Payments and Reserve Funds; (ii) all amounts held from time
to time with respect to a Mortgage Loan in the Interest Reserve Account, the
Certificate Account, the Distribution Account, the Gain-on-Sale Reserve Account,
the Interest Shortfall Account and any REO Account; (iii) any REO Property
acquired in respect of a Mortgage Loan to the extent of the Trust Fund's
interest therein (or the Trust Fund's beneficial interest in the Mortgaged
Property securing the LB-UBS 2007-C1 Serviced Mortgage Loan acquired under the
LB-UBS 2007-C1 Pooling and Servicing Agreement); (iv) the rights of the
Depositor under Sections 2, 3, 9, 10, 11, 12, 13, 14, 16, 17, 18 and 19 of each
of the Mortgage Loan Purchase Agreements with respect to such Mortgage Loans;
(v) the rights of the mortgagee under all Insurance Policies with respect to
such Mortgage Loans, in each of the foregoing clauses exclusive of the interest
of the holder of a Companion Loan therein.

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

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

            "REMIC I Regular Interest": Any of the separate uncertificated
beneficial ownership interests in REMIC I issued hereunder, and designated as a
"regular interest" in REMIC I, held as an asset of REMIC II and having the
original REMIC I Principal Balance and REMIC I Pass-Through Rate as described in
the Preliminary Statement hereto.

            "REMIC II": The segregated pool of assets consisting of all of the
REMIC I Regular Interests and all amounts held from time to time, to the extent
related to REMIC II, in the Distribution Account, conveyed in trust to the
Trustee for the benefit of REMIC II, as holder of the REMIC I Regular Interests,
and the Holders of the Class R-II Certificates pursuant to Section 2.9, with
respect to which a separate REMIC election is to be made.

            "REMIC II Certificate": Any Class A-1, Class A-2, Class A-3, Class
A-4, Class A-PB, Class A-5, Class A-1A, Class A-M, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O, Class P, Class Q, Class S, Class X-P, Class X-C, Class X-W or
Class R-II Certificate.

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

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

            "REO Account": A segregated account or accounts created and
maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "CWCapital
Asset Management LLC, as Special Servicer, in trust for the registered holders
of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2007-C30."

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

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

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

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

            "REO Property": A Mortgaged Property acquired on behalf and in the
name of the Trustee (or, in the case of the LB-UBS 2007-C1 Serviced Mortgage
Loan, the Trust Fund's proportionate beneficial interest in the Mortgaged
Property acquired by the LB-UBS 2007-C1 Trustee pursuant to the LB-UBS 2007-C1
Pooling and Servicing Agreement) for the benefit of the Certificateholders
(subject to the related Intercreditor Agreement with respect to a Mortgaged
Property securing a Loan Pair) through foreclosure, acceptance of a deed-in-lieu
of foreclosure or otherwise in accordance with applicable law in connection with
the default or imminent default of a Mortgage Loan.

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

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

            "Reportable Event": As defined in Section 8.17(j).

            "Reporting Party": The Master Servicer, the Special Servicer, the
Trustee, an Additional Servicer or a Servicing Participant.

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

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

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

            "Required Appraisal Mortgage Loan": Other than with respect to the
LB-UBS 2007-C1 Serviced Mortgage Loan, (i) any Mortgage Loan that is 60 days or
more delinquent in respect of any Periodic Payments, (ii) any Mortgage Loan that
becomes an REO Loan, (iii) any Mortgage Loan that has been modified by the
Special Servicer to reduce the amount of any Periodic Payment (other than a
Balloon Payment), (iv) any Mortgage Loan with respect to which a receiver is
appointed and continues in such capacity in respect of the related Mortgaged
Property, (v) any Mortgage Loan with respect to which a Mortgagor declares
bankruptcy or with respect to which the related Mortgagor is subject to a
bankruptcy proceeding, (vi) any Mortgage Loan with respect to which any Balloon
Payment on such Mortgage Loan has not been paid by its scheduled maturity date;
provided, however, if the related Mortgagor continues to make its Assumed
Scheduled Payment and diligently pursues refinancing, such Mortgage Loan shall
not become a Required Appraisal Mortgage Loan until 60 days following such
default or, if the Master Servicer has, within 60 days after the Due Date of
such Balloon Payment, received written evidence from an institutional lender of
such lender's binding commitment (which is reasonably acceptable to the Special
Servicer and for which the Controlling Class Representative has given its
consent (which consent shall be deemed denied if not granted within 10 Business
Days)) to refinance such Mortgage Loan, 120 days following such default
(provided that if such refinancing does not occur during such time specified in
the commitment, the related Mortgage Loan will immediately become a Required
Appraisal Mortgage Loan) or (vii) any Mortgage Loan that is outstanding 60 days
after the third anniversary of an extension of its Stated Maturity Date;
provided, however, 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 (other
      than the LB-UBS 2007-C1 Serviced 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 (other than the LB-UBS 2007-C1
Serviced 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 and any other
downward adjustments the Special Servicer may deem appropriate (without implying
any obligation to do so) based upon its review of the Appraisal and such other
information as the Special Servicer may deem appropriate) of the Mortgaged
Property related to the subject Required Appraisal Mortgage Loan as determined
by a Required Appraisal or letter update or internal valuation, if applicable;
provided that for purposes of determining any Appraisal Reduction Amount in
respect of such Required Appraisal Mortgage Loan, such Appraisal Reduction
Amount shall be amended annually to reflect the Required Appraisal Value
determined pursuant to any Required Appraisal or letter update or internal
valuation, if applicable, of a Required Appraisal conducted subsequent to the
original Required Appraisal performed pursuant to Section 3.09(a).

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

            "Reserve Funds": With respect to any Mortgage Loan (other than the
LB-UBS 2007-C1 Serviced 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 Office of the
initial Trustee, and (ii) any successor trustee, any officer or assistant
officer in the corporate trust department of the successor trustee, or any other
officer or assistant officer of the successor trustee customarily performing
functions similar to those performed by any of the above designated officers to
whom a particular matter is referred by the successor trustee because of such
officer's knowledge of and familiarity with the particular subject.

            "Restricted Period": The 40-day period prescribed by Regulation S
commencing on the later of (a) the date upon which the Certificates are first
offered to persons other than the managers and any other distributor (as defined
in Regulation S) of the Certificates, and (b) the Closing Date.

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

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

            "Sandy Retail Center Intercreditor Agreement": The Intercreditor
Agreement Among Note Holders, dated as of December 22, 2006, by and between
Wachovia, as A Note Holder, and CBA Mezzanine Capital Finance, LLC, as B Note
Holder, relating to the Sandy Retail Center Whole Loan.

            "Sandy Retail Center Loan": That certain Mortgage Loan which is
included in the Trust Fund (identified as loan number 171 on the Mortgage Loan
Schedule).

            "Sandy Retail Center Subordinate Companion Loan": That certain
mortgage loan evidenced by a note, which is not an asset of the Trust Fund,
secured by the Mortgaged Property securing the Sandy Retail Center Loan and
subordinate in right of entitlement to the Sandy Retail Center Loan.

            "Sandy Retail Center Whole Loan": The Sandy Retail Center Loan,
together with the Sandy Retail Center Subordinate Companion Loan.

            "Sarbanes-Oxley Act": The Sarbanes-Oxley Act of 2002 and the rules
and regulations of the Commission promulgated thereunder (including any
interpretations thereof by the Commission's staff).

            "Sarbanes-Oxley Certification": A written certification signed by an
officer of the Depositor that complies with (i) the Sarbanes-Oxley Act of 2002,
as amended from time to time, including all necessary Regulation AB
certification requirements, and (ii) Exchange Act Rules 13a-14(d) and 15d-14(d),
as in effect from time to time.

            "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.

            "Sealy Pool B Intercreditor Agreement": The Intercreditor and
Servicing Agreement, dated as of February 1, 2007, by and between Wachovia, as
Lead Lender, and CBA-Mezzanine Capital Finance, LLC, as Co-Lender, relating to
the Sealy Pool B Whole Loan.

            "Sealy Pool B Loan": That certain Mortgage Loan which is included in
the Trust Fund (identified as loan number 29 on the Mortgage Loan Schedule).

            "Sealy Pool B Subordinate Companion Loan": That certain mortgage
loan evidenced by a note, which is not an asset of the Trust Fund, secured by
the Mortgaged Property securing the Sealy Pool B Loan and subordinate in right
of entitlement to the Sealy Pool B Loan.

            "Sealy Pool B Whole Loan": The Sealy Pool B Loan, together with the
Sealy Pool B Subordinate Companion Loan.

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

            "Senior Certificate": Any Class A-1, Class A-2, Class A-3, Class
A-4, Class A-PB, Class A-5, Class A-1A, Class X-P, Class X-C or Class X-W
Certificate.

            "Sequential Pay Certificates": Any Class A-1, Class A-2, Class A-3,
Class A-4, Class A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class Q or Class S Certificate.

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

            "Servicer Reports": Any of the Restricted Servicer Reports, the
Unrestricted Servicer Reports, the CMSA Loan Setup File, the CMSA Loan Periodic
Update File, the CMSA Financial File, CMSA Property File, the CMSA Advance
Recovery Report, the CMSA Total Loan Report and a report reconciling Penalty
Interest and late payment charges collected with interest on Advances and
Additional Trust Fund Expenses.

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

            "Servicing Advances": All customary, reasonable and necessary "out
of pocket" costs and expenses incurred by or on behalf of the Master Servicer,
the Special Servicer or the Trustee in connection with the servicing of a
Mortgage Loan or a Companion Loan (other than the LB-UBS 2007-C1 Serviced
Mortgage Loan and its related Companion Loan), or in connection with the
administration of any related REO Property, including, but not limited to, the
cost of (a) compliance with the obligations of the Master Servicer and the
Special Servicer, if any, set forth in Section 3.02 and Section 3.03(c), (b) the
preservation, insurance, restoration, protection and management of a Mortgaged
Property, including the cost of any "forced placed" insurance policy purchased
by the Master Servicer to the extent such cost is allocable to a particular
Mortgaged Property that the Master Servicer or the Special Servicer is required
to cause to be insured pursuant to Section 3.07(a), (c) obtaining any Insurance
Proceeds or any Liquidation Proceeds of the nature described in clauses (i)
through (v) of the definition of "Liquidation Proceeds," (d) any enforcement or
judicial proceedings with respect to a Mortgaged Property, including, without
limitation, foreclosures, (e) any Required Appraisal or other appraisal
expressly required or permitted to be obtained hereunder, (f) the operation,
management, maintenance and liquidation of any such REO Property, including,
without limitation, appraisals and compliance with Section 3.16(a) (to the
extent not covered by available funds in the REO Account) and Section 3.20(h)
(to the extent not paid by the related Mortgagor) and (g) compliance with the
obligations of the Master Servicer or the Trustee set forth in Section 2.03(a)
or (b). Notwithstanding anything to the contrary, "Servicing Advances" shall not
include allocable overhead of the Master Servicer or the Special Servicer, such
as costs for office space, office equipment, supplies and related expenses,
employee salaries and related expenses and similar internal costs and expenses
or costs and expenses incurred by any such party in connection with its purchase
of a Mortgage Loan or REO Property, or costs or expenses expressly required to
be borne by the Master Servicer or Special Servicer without reimbursement
pursuant to the terms of this Agreement.

            "Servicing Criteria": The "servicing criteria" set forth in Item
1122(d) of Regulation AB.

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

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

            "Servicing Officer": Any officer or employee of the Master Servicer,
the Special Servicer or any Additional 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 Participant": Any Additional Servicer, Sub-Servicer,
Subcontractor or any other Person, other than the Master Servicer, the Special
Servicer and the Trustee, that is performing activities addressed by the
Servicing Criteria, unless such Person's activities relate only to 5% or less of
the Mortgage Loans.

            "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 (other than the LB-UBS 2007-C1 Serviced Mortgage Loan) and the
Companion Loans (other than the Non-Serviced Companion Loan) 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 mortgagors (i) for other third-parties, giving due
consideration to customary and usual standards of practice of prudent
institutional commercial mortgage lenders servicing their own loans or (ii) held
in its own portfolio, whichever standard is higher, (b) with a view to the
maximization of the recovery on such Mortgage Loan on a net present value basis
and the best interests of the Certificateholders and the Trust Fund or, if a
Loan Pair (other than the LB-UBS 2007-C1 Serviced Mortgage Loan) is involved,
with a view towards the maximization of recovery on such Loan Pair to the
Certificateholders, the related Companion Holders and the Trust Fund (as a
collective whole, taking into account that the Subordinate Companion Loans are
subordinate to the related Co-Lender Loans and the Pari Passu Companion Loans
are pari passu in right of payment with the Pari Passu Mortgage Loan, in each
case to the extent set forth in the related Intercreditor Agreement) and (c)
without regard to (i) any relationship that the Master Servicer or the Special
Servicer, as the case may be, or any Affiliate thereof may have with the related
Mortgagor, the Depositor, any Mortgage Loan Seller or any other party to the
transaction or any Affiliate thereof; (ii) the ownership of any Certificate or
Companion Loan (or other interest in any Mortgage Loan or 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, as the case may be, 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 (other
than the LB-UBS 2007-C1 Serviced Mortgage Loan), the occurrence of any of the
events described in clauses (a) through (h) of the definition of "Specially
Serviced Mortgage Loan".

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

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

            "Significant Obligor": With respect to any date of determination,
any Mortgage Loan meeting the definition of "significant obligor" under
Regulation AB. As of the Closing Date , the Significant Obligor is the Peter
Cooper Village & Stuyvesant Town Loan.

            "Special Reserve Account": As used herein, the Trustee may create a
segregated custodial account or accounts pursuant to Section 2.02(d) in trust
for the Certificateholders, which shall be entitled "Wells Fargo Bank, N.A., as
Trustee, in trust for the registered holders of Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C30
and [name of party providing the funds]". Any such account will be an Eligible
Account.

            "Special Servicer": With respect to each Mortgage Loan (other than
the LB-UBS 2007-C1 Serviced Mortgage Loan), CWCapital Asset Management LLC, 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 (other than
the LB-UBS 2007-C1 Serviced Mortgage Loan) or Companion Loan (other than the
Non-Serviced Companion Loan) as to which any of the following events have
occurred:

            (a) the related Mortgagor shall have (i) failed to make any Balloon
      Payment; provided, however, if the Mortgagor continues to make its Assumed
      Scheduled Payment and diligently pursues refinancing, a Servicing Transfer
      Event shall not occur until 60 days following such default (or, if the
      Master Servicer has, within in 60 days after the Due Date of such Balloon
      Payment, received written evidence from an institutional lender of such
      lender's binding commitment (which is reasonably acceptable to the Special
      Servicer and for which the Controlling Class Representative has given its
      consent (which consent shall be deemed denied if not granted within 10
      Business Days)) to refinance such Mortgage Loan, 120 days following such
      default) (provided that if such refinancing does not occur during the time
      period specified in such written refinancing commitment, a Servicing
      Transfer Event will be deemed to occur); or (ii) failed to make when due
      any Periodic Payment (other than a Balloon Payment), and such failure has
      continued unremedied for 60 days; or

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

            (c) there shall have occurred a default (other than as described in
      clause (a) above) that the Master Servicer or the Special Servicer (in the
      case of the Special Servicer, with the consent of the Controlling Class
      Representative) shall have determined (with written notice of any such
      determination by the Special Servicer to be promptly given by the Special
      Servicer to the Master Servicer), in its good faith and reasonable
      judgment, and in accordance with the Servicing Standard, materially
      impairs the value of the Mortgaged Property as security for the Mortgage
      Loan and, if applicable, Companion Loan, or otherwise materially adversely
      affects the interests of Certificateholders and 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, in the
      event the Special Servicer with the consent of the Controlling Class
      Representative determines that the related Mortgagor does not need to
      maintain terrorism insurance as provided in Section 3.07(a), no default
      related to the failure to obtain such insurance shall be deemed to be
      outstanding for purposes of this clause(c); or

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

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

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

            (g) the Master Servicer shall have force placed insurance against
      damages or losses arising from acts of terrorism due to the failure of the
      related Mortgagor to maintain or cause such insurance to be maintained and
      (1) subsequent to such force placement such Mortgagor fails to maintain or
      cause to be maintained insurance coverage against damages for losses
      arising from acts of terrorism for a period of 60 days (or such shorter
      time period as the Controlling Class Representative may consent to) or (2)
      the Master Servicer fails to have been reimbursed from any Servicing
      Advances made in connection with the force placement of such insurance
      coverage (unless the circumstances giving rise to such forced placement of
      such insurance coverage have otherwise been cured and the Master Servicer
      has been reimbursed for any Servicing Advances made in connection with the
      forced placement of such insurance coverage); or

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

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

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

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

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

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

so long as at that time no circumstance identified in clauses (a) through (h)
above exists that would cause the Mortgage Loan (or, with respect to a Co-Lender
Loan, the related Companion Loan, or, with respect to a Companion Loan, the
related Co-Lender Loan) to continue to be characterized as a Specially Serviced
Mortgage Loan; provided no additional default is foreseeable in the reasonable
good faith judgment of the Special Servicer. The determination as to whether the
LB-UBS 2007-C1 Serviced Mortgage Loan is a Specially Serviced Mortgage Loan
shall be made pursuant to the LB-UBS 2007-C1 Pooling and Servicing Agreement.

            "Spring Mill Corporate Center Intercreditor Agreement": The
Intercreditor and Servicing Agreement, dated as of March 28, 2007, by and
between Wachovia, as Lead Lender, and MW1-2002, LLC, as Co-Lender, relating to
the Spring Mill Corporate Center Whole Loan.

            "Spring Mill Corporate Center Loan": That certain Mortgage Loan
which is included in the Trust Fund (identified as loan number 18 on the
Mortgage Loan Schedule).

            "Spring Mill Corporate Center Subordinate Companion Loan": That
certain mortgage loan evidenced by a note, which is not an asset of the Trust
Fund, secured by the Mortgaged Property securing the Spring Mill Corporate
Center Loan and subordinate in right of entitlement to the Spring Mill Corporate
Center Loan.

            "Spring Mill Corporate Center Whole Loan": The Spring Mill Corporate
Center Loan, together with the Spring Mill Corporate Center Subordinate
Companion Loan.

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

            "State or Local Tax": Any tax imposed by the States of New York,
North Carolina and Minnesota and by any other state or local taxing authorities;
provided that such states and such other state and local taxing authorities, by
notice to the Trustee, assert jurisdiction over the Trust Fund or any portion
thereof, or which, according to an Opinion of Counsel addressed to the Trustee,
have such jurisdiction.

            "State Street Financial Center Loan": That certain Mortgage Loan
which is included in the Trust Fund (identified as loan number 4 on the Mortgage
Loan Schedule).

            "State Street Financial Center Pari Passu Companion Loan": That
certain mortgage loan evidenced by a note, which is not an asset of the Trust
Fund, secured by the Mortgaged Property securing the State Street Financial
Center Loan and pari passu in right of entitlement with the State Street
Financial Center Loan.

            "State Street Financial Center Pari Passu Intercreditor Agreement":
The Intercreditor and Servicing Agreement, dated as of December 27, 2006, by and
between UBS Real Estate Investments Inc., as Lead Lender, and Wachovia, as
Co-Lender relating to the State Street Financial Center Whole Loan.

            "State Street Financial Center Whole Loan": The State Street
Financial Center Loan, together with the State Street Financial Center Pari
Passu Companion Loan.

            "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 LB-UBS 2007-C1 Master Servicer, the
            Master Servicer or the Trustee and distributed to Certificateholders
            on or before such date of determination;

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

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

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

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

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

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

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

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

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

            "Subcontractor": Any third-party or affiliated vendor, subcontractor
or other Person utilized by a Servicer, a Sub-Servicer, the Trustee or the
Custodian, as applicable, that is not responsible for the overall servicing (as
"servicing" is commonly understood by participants in the commercial
mortgage-backed securities market) of Mortgage Loans but performs one or more
discrete functions identified in Item 1122(d) of Regulation AB with respect to
Mortgage Loans.

            "Subordinate Companion Holder": The holders of any of the
Subordinate Companion Loans.

            "Subordinate Companion Loan": Each of the Five Times Square
Subordinate Companion Loan, the One Congress Street Subordinate Companion Loan,
the PNC Corporate Plaza Subordinate Companion Loan, the Spring Mill Corporate
Center Subordinate Companion Loan, the Sealy Pool B Subordinate Companion Loan,
the Eastland Center Subordinate Companion Loan, The Morgan Apartments
Subordinate Companion Loan, the Tyco International Building Subordinate
Companion Loan, the Time Warner Building Subordinate Companion Loans, the
Environmental Technologies Subordinate Companion Loans, the Gateway Executive
Center Subordinate Companion Loans, the Sandy Retail Center Subordinate
Companion Loan and the Virginia Village Apartments Subordinate Companion Loan,
individually or collectively, as the context may require.

            "Subordinated Certificate": Any Class A-M, Class A-MFL (in respect
of the Class A-MFL Regular Interest), Class A-J, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class Q, Class S, Class Z, Class R-I or Class R-II
Certificate.

            "Sub-Servicer": Any Person with which the Master Servicer, the
Special Servicer or an Additional Servicer has entered into a Sub-Servicing
Agreement for the performance (whether directly or through Sub-Servicers or
Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Master Servicer or the Special Servicer under
this Agreement or by an Additional Servicer under a servicing agreement, with
respect to some or all of the Mortgage Loans, that are identified in Item
1122(d) of Regulation AB.

            "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).

            "Swap Contract": The 1992 ISDA Master Agreement (Multi-Currency
Cross Border) together with the related schedule, confirmation and any annexes
thereto, dated as of March 28, 2007, by and among the Swap Counterparty and the
Trustee, solely in its capacity as Trustee, on behalf of the Trust Fund, or any
replacement interest rate swap agreement entered into by the Trustee in
accordance with this Agreement.

            "Swap Counterparty": Wachovia acting in such capacity or its
successor in interest or any Swap Counterparty under a replacement Swap
Contract.

            "Swap Default": Any failure on the part of the Swap Counterparty to
(i) make a required payment under the Swap Contract, as and when due thereunder,
or (ii) either post acceptable collateral or find an acceptable replacement swap
counterparty after a Rating Agency Trigger Event has occurred as required by
Part 1, paragraph (k) of the Schedule of the Master Agreement in the Swap
Contract or any early termination date as designated under the Swap Contract
shall have occurred.

            "Swap Termination Fees": Any fees or expenses payable by the Swap
Counterparty to the Trust Fund in connection with a Swap Default, termination of
the Swap Contract or liquidation of the Swap Contract, as specified in the Swap
Contract.

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

            "Tax Returns": The federal income tax returns on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of REMIC I and REMIC II due to its classification as a
REMIC under the REMIC Provisions, and the federal income tax return to be filed
on behalf of the Grantor Trusts due to their 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.

            "Tenants-in-Common Loan": Those certain Mortgage Loans which are
identified on Exhibit Z hereto for which the related Mortgagors own the related
Mortgaged Property as tenants-in-common and the related Mortgagor is subject to
further syndication.

            "Time of Sale": As defined in that certain Underwriting Agreement,
dated as of March 14, 2007, among Wachovia Commercial Mortgage Securities, Inc.,
Wachovia Bank, National Association, Wachovia Capital Markets, LLC, Credit
Suisse Securities (USA) LLC, Goldman, Sachs & Co. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated.

            "Time Warner Building Intercreditor Agreement": The Intercreditor
Agreement Among Note Holders, dated as of June 29, 2006, by and among Wachovia,
as Senior Note A Holder, Caplease Debt Funding, LP, as Junior Note A Holder, and
Caplease Debt Funding, LP, as Note B Holder, relating to the Time Warner
Building Whole Loan.

            "Time Warner Building Loan": That certain Mortgage Loan which is
included in the Trust Fund (identified as loan number 80 on the Mortgage Loan
Schedule).

            "Time Warner Building Subordinate Companion Loans": Those certain
mortgage loans , each evidenced by a note, which are not assets of the Trust
Fund, both secured by the Mortgaged Property securing the Time Warner Building
Loan and subordinate in right of entitlement to the Time Warner Building Loan.

            "Time Warner Building Whole Loan": The Time Warner Building Loan,
collectively with the Time Warner Building Subordinate Companion Loans.

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

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

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

            "Trust Fund": Collectively, (i) all of the assets of each of REMIC I
and REMIC II, and (ii) the Additional Interest Grantor Trust Assets and (iii)
the Class A-MFL Grantor Trust Assets.

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

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

            "Trustee Fee Rate": 0.00028% per annum.

            "Tyco International Building Intercreditor Agreement": The
Intercreditor Agreement Among Note Holders, dated as of January 30, 2007, by and
between Wachovia, as Lead Lender, and MW1-2002, LLC, as Co-Lender, relating to
the Tyco International Building Whole Loan.

            "Tyco International Building Loan": That certain Mortgage Loan which
is included in the Trust Fund (identified as loan number 45 on the Mortgage Loan
Schedule).

            "Tyco International Building Subordinate Companion Loan": That
certain mortgage loan evidenced by a note, which is not an asset of the Trust
Fund, secured by the Mortgaged Property securing the Tyco International Building
Loan and subordinate in right of entitlement to the Tyco International Building
Loan.

            "Tyco International Building Whole Loan": The Tyco International
Building Loan, together with the Tyco International Building Subordinate
Companion Loan.

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

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

            "Underwriter": Each of Wachovia Capital Markets, LLC, Credit Suisse
Securities (USA) LLC, Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated or, in each case, its successor in interest.

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

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

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

            "Virginia Village Apartments Intercreditor Agreement": The
Intercreditor and Servicing Agreement, dated as of February 1, 2007, by and
between Wachovia, as Lead Lender, and CBA-Mezzanine Capital Finance, LLC, as
Co-Lender, relating to the Virginia Village Apartments Whole Loan.

            "Virginia Village Apartments Loan": That certain Mortgage Loan which
is included in the Trust Fund (identified as loan number 218 on the Mortgage
Loan Schedule).

            "Virginia Village Apartments Subordinate Companion Loan": That
certain mortgage loan evidenced by a note, which is not an asset of the Trust
Fund, secured by the Mortgaged Property securing the Virginia Village Apartments
Loan and subordinate in right of entitlement to the Virginia Village Apartments
Loan.

            "Virginia Village Apartments Whole Loan": The Virginia Village
Apartments Loan, together with the Virginia Village Apartments Subordinate
Companion Loan.

            "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 and the Class A-MFL Certificates. Ninety-six
percent (96%) of the Voting Rights shall be allocated among the Class A-1, Class
A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M, Class A-MFL, Class
A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J,
Class K, Class L, Class M, Class N, Class O, Class P and Class Q Certificates in
proportion to the respective Class Principal Balances of their Certificates
(which proportion shall be calculated as equal to the product of 96% and a
fraction, the numerator of which is equal to the aggregate Certificate Balance
of the related Class of Certificates (adjusted as provided in the immediately
succeeding provisos) and the denominator of which is equal to the aggregate
Certificate Balances of all Classes of Certificates referenced above, determined
as of the Distribution Date immediately preceding such time); provided that
solely for the purpose of determining the Voting Rights of the Classes of
Sequential Pay Certificates, the aggregate Appraisal Reduction Amount
(determined as set forth herein) shall be treated as Realized Losses with
respect to the calculation of the Certificate Principal Balances thereof;
provided, further, however, the aggregate Appraisal Reduction Amount shall not
reduce the Class Principal Balance of any Class for purposes of determining the
Controlling Class, the Controlling Class Representative or the Majority
Subordinate Certificateholder. Four percent (4%) in the aggregate of the Voting
Rights shall be allocated to the Class X Certificates (allocated, pro rata,
between the Class X-P, Class X-C and Class X-W Certificates based upon their
outstanding Notional Amounts). The Class Z Certificates and the Residual
Certificates shall have no voting rights. Voting Rights allocated to a Class of
Certificateholders shall be allocated among such Certificateholders in standard
proportion to the Percentage Interests evidenced by their respective
Certificates. In addition, if either the Master Servicer or the Special Servicer
is the holder of any Certificate, neither of the Master Servicer or Special
Servicer, in its capacity as a Certificateholder, shall have Voting Rights with
respect to matters concerning compensation affecting the Master Servicer or the
Special Servicer.

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

            "Wachovia Mortgage Loan Purchase Agreement": That certain mortgage
loan purchase agreement, dated as of March 1, 2007 between the Depositor and
Wachovia and relating to the transfer of the Wachovia Mortgage Loans to the
Depositor.

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

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

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

            "Workout-Delayed Reimbursement Amounts": With respect to any
Mortgage Loan, the amount of any Advance made with respect to such Mortgage Loan
on or before the date such Mortgage Loan becomes (or, but for the making of
three Monthly Payments under its modified terms, would then constitute) a
Corrected Mortgage Loan (or, with respect to the LB-UBS 2007-C1 Serviced
Mortgage Loan, a "corrected mortgage loan" under the LB-UBS 2007-C1 Pooling and
Servicing Agreement), together with (to the extent accrued and unpaid) interest
on such Advances, to the extent that (i) such Advance (and any interest thereon)
is not reimbursed to the Person who made such Advance on or before the date, if
any, on which such Mortgage Loan becomes a Corrected Mortgage Loan (or, with
respect to the LB-UBS 2007-C1 Serviced Mortgage Loan, a "corrected mortgage
loan" under the LB-UBS 2007-C1 Pooling and Servicing Agreement) and (ii) the
amount of such Advance (and any interest thereon) becomes an obligation of the
Mortgagor to pay such amount over a period of time rather than immediately or on
the next Due Date under the terms of the modified loan documents.

            "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), or with respect to the Peter Cooper & Stuyvesant
Town Loan, the lesser of (i) 0.50% of all payments of principal and interest
received on such Mortgage Loan for so long as it remains a Corrected Mortgage
Loan, and (ii) $15,000,000.

            "Workout Fee Rate": With respect to each Corrected Mortgage Loan,
1.00%.

            "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+ 0.055/2)^0.16667}-1) where
0.055 is the decimal version of the percentage 5.50% and 0.16667 is the decimal
version of the exponential power. The MEY in the above calculation is 5.44%.

                                   ARTICLE II

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

            Section 2.01. Conveyance of Mortgage Loans.

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

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

            (c) If any Mortgage Loan Seller cannot deliver, or cause to be
delivered, on the Closing Date, as to any Mortgage Loan, any of the documents
and/or instruments referred to in clauses (ii), (iii), (vi) (if recorded) and
(viii) of the definition of "Mortgage File" (or, with respect to the LB-UBS
2007-C1 Serviced Mortgage Loan, a photocopy thereof), with evidence of recording
thereon, solely because of a delay caused by the public recording office where
such document or instrument has been delivered for recordation, the delivery
requirements of the related Mortgage Loan Purchase Agreement and Section 2.01(b)
shall be deemed to have been satisfied as to such non-delivered document or
instrument, and such non-delivered document or instrument shall be deemed to
have been included in the Mortgage File; provided that a photocopy of such
non-delivered document or instrument (certified by the applicable Mortgage Loan
Seller to be a true and complete copy of the original thereof submitted for
recording) is delivered to the Trustee or a Custodian appointed thereby on or
before the Closing Date, and either the original of such non-delivered document
or instrument, or a photocopy thereof, with evidence of recording thereon, is
delivered to the Trustee or such Custodian within 120 days of the Closing Date
(or within such longer period after the Closing Date as the Trustee may consent
to, which consent shall not be unreasonably withheld so long as the applicable
Mortgage Loan Seller is, in good faith, attempting to obtain from the
appropriate county recorder's office such original or photocopy). If the
applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to
any Mortgage Loan, any of the documents and/or instruments referred to in
clauses (ii), (iii), (vi) (if recorded) and (viii) of the definition of
"Mortgage File" (or, with respect to the LB-UBS 2007-C1 Serviced Mortgage Loan,
a photocopy thereof) with evidence of recording thereon, for any other reason,
including, without limitation, that such non-delivered document or instrument
has been lost, the delivery requirements of the applicable Mortgage Loan
Purchase Agreement and Section 2.01(b) shall be deemed to have been satisfied as
to such non-delivered document or instrument and such non-delivered document or
instrument shall be deemed to have been included in the Mortgage File; provided
that a photocopy of such non-delivered document or instrument (with evidence of
recording thereon) is delivered to the Trustee or a Custodian appointed thereby
on or before the Closing Date.

            If, on the Closing Date as to any Mortgage Loan, the applicable
Mortgage Loan Seller does not deliver in complete and recordable form any one of
the assignments in favor of the Trustee referred to in clause (iv) or (v) of the
definition of "Mortgage File" (or, with respect to the LB-UBS 2007-C1 Serviced
Mortgage Loan, a photocopy thereof), the applicable Mortgage Loan Seller may
provisionally satisfy the delivery requirements of the related Mortgage Loan
Purchase Agreement and Section 2.01(b) by delivering with respect to such
Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan;
provided that all required original assignments with respect to such Mortgage
Loan in fully complete and recordable form shall be delivered to the Trustee or
its Custodian within 120 days of the Closing Date (or within such longer period
as the Trustee in its discretion may permit).

            (d) The Trustee shall, for a fee paid to the Trustee by the
Depositor on the Closing Date as to each Mortgage Loan (other than the LB-UBS
2007-C1 Serviced Mortgage Loan) promptly (and in any event within 90 days
following the latest of (i) the Closing Date, (ii) the delivery of all
assignments and UCC Financing Statements to the Trustee and (iii) the date on
which the Trustee receives, with respect to the original recorded or filed
documents relating to such assignments and UCC Financing Statements, all
necessary recording and filing information required for the recording or filing
of such assignments and UCC Financing Statements) cause to be submitted for
recording or filing, as the case may be, in the appropriate public office for
real property records or UCC Financing Statements, as appropriate and to the
extent timely delivered to the Trustee in final, recordable form, each
assignment of Mortgage, assignment of Assignment of Leases and any other
recordable documents (to the extent the Trustee has actual knowledge that such
documents are to be recorded) relating to each such Mortgage Loan, in favor of
the Trustee referred to in clause (iv)(a), (b) and (c), respectively, of the
definition of "Mortgage File" and each UCC-2 and UCC-3 assignment in favor of
the Trustee and so delivered to the Trustee and referred to in clause (viii) of
the definition of "Mortgage File." The applicable Mortgage Loan Seller shall
reimburse the Trustee for all reasonable costs and expenses incurred for
recording any documents described in clause (iv)(c) of the definition of
"Mortgage File." Each such assignment, UCC-2 and UCC-3 shall reflect that the
recorded original should be returned by the public recording office to the
Trustee or its designee following recording, and each such UCC-2 and UCC-3
assignment shall reflect that the file copy thereof should be returned to the
Trustee or its designee following filing; provided that in those instances where
the public recording office retains the original assignment of Mortgage or
assignment of Assignment of Leases, the Trustee shall obtain therefrom a
certified copy of the recorded original, at the expense of the Depositor. If any
such document or instrument is lost or returned unrecorded or unfiled, as the
case may be, because of a defect therein, the Trustee shall direct the related
Mortgage Loan Seller pursuant to the applicable Mortgage Loan Purchase Agreement
to promptly prepare or cause to be prepared a substitute therefor or cure such
defect, as the case may be, and thereafter the Trustee shall upon receipt
thereof cause the same to be duly recorded or filed, as appropriate. Upon
request, the Trustee shall forward to the Master Servicer a copy of each of the
aforementioned recorded assignments following the Trustee's receipt thereof, to
the extent not previously provided.

            (e) All documents and records in the Servicing File in possession of
the Depositor or the Mortgage Loan Sellers (except attorney client privileged
communications, draft documents and any documents or materials prepared by the
Mortgage Loan Sellers or their Affiliates for internal uses, including, without
limitation, internal correspondence and credit analysis of the Mortgage Loan
Sellers) that relate to the Mortgage Loans (other than the LB-UBS 2007-C1
Serviced Mortgage Loan) and that are not required to be a part of a Mortgage
File in accordance with the definition thereof (including any original letters
of credit), together with all Escrow Payments and Reserve Accounts in the
possession thereof, shall be delivered to the Master Servicer or such other
Person as may be directed by the Master Servicer (at the expense of the
applicable Mortgage Loan Seller) on or before the Closing Date and shall be held
by the Master Servicer on behalf of the Trustee in trust for the benefit of the
Certificateholders; provided, however, the Master Servicer shall have no
responsibility for holding documents created or maintained by the Special
Servicer hereunder and not delivered to the Master Servicer.

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

            Section 2.02. Acceptance of the Trust Fund by Trustee.

            (a) The Trustee, by its execution and delivery of this Agreement,
acknowledges receipt of the Depositor's assignment to it of the Depositor's
right, title and interest in the assets that constitute the Trust Fund, and
further acknowledges receipt by it or a Custodian on its behalf, subject to the
provisos in the definition of "Mortgage File" and the provisions of Section 2.01
and subject to the further limitations on review provided for in Section 2.02(b)
and the exceptions noted on the schedule of exceptions of (i) the Mortgage File
delivered to it for each Mortgage Loan and (ii) a copy of a fully executed
counterpart of each Mortgage Loan Purchase Agreement, all in good faith and
without notice of any adverse claim, and declares that it or a Custodian on its
behalf holds and will hold such documents and the other documents received by it
that constitute portions of the Mortgage Files, and that it holds and will hold
the Mortgage Loans and other assets included in the Trust Fund, in trust for the
exclusive use and benefit of all present and future Certificateholders and, with
respect to any original document in the Mortgage File for a Loan Pair, any
present or future Companion Holders. The Trustee hereby certifies to each of the
Depositor, the Master Servicer, the Special Servicer and each Mortgage Loan
Seller that, except as identified in the schedule of exceptions, which is
attached hereto as Exhibit C-1 without regard to the proviso in the definition
of "Mortgage File," each of the original executed Mortgage Notes (or lost note
affidavit), the Mortgage (or an executed copy thereof), the lender's title
policy (original or copy or marked-up title commitment marked as binding and
countersigned by the title company or its authorized agent or an agreement to
provide the same pursuant to binding escrow instructions executed by an
authorized representative of the title company), a copy of any related Ground
Leases, the original (or copy if the original has been delivered to the Master
Servicer) of any related letters of credit (and the related transfer or
assignment documents, if applicable), as described in clauses (i), (ii), (vii),
(ix)(A) and (xii), respectively, of the definition of Mortgage File are in its
possession.

            With respect to the schedule of exceptions described in the
preceding paragraph, within 15 Business Days (or, in the Controlling Class
Representative's reasonable discretion, 30 Business Days) of the Closing Date,
with respect to the documents specified in clauses (i), (ii), (vii), (ix)
(solely with respect to Ground Leases) and (xii) of the definition of Mortgage
File, the related Mortgage Loan Seller shall cure any material exception listed
therein (for the avoidance of doubt, any deficiencies with respect to the
documents specified in clause (ii) resulting solely from a delay in the return
of the related documents from the applicable recording office, shall be cured in
the time and manner described in Section 2.01(c)). If such exception is not so
cured, the related Mortgage Loan Seller shall either (1) repurchase the related
Mortgage Loan, (2) with respect to exceptions relating to clause (xii) of the
definition of "Mortgage File", deposit with the Paying Agent (who shall promptly
notify the Master Servicer thereof) an amount, to be held in a Special Reserve
Account, equal to the amount of the undelivered letter of credit (in the
alternative, the related Mortgage Loan Seller may deliver to the Paying Agent,
with a certified copy to the Master Servicer and Trustee, a letter of credit for
the benefit of the Master Servicer on behalf of the Trustee and upon the same
terms and conditions as the undelivered letter of credit) which the Master
Servicer on behalf of the Trustee may use (or draw upon, as the case may be)
under the same circumstances and conditions as the Master Servicer would have
been entitled to draw on the undelivered letter of credit, or (3) with respect
to any exceptions relating to clauses (i), (ii) and (vii), deposit with the
Paying Agent on behalf of the Trustee an amount, to be held in trust in a
Special Reserve Account, equal to 25% of the Stated Principal Balance of the
related Mortgage Loan. Any letter of credit or funds deposited pursuant to
clauses (2) and (3) shall be held pursuant to the related Mortgage Loan Purchase
Agreement by the Paying Agent until the earlier of (x) the date on which the
Master Servicer certifies to the Trustee and the Controlling Class
Representative that such exception has been cured (or the Trustee certifies the
same to the Controlling Class Representative), at which time such funds or
letter of credit, as applicable, shall be returned to the related Mortgage Loan
Seller and (y) 30 Business Days or, if the Controlling Class Representative
extends the cure period, 45 Business Days after the Closing Date; provided,
however, if such exception is not cured within such 30 Business Days or 45
Business Days, as the case may be, (A) in the case of clause (2), the Paying
Agent shall retain such funds on deposit in the related Special Reserve Account,
or (B) in the case of clause (3), the related Mortgage Loan Seller shall
repurchase the related Mortgage Loan in accordance with the terms and conditions
of Section 2.03(b) or the related Mortgage Loan Purchase Agreement, at which
time such funds shall be applied to the Purchase Price of the related Mortgage
Loan.

            (b) In addition, within 90 days after the Closing Date (and if any
exceptions are noted, a schedule of exceptions again every 90 days thereafter
until the second anniversary of the Closing Date, and a schedule of exceptions
every 180 days thereafter until the fifth anniversary of the Closing Date, and
thereafter upon request by any party hereto, any Mortgage Loan Seller or the
Majority Subordinate Certificateholder), the Trustee or the Custodian on its
behalf will review the Mortgage Files and certify (in a certificate
substantially in the form of Exhibit C-2) to each of the Depositor, the Master
Servicer, the Special Servicer and each Mortgage Loan Seller (with copies to the
Majority Subordinate Certificateholder) that, with respect to each Mortgage Loan
(and with respect to the LB-UBS 2007-C1 Serviced Mortgage Loan and its related
Companion Loan, only those items required pursuant to the definition of
"Mortgage File") listed in the Mortgage Loan Schedule, except as specifically
identified in the schedule of exceptions annexed thereto, (i) without regard to
the proviso in the definition of "Mortgage File," all documents specified in
clauses (i), (ii), (iv)(a), (v) and (vii), and to the extent provided in the
related Mortgage File and actually known by a Responsible Officer of the Trustee
to be required, clauses (iii), (iv)(b), (iv)(c), (vi), (viii) and (ix) through
and including (xv) of the definition of "Mortgage File" are in its possession,
(ii) all documents delivered or caused to be delivered by the applicable
Mortgage Loan Seller constituting the related Mortgage File have been reviewed
by it and appear regular on their face and appear to relate to such Mortgage
Loan, (iii) based on such examination and only as to the foregoing documents,
the information set forth in the Mortgage Loan Schedule for such Mortgage Loan
with respect to the items specified in clauses (v) and (vi)(C) of the definition
of "Mortgage Loan Schedule" is correct and (iv) solely with respect to the
Companion Loans, all documents specified in clause (xvi) of the definition of
Mortgage File are in its possession. Further, with respect to the documents
described in clause (viii) of the definition of Mortgage File, the Trustee may
assume, for purposes of the certification delivered in this Section 2.02(b) and
for purposes of determining (subject to the proviso at the end of this sentence)
where to file UCC Financing Statements, that the related Mortgage File should
include one state level UCC Financing Statement filing in the state of
incorporation of the Mortgagor for each Mortgaged Property (or with respect to
any Mortgage Loan that has two or more Mortgagors, for each Mortgagor);
provided, however, to the extent the Trustee has actual knowledge or is notified
of any fixture or real property UCC Financing Statements filed in the county of
the state where the related Mortgaged Property is located, the Trustee shall
file an assignment to the Trust Fund with respect to such UCC Financing
Statements in the appropriate jurisdiction under the UCC at the expense of the
related Mortgage Loan Seller. The UCC Financing Statements to be assigned to the
Trust Fund pursuant to Section 2.01(d) will be delivered by the related Mortgage
Loan Seller to the Trustee on the new national forms, in recordable form and
completed pursuant to Revised Article IX of the UCC. The Trustee will submit
such UCC Financing Statements for filing in the state of incorporation of the
related Mortgagor as so indicated on the documents provided.

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

            (d) The Trustee may establish a Special Reserve Account which shall
be an Eligible Account, and the Trustee or its designee shall deposit any amount
required to be deposited in a Special Reserve Account within 1 Business Day of
receipt. The related Mortgage Loan Seller may direct the Trustee to invest or
cause the investment of the funds deposited in the Special Reserve Account in
Permitted Investments that bear interest or are sold at a discount and that
mature, unless payable on demand, no later than the Business Day prior to the
next P&I Advance Date. The Trustee shall act upon the written instructions of
the related Mortgage Loan Seller with respect to the investment of the funds in
the Special Reserve Account in such Permitted Investments; provided that in the
absence of appropriate and timely written instructions from the related Mortgage
Loan Seller, the Trustee shall not have any obligation to invest or direct the
investment funds in such Special Reserve Account. All income and gain realized
from the investment of funds deposited in such Special Reserve Account shall be
for the benefit of the related Mortgage Loan Seller and shall be withdrawn by
the Trustee or its designees and remitted to the related Mortgage Loan Seller on
each P&I Advance Date (net of any losses incurred), and the related Mortgage
Loan Seller shall remit to the Trustee from the related Mortgage Loan Seller's
own funds for deposit into such Special Reserve Account the amount of any Net
Investment Loss (net of Net Investment Earnings) in respect of such Permitted
Investments immediately upon realization of such Net Investment Losses and
receipt of written notice thereof from the Trustee; provided that the related
Mortgage Loan Seller shall not be required to deposit any loss on an investment
of funds in the Special Reserve Account if such loss is incurred solely as a
result of the insolvency of the federal or state chartered depository
institution or trust company that holds such Special Reserve Account; provided
that such depository institution is not the same entity as such Mortgage Loan
Seller. The Special Reserve Account shall be considered an "outside reserve
fund" within the meaning of the REMIC Provisions, and such Special Reserve
Account (or any reimbursement from REMIC I or REMIC II with respect thereto)
will be beneficially owned by the related Mortgage Loan Seller, who shall be
taxable on all income, if any, with respect thereto.

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

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

            (a) If any party hereto discovers or receives notice that any
document or documents constituting a part of a Mortgage File (including that
part relating to the LB-UBS 2007-C1 Serviced Mortgage Loan being held by the
LB-UBS 2007-C1 Trustee) has not been properly executed, is missing (beyond the
time period required for its delivery hereunder), contains information that does
not conform in any material respect with the corresponding information set forth
in the Mortgage Loan Schedule, or does not appear to be regular on its face
(each a "Document Defect"), or discovers or receives notice of a breach of any
representation or warranty relating to any Mortgage Loan set forth in the
applicable Mortgage Loan Purchase Agreement (a "Breach"), the party discovering
such Document Defect or Breach shall give written notice (which notice, in
respect of any obligation of the Trustee to provide notice of a Document Defect,
shall be deemed given by the delivery of the certificate as required by Section
2.02(a)) to the other parties hereto, to the Majority Subordinate
Certificateholder and to the Rating Agencies of such Document Defect or Breach.
Promptly upon becoming aware of any Document Defect or Breach (including through
such written notice provided by any party hereto or the Majority Subordinate
Certificateholder as provided above), if any party hereto determines that such
Document Defect or Breach materially and adversely affects the value of the
affected Mortgage Loan, the interest of the Trust Fund therein or the interests
of any Certificateholder, such party shall notify the Master Servicer of such
determination and promptly after receipt of such notice, the Master Servicer, or
with respect to a Specially Serviced Mortgage Loan, the Special 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 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 90 days after any party to this Agreement discovers
such Document Defect or Breach) (i) cure such Document Defect or Breach, as the
case may be, in accordance with Section 3(c) of the applicable Mortgage Loan
Purchase Agreement, (ii) repurchase the affected Mortgage Loan (other than with
respect to the LB-UBS 2007-C1 Serviced Mortgage Loan, for which no substitution
shall be permitted) in accordance with Section 3(c) of the related Mortgage Loan
Purchase Agreement, or (iii) within two years of the Closing Date, substitute a
Qualified Substitute Mortgage Loan (other than with respect to the LB-UBS
2007-C1 Serviced Mortgage Loan, for which no substitution shall be permitted)
for such affected Mortgage Loan and pay the Master Servicer for deposit into the
Certificate Account any Substitution Shortfall Amount in connection therewith in
accordance with Sections 3(c) and 3(d) of the applicable Mortgage Loan Purchase
Agreement; provided, however, if such Document Defect or Breach is capable of
being cured, but not within such 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 90 day period, the applicable Mortgage Loan Seller
shall have an additional 90 days to complete such cure (or, failing such cure,
to repurchase the related Mortgage Loan); provided, further, with respect to
such additional 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 90 day period; provided,
further, no Document Defect (other than with respect to a Mortgage Note,
Mortgage, title insurance policy, Ground Lease, any letter of credit, franchise
agreement or any comfort letter and comfort letter transfer documents
(collectively, the "Material Core Documents")) shall be considered to materially
and adversely affect the interests of any Certificateholder, the interest of the
Trust Fund therein or the value of the related Mortgage Loan unless the document
with respect to which the Document Defect exists is required in connection with
an imminent enforcement of the mortgagee's rights or remedies under the related
Mortgage Loan, defending any claim asserted by any Mortgagor or third party with
respect to the Mortgage Loan, establishing the validity or priority of any lien
on any collateral securing the Mortgage Loan or for any immediate significant
servicing obligations; provided, further, with respect to Document Defects which
materially and adversely affect the interest of any Certificateholder, the
interests of the Trust therein or the value of the related Mortgage Loan, other
than with respect to Document Defects relating to the Material Core Documents,
any applicable cure period following the initial 90 day cure period may be
extended by the Master Servicer or the Special Servicer if the document involved
is not needed imminently. Such extension will end upon 30 days notice of such
need as reasonably determined by the Master Servicer or Special Servicer (with a
possible 30 day extension if the Master Servicer or Special Servicer agrees that
the applicable Mortgage Loan Seller is diligently pursuing a cure). Pursuant to
the related Mortgage Loan Purchase Agreement, the related Mortgage Loan Seller
shall cure all Document Defects which materially and adversely affect the
interests of any Certificateholder, the interests of the Trust Fund therein or
the value of the related Mortgage Loan, regardless of the document involved, no
later than two years following the Closing Date; provided, however, the initial
90 day cure period referenced above shall not be reduced. For a period of two
years from the Closing Date, so long as there remains any Mortgage File as to
which there is any uncured Document Defect and so long as the applicable
Mortgage Loan Seller shall provide the Officer's Certificate pursuant to Section
3(c) of the applicable Mortgage Loan Purchase Agreement, the Trustee shall on a
quarterly basis prepare and deliver to the other parties a written report as to
the status of such uncured Document Defects as provided in this Section 2.03. If
the affected Mortgage Loan is to be repurchased or substituted, the Master
Servicer shall designate the Certificate Account as the account to which funds
in the amount of the Purchase Price or the Substitution Shortfall Amount, as
applicable, are to be wired. Any such repurchase or substitution of a Mortgage
Loan shall be on a whole loan, servicing released basis.

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

            With respect to any Crossed Loan, to the extent that the applicable
Mortgage Loan Seller is required to repurchase or substitute for such Mortgage
Loan in the manner prescribed in this Section 2.03(a) while the Trustee
continues to hold any other Crossed Loans in the related Crossed Group, the
applicable Mortgage Loan Seller and the Depositor will, as set forth in the
related Mortgage Loan Purchase Agreement (any expenses incurred by the Trustee
or the Master Servicer in connection with any modification or accommodation
referred to in such Mortgage Loan Purchase Agreement (including but not limited
to reasonable attorney fees) shall be paid by the related Mortgage Loan Seller),
forbear from enforcing any remedies against the other's Primary Collateral but
each will be permitted to exercise remedies against the Primary Collateral
securing its respective Mortgage Loans, including with respect to the Trustee,
the Primary Collateral securing Mortgage Loans still held by the Trustee.

            (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 substituted 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 substituted Mortgage Loan; provided
that such tender by the Trustee or the Custodian shall be conditioned upon its
receipt from the Master Servicer or the Special Servicer of a Request for
Release. Thereafter, the Trustee, the Custodian, the Master Servicer and the
Special Servicer shall have no further responsibility with regard to the related
repurchased Mortgage Loan(s) or deleted Mortgage Loan(s), as applicable, and the
related Mortgage File(s) and Servicing File(s). The Master Servicer shall, and
is hereby authorized and empowered by the Trustee to, prepare, execute and
deliver in its own name, on behalf of the Certificateholders and the Trustee or
any of them, the endorsements and assignments contemplated by this Section 2.03,
and the Trustee shall execute any powers of attorney that are prepared and
delivered to the Trustee by the Master Servicer and are necessary to permit the
Master Servicer to do so. The Master Servicer shall indemnify the Trustee for
any reasonable costs, fees, liabilities and expenses incurred by the Trustee in
connection with the negligent or willful misuse by the Master Servicer of such
powers of attorney. At the time a substitution is made, the related Mortgage
Loan Purchase Agreement will provide that the Mortgage Loan Seller shall deliver
the related Mortgage File to the Trustee and certify that the substitute
Mortgage Loan is a Qualified Substitute Mortgage Loan.

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

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

            (e) The Trustee with the cooperation of the Special Servicer (in the
case of Specially Serviced Mortgage Loans) shall, for the benefit of the
Certificateholders, enforce the obligations of the Mortgage Loan Sellers under
Section 3 of the applicable Mortgage Loan Purchase Agreement. The Trustee shall
include in the immediately succeeding Distribution Date Statement a notification
to the recipients of such Distribution Date Statement of any repurchase or
substitution of a Mortgage Loan required pursuant to the terms of the related
Mortgage Loan Purchase Agreement.

            (f) Notwithstanding the foregoing, if there exists a Breach relating
to whether or not the Mortgage Loan documents or any particular Mortgage Loan
document requires the related Mortgagor to bear the costs and expenses
associated with any particular action or matter under such Mortgage Loan
document(s) with respect to matters described in Representations 23 and 43 of
the applicable Mortgage Loan Purchase Agreement, then the Master Servicer shall
(and the Special Servicer may) direct the related Mortgage Loan Seller in
writing to wire transfer to the Certificate Account, within 90 days of such
Mortgage Loan Seller's receipt of such direction, the amount of any such costs
and expenses borne by the Trust Fund that are the basis of such Breach. Upon its
making such deposit, the related Mortgage Loan Seller shall be deemed to have
cured such Breach in all respects. Provided such payment is made in full, this
paragraph describes the sole remedy available to the Certificateholders, the
Master Servicer, the Special Servicer, and the Trustee on their behalf regarding
any such Breach and the related Mortgage Loan Seller shall not be obligated to
repurchase the affected Mortgage Loan on account of such Breach or otherwise
cure such Breach. Amounts deposited in the Certificate Account pursuant to this
paragraph shall be used for the reimbursement or payment of costs related to
such Breach.

            (g) With respect to any Mortgage Loan which has become a Defaulted
Mortgage Loan under this Agreement or with respect to which the related
Mortgaged Property has been foreclosed and which is the subject of a repurchase
claim under the related Mortgage Loan Purchase Agreement, the Special Servicer,
with the consent of the Controlling Class Representative, shall notify the
related Mortgage Loan Seller in writing of its intention to sell such Defaulted
Mortgage Loan or REO Property at least 45 days prior to any such action. The
related Mortgage Loan Seller shall have 10 Business Days to determine whether or
not to consent to such sale. If the related Mortgage Loan Seller consents to
such sale or a court of competent jurisdiction determines that the related
Mortgage Loan Seller was liable under the related Mortgage Loan Purchase
Agreement to repurchase such Defaulted Mortgage Loan or REO Property then such
Mortgage Loan Seller shall be liable for the difference (if any) between the
price of the Mortgage Loan or REO Property as sold and the price which the
related Mortgage Loan Seller would have to pay if it repurchased such Defaulted
Mortgage Loan or REO Property. If the related Mortgage Loan Seller does not
consent to such sale, the Special Servicer shall contract with a Determination
Party as to the merits of such sale. If the related Determination Party
determines that such sale is in accordance with the Servicing Standard and the
provisions of this Agreement with respect to the sale of Defaulted Mortgage
Loans or REO Properties and subsequent to such a sale, a court of competent
jurisdiction determines that related Mortgage Loan Seller was liable under the
related Mortgage Loan Purchase Agreement and required to repurchase such
Defaulted Mortgage Loan or REO Property in accordance with the terms thereof,
then pursuant to the related Mortgage Loan Purchase Agreement, the related
Mortgage Loan Seller shall remit to the Special Servicer an amount equal to the
difference (if any) between the proceeds of the related action and the price at
which the related Mortgage Loan Seller would have been obligated to pay had the
related Mortgage Loan Seller repurchased such Defaulted Mortgage Loan or REO
Property in accordance with the terms of the related Mortgage Loan Purchase
Agreement, including the costs related to contracting with the related
Determination Party. If the related Determination Party determines that the sale
of the related Defaulted Mortgage Loan or REO Property is not in accordance with
the Servicing Standard and the provision of this Agreement with respect to the
sale of Defaulted Mortgage Loans or REO Properties and the Special Servicer
subsequently sells such Mortgage Loan or REO Property, then the related Mortgage
Loan Seller shall not be liable for any such difference (nor any cost of
contracting with the Determination Party). In the event that (a) the Special
Servicer ignores the determination of the Determination Party and sells the
related Defaulted Mortgage Loan or REO Property and/or (b) a court of competent
jurisdiction determines that the related Mortgage Loan Seller is not obligated
to repurchase the related Defaulted Mortgage or REO Property, the costs of
contracting with the Determination Party will constitute an Additional Trust
Fund Expense. If the related Mortgage Loan Seller is required pursuant to the
related Mortgage Loan Purchase Agreement to remit the amounts set forth in this
Section 2.03(g), the Special Servicer shall designate the Certificate Account as
the account to which such funds shall be wired.

            Section 2.04. Representations and Warranties of Depositor.

            (a) The Depositor hereby represents and warrants to the Trustee, for
its own benefit and the benefit of the Certificateholders, and to the Master
Servicer, the Paying Agent 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
Sections 2.04(a) and 8.17 shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust Fund remains in existence. Upon discovery by
any party hereto of any breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
thereof to the other parties.

            Section 2.05. Conveyance of Mortgage Loans; Acceptance of REMIC I
and Additional Interest Grantor Trusts by Trustee.

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

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

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

            Section 2.07. 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 and Class A-MFL Regular Interest.

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

            Section 2.09. Execution, Authentication and Delivery of Class A-MFL
Certificates.

            Concurrently with the assignment to the Trustee of the Class
A-MFL Regular Interest, the executed Swap Contract and the established
Floating Rate Account comprising the Class A-MFL Grantor Trust 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 A-MFL Certificates.

            Section 2.10. Execution, Authentication and Delivery of Class Z
Certificates.

            Concurrently with the assignment to the Trustee of the Additional
Interest, and in exchange therefor, the Trustee, pursuant to the written request
of the Depositor executed by an officer of the Depositor, has executed, as
Certificate Registrar, authenticated, as Authenticating Agent and delivered to
or upon the order of the Depositor, the Class Z 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 (other than the LB-UBS 2007-C1
Serviced Mortgage Loan) and Companion Loans (other than the Non-Serviced
Companion Loan) that each is obligated to service and administer pursuant to
this Agreement on behalf of the Trustee, for the benefit of the
Certificateholders and in the case of the Companion Loans, the related Companion
Holder, in accordance with any and all applicable laws, the terms of this
Agreement (and, with respect to a Loan Pair, the related Intercreditor
Agreement), the terms of the respective Mortgage Loans, and, if applicable, the
Companion Loans and, to the extent consistent with the foregoing, in accordance
with the Servicing Standard. With respect to any Loan Pair, in the event of a
conflict between this Agreement and the related Intercreditor Agreement, the
Intercreditor Agreement will control; provided that in no event shall the Master
Servicer or Special Servicer take any action or omit to take any action in
accordance with the terms of any Intercreditor Agreement that would cause such
servicer to violate the Servicing Standard or the REMIC Provisions. Without
limiting the foregoing, and subject to Section 3.21, (i) the Master Servicer
shall service and administer all Mortgage Loans and the Companion Loans (other
than the LB-UBS 2007-C1 Serviced Mortgage Loan and its related Companion Loan)
that are not Specially Serviced Mortgage Loans, and (ii) the Special Servicer
shall service and administer each Specially Serviced Mortgage Loan (other than
the LB-UBS 2007-C1 Serviced Mortgage Loan and its related Companion 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, the Master Servicer shall not be liable for its failure to comply with
such duties insofar as such failure results from a failure by the Special
Servicer to provide sufficient information to the Master Servicer to comply with
such duties or failure by the Special Servicer to otherwise comply with its
obligations hereunder; provided, further, the Special Servicer shall not be
liable for its failure to comply with such duties insofar as such failure
results from a failure by the Master Servicer to provide sufficient information
to the extent required herein to the Special Servicer to comply with such duties
or failure by the Master Servicer to otherwise comply with its obligations
hereunder. All references herein to the respective duties of the Master Servicer
and the Special Servicer, and to the areas in which they may exercise
discretion, shall be subject to Section 3.21.

            The parties hereto acknowledge that the LB-UBS 2007-C1 Serviced
Mortgage Loan and its related Companion Loan are being serviced and administered
under the LB-UBS 2007-C1 Pooling and Servicing Agreement. The Master Servicer,
the Special Servicer, the Trustee and the Paying Agent shall have no obligation
or authority (i) to service and administer the LB-UBS 2007-C1 Serviced Mortgage
Loan or its related Companion Loans (except for the limited duties with respect
to the LB-UBS 2007-C1 Serviced Mortgage Loan expressly provided herein), (ii) to
supervise the LB-UBS 2007-C1 Master Servicer, the LB-UBS 2007-C1 Special
Servicer, the LB-UBS 2007-C1 Trustee or (iii) to make Servicing Advances or P&I
Advances (except to the limited extent described in Section 4.03 with respect to
P&I Advances to be made by the Master Servicer or the Trustee on the LB-UBS
2007-C1 Serviced Mortgage Loan). In addition to any other obligations expressly
set forth herein by specific reference to the LB-UBS 2007-C1 Serviced Mortgage
Loan, the Master Servicer, the Special Servicer, the Trustee and the Paying
Agent shall have the following obligations with respect to the LB-UBS 2007-C1
Serviced Mortgage Loan, as the case may be:

            (i) The Trustee and the Paying Agent shall have the obligations
      described under Section 2.02 with respect to the Mortgage File for the
      LB-UBS 2007-C1 Serviced Mortgage Loan;

            (ii) Each of the Master Servicer, the Special Servicer and the
      Trustee shall have the obligations applicable to such party under Section
      2.03 with respect to the LB-UBS 2007-C1 Serviced Mortgage Loan;

            (iii) The Master Servicer shall have the obligations described under
      Sections 3.04 and 3.05 with respect to all amounts received from the
      LB-UBS 2007-C1 Master Servicer with respect to the LB-UBS 2007-C1 Serviced
      Mortgage Loan;

            (iv) The Trustee shall have the obligations described under Section
      3.10 with respect to the Mortgage File for the LB-UBS 2007-C1 Serviced
      Mortgage Loan;

            (v) Upon receipt of information and reports on the LB-UBS 2007-C1
      Serviced Mortgage Loan from the LB-UBS 2007-C1 Master Servicer, the Master
      Servicer shall include such information in the reports and notices
      required under Section 3.12;

            (vi) The Master Servicer and the Paying Agent shall each have the
      obligations applicable to such party under Section 3.15 with respect to
      information and reports it has received regarding the LB-UBS 2007-C1
      Serviced Mortgage Loan; and

            (vii) The Master Servicer shall have the obligations described under
      Section 3.19(a) with respect to any Prepayment Interest Shortfall on the
      LB-UBS 2007-C1 Serviced Mortgage Loan.

            The obligation of the Master Servicer to provide information and
collections to the Paying Agent and the Certificateholders with respect to the
LB-UBS 2007-C1 Serviced Mortgage Loan shall be dependent on its receipt of the
corresponding information and collections from the LB-UBS 2007-C1 Master
Servicer or the LB-UBS 2007-C1 Special Servicer.

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

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

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

            (e) Servicing and administration of each Companion Loan (other than
the Non-Serviced Companion Loan) shall continue hereunder for so long as the
corresponding Co-Lender Loan (other than the LB-UBS 2007-C1 Serviced Mortgage
Loan) or any related REO Property is part of the Trust Fund or for such longer
period as any amounts payable by the related Companion Holder to or for the
benefit of the Trust Fund or any party hereto in accordance with the related
Intercreditor Agreement remain due and owing; provided, however, if any
Companion Loan (other than the Non-Serviced Companion Loan) is securitized, the
Master Servicer's servicing obligations and duties with respect to the related
Companion Loan shall be limited to those obligations and duties described in the
related Intercreditor Agreement and this Agreement.

            Section 3.02. Collection of Mortgage Loan Payments.

            (a) Each of the Master Servicer or the Special Servicer shall
undertake reasonable efforts consistent with the Servicing Standard to collect
all payments required under the terms and provisions of the Mortgage Loans and
Companion Loans, and any guaranties thereof, it is obligated to service
hereunder and shall, to the extent such procedures shall be consistent with this
Agreement, follow such collection procedures in accordance with the Servicing
Standard; provided, however, nothing herein shall be construed as an express or
implied guarantee by the Master Servicer or the Special Servicer of
collectability; provided, further, 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 (other than
the LB-UBS 2007-C1 Serviced Mortgage Loan or the Non-Serviced 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 (other than the LB-UBS 2007-C1 Serviced Mortgage Loan or the
Non-Serviced Companion Loan).

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

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

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

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

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

            (a) The Master Servicer shall, as to all Mortgage Loans (other than
the LB-UBS 2007-C1 Serviced Mortgage Loan) and Companion Loans (other than the
Non-Serviced Companion Loan), 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 REMIC I, REMIC II or the Grantor Trusts.

            (b) The Master Servicer (for the Mortgage Loans other than Specially
Serviced Mortgage Loans, the LB-UBS 2007-C1 Serviced Mortgage Loan and REO
Loans) or the Special Servicer (for Specially Serviced Mortgage Loans and REO
Loans) shall (i) maintain accurate records with respect to the related Mortgaged
Property reflecting the status of real estate taxes, assessments and other
similar items that are or may become a lien thereon and the status of insurance
premiums and any ground rents payable in respect thereof and (ii) use reasonable
efforts to obtain, from time to time, all bills for the payment of such items
(including renewal premiums) and shall effect payment thereof prior to the
applicable penalty or termination date and, in any event, prior to the
institution of foreclosure or similar proceedings with respect to the related
Mortgaged Property for nonpayment of such items. For purposes of effecting any
such payment for which it is responsible, the Master Servicer shall apply Escrow
Payments (at the direction of the Special Servicer for Specially Serviced
Mortgage Loans and REO Loans) as allowed under the terms of the related Mortgage
Loan or Companion Loan or, if such Mortgage Loan or Companion Loan does not
require the related Mortgagor to escrow for the payment of real estate taxes,
assessments, insurance premiums, ground rents (if applicable) and similar items,
the Master Servicer shall, as to all Mortgage Loans or Companion Loans, use
reasonable efforts consistent with the Servicing Standard to enforce the
requirement of the related Mortgage that the Mortgagor make payments in respect
of such items at the time they first become due, and, in any event, prior to the
institution of foreclosure or similar proceedings with respect to the related
Mortgaged Property for nonpayment of such items.

            (c) The Master Servicer shall, as to all Mortgage Loans and
Companion Loans (other than the LB-UBS 2007-C1 Serviced Mortgage Loan and its
related Companion Loan), subject to Section 3.01(d), make a Servicing Advance
with respect to the related Mortgaged Property in an amount equal to all such
funds as are necessary for the purpose of effecting the payment of (i) real
estate taxes, assessments, penalties and other similar items, (ii) ground rents
(if applicable), and (iii) premiums on Insurance Policies in each instance if
and to the extent Escrow Payments (if any) collected from the related Mortgagor
are insufficient to pay such item when due and the related Mortgagor has failed
to pay such item on a timely basis; provided that the Master Servicer shall not
make any Servicing Advance prior to the penalty date or cancellation date, as
applicable, if the Master Servicer reasonably anticipates in accordance with the
Servicing Standard that the Mortgagor will pay such amount on or before the
penalty date or cancellation date; provided, further, the Master Servicer shall
not be obligated to make any Servicing Advance that would, if made, constitute a
Nonrecoverable Servicing Advance but may, but is not required to, pay such
amounts out of funds in the Certificate Account if it determines that such
payment would be in the best interests of the Certificateholders and such
payment may be withdrawn from amounts in the Certificate Account; provided that
the Master Servicer may conclusively rely upon any such nonrecoverability
determination by the Special Servicer. All such Servicing Advances or amounts
withdrawn from the Certificate Account shall be reimbursable in the first
instance from related collections from the Mortgagors, and further as provided
in Section 3.05(a). No costs incurred by the Master Servicer or the Trustee in
effecting the payment of real estate taxes, assessments and, if applicable,
ground rents on or in respect of such Mortgaged Properties shall, for purposes
of this Agreement, including, without limitation, the Paying Agent's calculation
of monthly distributions to Certificateholders, be added to the unpaid Stated
Principal Balances of the related Mortgage Loans or Companion Loans,
notwithstanding that the terms of such Mortgage Loans or Companion Loans so
permit. The foregoing shall in no way limit the Master Servicer's ability to
charge and collect from the Mortgagor such costs together with interest thereon.
In addition to any other rights to recovery set forth herein with respect to any
Servicing Advance made on the Peter Cooper Village & Stuyvesant Town Loan, the
Five Times Square Loan and the 485 Lexington Avenue Loan, the Master Servicer,
the Special Servicer or the Trustee, as applicable, shall be entitled to
recovery of a portion of such amounts without duplication from the holder of the
Pari Passu Companion Loan pursuant to the terms of the related Intercreditor
Agreement.

            The Special Servicer shall give the Master Servicer and the Trustee
not less than 5 Business Days' notice with respect to Servicing Advances to be
made on any Specially Serviced Mortgage Loan or REO Property, before the date on
which the Master Servicer is required to make any Servicing Advance with respect
to a given Mortgage Loan, Companion Loan or REO Property; provided, however,
only 2 Business Days' notice shall be required in respect of Servicing Advances
required to be made on an urgent or emergency basis (which may include, without
limitation, Servicing Advances required to make tax or insurance payments). In
addition, the Special Servicer shall provide the Master Servicer and the Trustee
with such information in its possession as the Master Servicer or the Trustee,
as applicable, may reasonably request to enable the Master Servicer or the
Trustee, as applicable, to determine whether a requested Servicing Advance would
constitute a Nonrecoverable Servicing Advance. Any request by the Special
Servicer that the Master Servicer make a Servicing Advance shall be deemed to be
a determination by the Special Servicer that such requested Servicing Advance is
not a Nonrecoverable Servicing Advance, and the Master Servicer shall be
entitled to conclusively rely on such determination. On the fourth Business Day
before each Distribution Date, the Special Servicer shall report to the Master
Servicer the Special Servicer's determination as to whether any Servicing
Advance previously made with respect to a Specially Serviced Mortgage Loan or
REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be
entitled to conclusively rely on such a determination.

            If the Master Servicer is required under any provision of this
Agreement (including, but not limited to, this Section 3.03(c)) to make a
Servicing Advance, but does not do so within 15 days after such Advance is
required to be made (or such shorter period as may be required to avoid
foreclosure of liens for delinquent real estate taxes or a lapse in insurance
coverage), the Trustee shall, if a Responsible Officer of the Trustee has actual
knowledge of such failure on the part of the Master Servicer, give written
notice of such failure to the Master Servicer. If such Servicing Advance is not
made by the Master Servicer within 3 Business Days after such notice then
(subject to a determination that such Servicing Advance would not be a
Nonrecoverable Servicing Advance) the Trustee shall make such Servicing Advance.
Any failure by the Master Servicer to make a Servicing Advance hereunder shall
constitute an Event of Default by the Master Servicer subject to and as provided
in Section 7.01.

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

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

            (f) The Master Servicer shall, as to all Mortgage Loans (other than
the LB-UBS 2007-C1 Serviced Mortgage Loan) and Companion Loans (other than the
Non-Serviced Companion Loan), 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 related Mortgage Loan
documents and (ii) to pay the Master Servicer interest and investment income
earned on amounts in the Reserve Accounts as described below if permitted under
the related Mortgage Loan documents. To the extent permitted in the applicable
Mortgage, funds in the Reserve Accounts to the extent invested may be only
invested in Permitted Investments in accordance with the provisions of Section
3.06. All Reserve Accounts shall be Eligible Accounts. The Reserve Accounts
shall not be considered part of the segregated pool of assets comprising REMIC
I, REMIC II or the Grantor Trusts. Consistent with the Servicing Standard, the
Master Servicer may waive or extend the date set forth in any agreement
governing such Reserve Funds by which the required repairs and/or capital
improvements at the related Mortgaged Property must be completed.

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

            (a) The Master Servicer shall establish and maintain one or more
accounts (collectively, the "Certificate Account"), held on behalf of the
Trustee in trust for the benefit of the Certificateholders and, to the extent
funds on deposit in the Certificate Account are allocable to the related
Companion Loans (other than the Non-Serviced Companion Loan), the related
Companion Holders, but solely to the extent set forth in the related
Intercreditor Agreement and subject to any provisions relating to subordination
of rights with respect to the Co-Lender Loans. The Certificate Account shall be
an Eligible Account. The Master Servicer shall deposit or cause to be deposited
in the Certificate Account, within 1 Business Day of receipt of available funds
(in the case of payments by Mortgagors or other collections on the Mortgage
Loans or the Companion Loans) or as otherwise required hereunder, the following
payments and collections received or made by the Master Servicer or on its
behalf subsequent to the Cut-Off Date (other than in respect of principal and
interest on the Mortgage Loans or the Companion Loans (other than the
Non-Serviced Companion Loan) 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 (other than the Non-Serviced Companion Loan), including
      Principal Prepayments;

            (ii) all payments on account of interest on the Mortgage Loans or
      Companion Loans (other than the Non-Serviced Companion Loan), 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
      (other than the Non-Serviced Companion Loan) (including, without
      limitation, any amounts representing recoveries of Nonrecoverable Advances
      or Unliquidated Advances, including interest on such Nonrecoverable
      Advances or Unliquidated Advances in respect of the related Mortgage
      Loans);

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

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

            (vii) any amounts required to be transferred from an REO Account
      pursuant to Section 3.16(c) and any amounts received from a Mortgage Loan
      Seller with respect to a Special Reserve Account pursuant to Section
      2.02(d);

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

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

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

            (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;

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

            (xiii) all amounts remitted or advanced by the LB-UBS 2007-C1 Master
      Servicer in respect of the LB-UBS 2007-C1 Serviced Mortgage Loan, pursuant
      to the LB-UBS 2007-C1 Pooling and Servicing Agreement and the related
      Intercreditor Agreement.

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

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

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

            The Companion Paying Agent shall establish and maintain one or more
trust accounts for distributions to the Companion Loans (other than the
Non-Serviced Companion Loan) (collectively, the "Companion Distribution
Account") to be held on behalf of the related Companion Holder(s). The Companion
Distribution Account shall be an Eligible Account and may be a subaccount of the
Certificate Account. The Master Servicer hereby authorizes the Companion Paying
Agent to make deposits in and withdrawals from the Companion Distribution
Account in accordance with the terms of this Agreement. Unless the Companion
Distribution Account is the related subaccount or subaccounts of the Certificate
Account as allowed by the last sentence of the definition of Companion
Distribution Account, the Master Servicer shall deliver to the Companion Paying
Agent each month on or before 2:00 p.m. New York City time on the P&I Advance
Date 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(s) pursuant to the related
Intercreditor Agreement.

            In addition, the Master Servicer shall, as and when required
hereunder, deliver to the Paying Agent for deposit in the Distribution Account:

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

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

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

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

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

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

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

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

            (g) On or before the Closing Date, the Paying Agent shall establish
and maintain the Floating Rate Account in trust for the benefit of the Class
A-MFL Certificateholders and the Swap Counterparty. The Floating Rate Account
shall (i) at all times be an Eligible Account and (ii) relate solely to the
Class A-MFL Certificates and amounts payable in respect of the Swap Contract.
The Paying Agent shall deposit into the Floating Rate Account all amounts
received in respect of distributions on the Class A-MFL Regular Interest as
specified in Section 3.04(b), and shall immediately deposit into the Floating
Rate Account all amounts received under the Swap Contract.

            (h) On or before the Closing Date, the Trustee shall establish and
maintain one or more accounts (collectively, the "Interest Shortfall Account"),
held on behalf of the Trustee in trust for the benefit of the
Certificateholders. On the Closing Date, the Depositor shall deposit or cause to
be deposited the Interest Shortfall Amount.

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

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

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

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

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

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

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

            (vi) to reimburse the Trustee, itself or the Special Servicer, in
      that order, for any unreimbursed Servicing Advances, the Trustee's, the
      Master Servicer's and the Special Servicer's respective rights to
      reimbursement pursuant to this clause (vi) with respect to any Servicing
      Advance (other than Nonrecoverable Advances and Workout-Delayed
      Reimbursement Amounts that are reimbursed pursuant to clause (vii) below)
      being limited to payments made by the related Mortgagor that are allocable
      to such Servicing Advance, or to Liquidation Proceeds, Insurance Proceeds
      and, if applicable, REO Revenues received in respect of the particular
      Mortgage Loan, Companion Loan or REO Property as to which such Servicing
      Advance was made (provided that in case of such reimbursement relating to
      any Co-Lender Loan, such reimbursements shall be made first, from amounts
      collected on the related Subordinate Companion Loan and then from the
      related Co-Lender Loan (and Pari Passu Companion Loan, if any) in
      accordance with the terms of the related Intercreditor Agreement);

            (vii) to reimburse the Trustee, itself or the Special Servicer, in
      that order, (A) for any unreimbursed Advances (including interest at the
      Reimbursement Rate) that have been or are determined to be Nonrecoverable
      Advances and for any Workout-Delayed Reimbursement Amounts, in that order,
      and (B) to pay itself, with respect to any Mortgage Loan (including, if
      applicable, the LB-UBS 2007-C1 Serviced Mortgage Loan), Companion Loan or
      any REO Property, any related earned Master Servicing Fee that remained
      unpaid in accordance with clause (iii) above, in the case of clause (B),
      following a Final Recovery Determination made with respect to such
      Mortgage Loan or REO Property and the deposit into the Certificate Account
      of all amounts received in connection therewith; provided, however, any
      reimbursement of Nonrecoverable Advances or Workout Delayed Reimbursement
      Amounts payable pursuant to this clause (vii), with respect to
      Nonrecoverable Advances shall be deemed to be recovered, first, from
      collections or receipts on the Mortgage Loans and REO Properties in
      respect of principal and then in respect of interest and other
      collections, and, with respect to Workout Delayed Reimbursement Amounts,
      only out of collections and receipts on the Mortgage Loans and REO
      Properties in respect of principal;

            (viii) to reimburse the LB-UBS 2007-C1 Master Servicer or the LB-UBS
      2007-C1 Special Servicer for unreimbursed advances (including interest on
      such advances) made by such party pursuant to the LB-UBS 2007-C1 Pooling
      and Servicing Agreement, in respect of the LB-UBS 2007-C1 Serviced
      Mortgage Loan (other than principal and interest advances made on the Pari
      Passu Companion Loan), that have been or are determined to be
      nonrecoverable advances and for any workout-delayed reimbursement amounts,
      in that order, pursuant to the terms of the LB-UBS 2007-C1 Pooling and
      Servicing Agreement (up to, with respect to a servicing advance, the
      LB-UBS 2007-C1 Serviced Mortgage Loan's pro rata share of such advance, or
      if the amount of such pro rata share, together with amounts available from
      collections in the certificate account created under the LB-UBS 2007-C1
      Pooling and Servicing Agreement is insufficient to reimburse the party
      that made such advance, then up to the full amount of such advance made on
      the LB-UBS 2007-C1 Serviced Mortgage Loan and interest thereon); provided,
      however, any reimbursement of Nonrecoverable Advances or Workout Delayed
      Reimbursement Amounts payable pursuant to this clause (viii), with respect
      to Nonrecoverable Advances, shall be deemed to be recovered, first, from
      collections or receipts on the Mortgage Loans and REO Properties in
      respect of principal and then in respect of interest and other
      collections, and, with respect to Workout Delayed Reimbursement Amounts,
      only out of collections and receipts on the Mortgage Loans and REO
      Properties in respect of principal;

            (ix) at such time as it reimburses the Trustee, itself, the Special
      Servicer, the LB-UBS 2007-C1 Master Servicer or the LB-UBS 2007-C1 Special
      Servicer, in that order, for any unreimbursed Advance (including any
      Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant
      to clause (ii), (vi), (vii) or (viii) above, to pay the Trustee, itself,
      the Special Servicer, the LB-UBS 2007-C1 Master Servicer or the LB-UBS
      2007-C1 Special Servicer, as the case may be, in that order, any interest
      accrued and payable thereon in accordance with Section 3.03(d) or 4.03(d)
      or, with respect to the LB-UBS 2007-C1 Serviced Mortgage Loan, pursuant to
      the LB-UBS 2007-C1 Pooling and Servicing Agreement, as applicable;
      provided that the Trustee's, the Master Servicer's, the Special
      Servicer's, the LB-UBS 2007-C1 Master Servicer's and the LB-UBS 2007-C1
      Special Servicer's rights to payment pursuant to this clause (ix) with
      respect to interest on any Advance shall be satisfied (A) subject to and
      in accordance with the terms of the Intercreditor Agreement with respect
      to the related Loan Pair, first out of late payment charges and Penalty
      Interest collected on or in respect of the related Mortgage Loan (and if
      the Advance was made with respect to a Co-Lender Loan, out of such amounts
      collected on or in respect of the related Companion Loan(s)) 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;

            (x) to pay for costs and expenses incurred by the Trust Fund
      pursuant to the first sentence of Section 3.12(a) or, pursuant to Section
      3.12, as to any Mortgage Loan that is a Specially Serviced Mortgage Loan;

            (xi) to pay itself, as additional servicing compensation in
      accordance with Section 3.11(b), (A) interest and investment income earned
      in respect of amounts held in the Certificate Account as provided in
      Section 3.06(b), but only to the extent of the Net Investment Earnings
      with respect to the Certificate Account for any Collection Period; (B) any
      Prepayment Interest Excesses, and (C) Penalty Interest and late payment
      charges on Mortgage Loans that are not Specially Serviced Mortgage Loans
      (to the extent such Penalty Interest and/or late payment charges were not
      applied to offset interest on Advances pursuant to Section 3.05(a)(ix)(A)
      or Additional Trust Fund Expenses pursuant to Section 3.11(b) or
      inspection expenses pursuant to Section 3.12(a));

            (xii) 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 (ix)(A) of this Section or
      Additional Trust Fund Expenses pursuant to Section 3.11(d) or inspection
      expenses pursuant to Section 3.12(a));

            (xiii) to pay for the cost of an independent appraiser or other
      expert in real estate matters retained pursuant to Section 3.03(e),
      3.09(a), 3.18(b), 4.03(c) or 9.01;

            (xiv) 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;

            (xv) 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);

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

            (xvii) to withdraw any Interest Reserve Amount and remit such
      Interest Reserve Amount to the Trustee for deposit into the Interest
      Reserve Account pursuant to Section 3.04(c);

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

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

            (xx) 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);

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

            (xxii) to withdraw any amounts deposited in error;

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

            (xxiv) 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)-(xxiv) above.
Upon request, the Master Servicer shall provide to the Trustee such records and
any other information in the possession of the Master Servicer to enable the
Trustee to determine the amounts attributable to REMIC I (with respect to the
Mortgage Loans) and the Companion Loans. The Master Servicer shall, to the
extent permitted by the terms of the related Intercreditor Agreement, make
claims for reimbursement from the related Companion Holder in connection with
related Servicing Advances and interest thereon and other related expenses so as
to minimize the total amount of withdrawals on the Certificate Account for such
items. Nothing in the foregoing sentence shall limit the Master Servicer's
rights to be reimbursed for claims relating to the Companion Loans that are
reimbursable claims pursuant to the terms of this Agreement. Notwithstanding
anything in this Section 3.05(a) to the contrary, in no event shall the Master
Servicer withdraw from funds on deposit in the Certificate Account any amount to
be applied to, or to provide reimbursement for, any amounts referenced in this
Section 3.05(a) (other than amounts referenced in clause (xx)) which relate to
any Companion Loan to the extent the related Co-Lender Loan has been paid in
full in a prior Collection Period. For the avoidance of doubt, in no event shall
the Master Servicer withdraw from funds on deposit in the Certificate Account
any amounts allocable to the State Street Financial Center Pari Passu Companion
Loan (other than Penalty Interest and late payment charges) to be applied to, or
to provide reimbursement for, any costs, expenses, indemnities, losses or
liabilities relating or allocable to any Mortgage Loan or Companion Loan other
than the State Street Financial Center Pari Passu Companion Loan or the LB-UBS
2007-C1 Serviced Mortgage Loan.

            The Master Servicer shall pay to the Special Servicer (or to third
party contractors at the direction of the Special Servicer) or the Trustee from
the Certificate Account amounts permitted to be paid to the Special Servicer (or
to such third party contractors) or the Trustee therefrom promptly upon receipt
of a certificate of a Servicing Officer of the Special Servicer or of a
Responsible Officer of the Trustee, describing the item and amount to which the
Special Servicer (or such third party contractors) or the Trustee is entitled.
The Master Servicer may rely conclusively on any such certificate and shall have
no duty to re-calculate the amounts stated therein. With respect to any
reimbursement to be made hereunder to the LB-UBS 2007-C1 Master Servicer or the
LB-UBS 2007-C1 Special Servicer in respect of any Servicing Advance (as defined
in the LB-UBS 2007-C1 Pooling and Servicing Agreement) made by such parties
subsequently determined to be a nonrecoverable advance pursuant to the terms of
the LB-UBS 2007-C1 Pooling and Servicing Agreement, the Master Servicer may
conclusively rely on a written statement from such party delivered to the Master
Servicer that such Advance (as defined in the LB-UBS 2007-C1 Pooling and
Servicing Agreement) is a nonrecoverable advance under the terms of the LB-UBS
2007-C1 Pooling and Servicing Agreement. The Special Servicer shall keep and
maintain separate accounting for each Specially Serviced Mortgage Loan and REO
Property, on a loan-by-loan and property-by-property basis, for the purpose of
justifying any request for withdrawal from the Certificate Account. With respect
to each Mortgage Loan or Companion Loan for which it makes an Advance, the
Trustee shall similarly keep and maintain separate accounting for each Mortgage
Loan or Companion Loan, on a loan-by-loan and property-by-property basis, for
the purpose of justifying any request for withdrawal from the Certificate
Account for reimbursements of Advances or interest thereon.

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

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

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

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

            (i) to make deemed distributions to itself as holder of the REMIC I
      Regular Interests, to make distributions to the Floating Rate Account with
      respect to the Class A-MFL Regular Interest and to make distributions to
      Certificateholders on each Distribution Date, pursuant to Sections 4.01
      and 9.01, as applicable;

            (ii) to pay the Trustee or any of its directors, officers, employees
      and agents, as the case may be, any amounts payable or reimbursable to any
      such Person pursuant to Section 8.05;

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

            (iv) to pay for the cost of the Opinions of Counsel sought by the
      Trustee (A) as provided in clause (v) of the definition of "Disqualified
      Organization", (B) as contemplated by Section 3.20(d), 9.02(a) and
      10.01(h), or (C) as contemplated by Section 11.01(a) or 11.01(c) in
      connection with any amendment to this Agreement requested by the Trustee
      which amendment is in furtherance of the rights and interests of
      Certificateholders; provided that a portion of such costs shall be
      allocated pursuant to the LB-UBS 2007-C1 Pooling and Servicing Agreement
      and the related Intercreditor Agreement if such costs relate to the State
      Street Financial Center Whole Loan;

            (v) to pay any and all federal, state and local taxes imposed on
      REMIC I or REMIC II or on the assets or transactions of either such REMIC,
      together with all incidental costs and expenses, to the extent none of the
      Trustee, the REMIC Administrator, the Master Servicer or the Special
      Servicer is liable therefor pursuant to Section 10.01(i); provided that a
      portion of such amounts shall be allocated pursuant to the LB-UBS 2007-C1
      Pooling and Servicing Agreement and the related Intercreditor Agreement if
      such costs relate to the State Street Financial Center Whole Loan;

            (vi) to pay the REMIC Administrator any amounts reimbursable to it
      pursuant to Section 10.01(e); provided that a portion of such amounts
      shall be allocated pursuant to the LB-UBS 2007-C1 Pooling and Servicing
      Agreement and the related Intercreditor Agreement if such costs relate to
      the State Street Financial Center Whole Loan;

            (vii) to pay to the Master Servicer any amounts deposited by the
      Master Servicer in the Distribution Account not required to be deposited
      therein; and

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

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

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

            (d) The Trustee shall on each P&I Advance Date to occur in March of
each year, and in the event the final Distribution Date occurs in February on
the P&I Advance Date to occur in such February, 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).

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

            (g) The Paying Agent shall make withdrawals from the Floating Rate
Account in the following order of priority and only for the following purposes:

            (i) to withdraw amounts deposited in the Floating Rate Account in
      error and pay such amounts to Persons entitled thereto;

            (ii) out of interest amounts to make regularly scheduled payments of
      interest required to be paid to the Swap Counterparty under the Swap
      Contract as specified in Section 3.30(c), provided there is no Swap
      Default;

            (iii) to make distributions to the Holders of the Class A-MFL
      Certificates pursuant to Section 4.01(j); and

            (iv) to clear and terminate the Floating Rate Account pursuant to
      Section 9.01.

            (h) In the event that servicing advances have been made with respect
the LB-UBS 2007-C1 Serviced Mortgage Loan under the LB-UBS 2007-C1 Pooling and
Servicing Agreement, by the LB-UBS 2007-C1 Master Servicer, and in accordance
with the LB-UBS 2007-C1 Pooling and Servicing Agreement, if a subsequent
determination has been made that such advance constitutes a nonrecoverable
advance, the party that made such advance shall be entitled to a reimbursement
of such advance with interest thereon as set forth in the LB-UBS 2007-C1 Pooling
and Servicing Agreement, from general collections on all Mortgage Loans in the
Certificate Account (up to, with respect to a servicing advance, the LB-UBS
2007-C1 Serviced Mortgage Loan's pro rata share of such advance, or if the
amount of such pro rata share, together with amounts available from collections
in the certificate account created under the LB-UBS 2007-C1 Pooling and
Servicing Agreement, is insufficient to reimburse the party that made such
advance, then up to the full amount of such advance made on the LB-UBS 2007-C1
Serviced Mortgage Loan and interest thereon) subject, in each case, to the terms
of the related Intercreditor Agreement.

            (i) The Paying Agent shall withdraw the Interest Shortfall Amount
from the Interest Shortfall Account on the first P&I Advance Date only and
deposit such amount into the Distribution Account.

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

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

            (i) 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

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

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

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

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

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

            (a) The Master Servicer (with respect to Mortgage Loans and
Companion Loans to the extent that the Trust Fund has an insurable interest, but
other than with respect to the LB-UBS 2007-C1 Serviced Mortgage Loan and its
related Companion Loan) and the Special Servicer (with respect to REO Properties
to the extent that the Trust Fund has an insurable interest) shall, consistent
with the Servicing Standard, cause to be maintained for each Mortgaged Property
all insurance coverage as is required under the related Mortgage; provided that
if and to the extent that any such Mortgage permits the holder thereof any
discretion (by way of consent, approval or otherwise) as to the insurance
coverage that the related Mortgagor is required to maintain, the Master Servicer
shall exercise such discretion in a manner consistent with the Servicing
Standard; provided, further, 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. For the avoidance of doubt, REO Property with respect to the LB-UBS
2007-C1 Serviced Mortgage Loan is excluded for all purposes from this Section
3.07. The cost of any such insurance coverage obtained by either the Master
Servicer or the Special Servicer shall be a Servicing Advance to be paid by the
Master Servicer pursuant to Section 3.03. Whether or not the applicable Mortgage
Loan documents require such insurance, the Majority Subordinate
Certificateholder may request that earthquake insurance be secured for one or
more Mortgaged Properties at the expense of the Majority Subordinate
Certificateholder. Subject to Section 3.17(a), the Special Servicer shall also
cause to be maintained for each REO Property no less insurance coverage than was
previously required of the Mortgagor under the related Mortgage; provided that
all such insurance shall be obtained from Qualified Insurers. All such insurance
policies maintained by the Master Servicer or the Special Servicer (i) shall
contain (if they insure against loss to property and do not relate to an REO
Property) a "standard" mortgagee clause, with loss payable to the Trustee or the
Master Servicer on behalf of the Trustee (in the case of insurance maintained in
respect of Mortgage Loans); (ii) shall be in the name of the Special Servicer
(in the case of insurance maintained in respect of REO Properties), on behalf of
the Trustee; (iii) shall be non-cancelable without 30 days' prior written notice
to the insured party; (iv) shall include coverage in an amount not less than the
lesser of (x) the full replacement cost of the improvements securing a Mortgaged
Property or REO Property, as applicable, or (y) the outstanding principal
balance owing on the related Mortgage Loan or REO Loan, as applicable, and in
any event, the amount necessary to avoid the operation of any co-insurance
provisions; (v) shall include a replacement cost endorsement providing no
deduction for depreciation (unless such endorsement is not permitted under the
related Mortgage Loan documents); (vi) shall include such other insurance,
including, to the extent available at commercially reasonable rates, earthquake
insurance, where applicable, as required under the applicable Mortgage or other
Mortgage Loan document; and (vii) in each case such insurance shall be issued by
an insurer authorized under applicable law to issue such insurance. Any amounts
collected by the Master Servicer or the Special Servicer under any such policies
(other than amounts to be applied to the restoration or repair of the related
Mortgaged Property or REO Property or amounts to be released to the related
Mortgagor, in each case subject to the rights of any tenants and ground lessors,
as the case may be, and in each case in accordance with the terms of the related
Mortgage and the Servicing Standard) shall be deposited in the Certificate
Account, subject to withdrawal pursuant to Section 3.05(a), in the case of
amounts received in respect of a Mortgage Loan or Companion Loan, or in the REO
Account, subject to withdrawal pursuant to Section 3.16(c), in the case of
amounts received in respect of an REO Property. Any cost incurred by the Master
Servicer or the Special Servicer in maintaining any such insurance shall not,
for purposes hereof, including, without limitation, calculating monthly
distributions to Certificateholders, be added to unpaid principal balance of the
related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan or
Companion Loans so permit.

            Notwithstanding the foregoing, the Master Servicer or Special
Servicer, as applicable, will not be required to maintain (and in the case of
the Special Servicer, with respect to any Specially Serviced Mortgage Loan), and
shall not cause a Mortgagor to be in default with respect to the failure of the
related Mortgagor to obtain, all-risk casualty insurance which does not contain
any carve-out for terrorist or similar acts, if and only if the Master Servicer
with respect to non-Specially Serviced Mortgage Loans or the Special Servicer
with respect to Specially Serviced Mortgage Loans, in consultation with the
Controlling Class Representative, and, with respect to each Co-Lender Loan
(other than the LB-UBS 2007-C1 Serviced Mortgage Loan), in consultation with the
related Companion Holder if required under the applicable Intercreditor
Agreement, has determined in accordance with the Servicing Standard that either
(a) such insurance is not available at any rate or (b) such insurance is not
available at commercially reasonably rates and that such hazards are not at the
time commonly insured against for properties similar to the Mortgaged Property
and located in or around the region in which such Mortgaged Property is located
and the Controlling Class Representative has approved the decision not to
require the Mortgagor to maintain terrorism insurance (provided that the
decision of the Controlling Class Representative to grant or withhold such
consent shall be disregarded by the Special Servicer if such consent or lack of
consent would cause the Master Servicer or the Special Servicer, as applicable,
to violate the Servicing Standard); provided, however, the Controlling Class
Representative's approval shall be deemed to have been given if it has not
responded within 5 Business Days of receipt of the Master Servicer's or the
Special Servicer's written recommendation and the information upon which such
recommendation is based; provided, further, upon the Master Servicer's or the
Special Servicer's determination, as applicable, consistent with the Servicing
Standard, that exigent circumstances do not allow the Master Servicer or the
Special Servicer to consult with the Controlling Class Representative or
Companion Holder, if applicable, the Master Servicer or the Special Servicer, as
applicable, shall not be required to do so; provided, further, during the period
that the Special Servicer is evaluating such insurance hereunder, the Master
Servicer shall not be liable for any loss related to its failure to require the
Mortgagor to maintain terrorism insurance and shall not be in default of its
obligations hereunder as a result of such failure. The Special Servicer shall
promptly notify the Master Servicer of each determination under this paragraph.

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

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

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

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

            Section 3.08. Enforcement of Alienation Clauses.

            (a) (i) Subject to section 3.08(a)(iii) below, upon receipt of any
request of a waiver in respect of a due-on-sale or due-on-encumbrance provision,
the Master Servicer, with respect to Mortgage Loans (other than the LB-UBS
2007-C1 Serviced Mortgage Loan and the Tenants in Common Loans) that are not
Specially Serviced Mortgage Loans, and the Special Servicer, with respect to
Specially Serviced Mortgage Loans, shall promptly analyze such waiver, including
the preparation of written materials in connection with such analysis, and will
close the related transaction, subject to the consent rights (if any) of each
Companion Holder pursuant to the related Intercreditor Agreement as provided in
this Section 3.08. With respect to all Mortgage Loans other than Specially
Serviced Mortgage Loans and the LB-UBS 2007-C1 Serviced Mortgage Loan and the
Tenants in Common Loans, the Master Servicer or, in the case of Specially
Serviced Mortgage Loans, the Special Servicer, on behalf of the Trustee as the
mortgagee of record, shall, to the extent permitted by applicable law, enforce
the restrictions contained in the related Mortgage on transfers or further
encumbrances of the related Mortgaged Property and on transfers of interests in
the related Mortgagor, unless following its receipt of a request of a waiver in
respect of a due-on-sale or due-on-encumbrance provision the Master Servicer
(with the written consent of the Special Servicer, which consent shall be deemed
given if not denied within the later of (a) 15 Business Days after the Special
Servicer's receipt of the written recommendation of the Master Servicer for such
action and any additional information the Special Servicer may reasonably
request for the analysis of such request (such recommendation and information
may be delivered in an electronic format reasonably acceptable to the Master
Servicer and the Special Servicer) and (b) 5 Business Days after the Controlling
Class Representative's receipt of the written recommendation of the Special
Servicer for such action and any additional information the Controlling Class
Representative may reasonably request for the analysis of such request, which
notice shall be given by the Special Servicer no later than 10 Business Days
after the commencement of the 15 Business Day period described in the preceding
clause (a)) or the Special Servicer (with the written consent of the Controlling
Class Representative, which consent shall be deemed given if not denied within 5
Business Days after the Controlling Class Representative's receipt of the
written recommendation of the Special Servicer for such action and any
additional information the Controlling Class Representative may reasonably
request for the analysis of such request), as applicable, has determined,
consistent with the Servicing Standard, that the waiver of such restrictions
would be in accordance with the Servicing Standard. Promptly after the Master
Servicer (with the written consent of the Special Servicer to the extent
required in the preceding sentence) or the Special Servicer (with the written
consent of the Controlling Class Representative to the extent required in the
preceding sentence), as applicable, has made any such determination, the Master
Servicer or the Special Servicer shall deliver to the Trustee, the Rating
Agencies and each other party hereto an Officer's Certificate setting forth the
basis for such determination.

            (ii) Subject to Section 3.08(a)(iii) below, with respect to any
      Tenants-in-Common Loan, the Master Servicer, on behalf of the Trustee as
      the mortgagee of record, shall review (A) each request for a sale,
      transfer or syndication of any Mortgagor's equity interests in the related
      Mortgagor and shall promptly analyze such request, including, with regard
      to each proposed Mortgagor transferee, the financial statements, credit
      information, organizational documents and other written materials set
      forth on the applicable schedule on Exhibit Z hereto, to determine, in
      accordance with the Servicing Standard, whether the requested sale,
      transfer or syndication meets the applicable requirements and to obtain
      any consents required under any related Intercreditor Agreement, and (B)
      the corresponding waiver of any applicable due-on-sale or
      due-on-encumbrance provision and determine whether approval of such waiver
      is consistent with the Servicing Standard. Promptly after the Master
      Servicer has made any such affirmative determination that such sale,
      transfer or syndication meets the applicable requirements on Exhibit Z,
      the Master Servicer shall deliver to the Special Servicer, the Trustee,
      the Rating Agencies and each other party hereto, no later than five (5)
      Business Days prior to such sale, transfer or syndication, an Officer's
      Certificate setting forth notice of the approval or disapproval and the
      basis for such determination, set forth in Exhibit AA, including evidence
      of compliance with each of the requirements for such Mortgage Loan
      described on Exhibit Z, provided, however, if the proposed
      investor/transferee is a single member limited liability company not
      organized in Delaware or is not an accredited investor, the provisions of
      this Section 3.08(a)(ii) shall not apply and approval of any such transfer
      shall follow the procedures set forth in Section 3.08(a)(i), and provided
      further that notwithstanding Section 3.11(c), with respect to any transfer
      approved pursuant to this Section 3.08(a)(ii), the Special Servicer shall
      be entitled to certain of the fees as set forth on Exhibit Z paid by the
      Mortgagor, and the Master Servicer shall not waive any such fees without
      the consent of the Special Servicer.

            (iii) With respect to all Mortgage Loans (other than the LB-UBS
      2007-C1 Serviced Mortgage Loan), neither the Master Servicer nor the
      Special Servicer shall exercise (and the Special Servicer shall not
      consent to) any waiver in respect of a due-on-encumbrance provision of any
      Mortgage Loan (i) with respect to which the aggregate of the Stated
      Principal Balance of such Mortgage Loan and the Stated Principal Balance
      of all other Mortgage Loans that are cross-collateralized, cross-defaulted
      or have been made to Mortgagors affiliated with the Mortgagor on such
      Mortgage Loan, are one of the ten largest Mortgage Loans or concentrations
      of Mortgage Loans, as of the date of such waiver request, without
      receiving prior written confirmation from Fitch, Moody's and S&P that such
      action would not result in a downgrading, qualification or withdrawal of
      the ratings then assigned to the Certificates or (ii) with respect to
      which (a) the aggregate of the Stated Principal Balance of such Mortgage
      Loan and the Stated Principal Balance of all other Mortgage Loans that are
      cross-collateralized, cross-defaulted or have been made to Mortgagors
      affiliated with the Mortgagor on such Mortgage Loan, is equal to or in
      excess of $20,000,000, (b) the aggregate of the Stated Principal Balance
      of such Mortgage Loan and the Stated Principal Balance of all other
      Mortgage Loans that are cross-collateralized, cross-defaulted or have been
      made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan,
      are greater than 2% of the aggregate Stated Principal Balance of all
      Mortgage Loans, (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)
      such Mortgage Loan has a Loan-to-Value Ratio (calculated to include the
      additional indebtedness secured by any encumbrance) that is equal to or
      greater than 85% and a Debt Service Coverage Ratio (calculated to include
      the additional debt from any encumbrance) of 1.20x or less, without
      receiving a prior written confirmation from S&P that such action would not
      result in a downgrading, qualification or withdrawal of the ratings then
      assigned to the Certificates. With respect to a waiver of a due-on-sale
      provision, neither the Master Servicer nor the Special Servicer shall
      waive any such restriction without receiving prior written confirmation
      from Fitch, Moody's and S&P 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 (a) does not have an
      aggregate Stated Principal Balance (including 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) equal to or in excess of $35,000,000 (or $25,000,000 with
      respect to Moody's), (b) does not have an aggregate Stated Principal
      Balance (including 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) greater
      than 5% of the aggregate Stated Principal Balance of all Mortgage Loans or
      (c) is not one of the ten largest Mortgage Loans as of the date of the
      waiver (by Stated Principal Balance), the Master Servicer or the Special
      Servicer, as applicable, may waive such requirement without confirmation
      by S&P in accordance with the Servicing Standard; provided, further, that,
      if the Mortgage Loan does not meet the criteria set forth in clause (ii)
      of the immediately preceding sentence, the Master Servicer or Special
      Servicer, as applicable, may waive such requirement without approval by
      Moody's or S&P in accordance with the Servicing Standard; provided,
      further, that, if the Mortgage Loan is not one of the ten largest Mortgage
      Loans (by Stated Principal Balance, including all other Mortgage Loans
      that are cross-collateralized and cross-defaulted with such Mortgage Loan)
      as of the date of the waiver, the Master Servicer or Special Servicer, as
      applicable, may waive such requirement without approval by Fitch in
      accordance with the Servicing Standard. With respect to each Co-Lender
      Loan, no waiver of a due-on-sale or due-on-encumbrance provision will be
      effective unless the Master Servicer or Special Servicer, as applicable,
      first consults with the related Subordinate Companion Holder if required
      under the applicable Intercreditor Agreement.

            (b) Notwithstanding any other provisions of this Section 3.08, the
Master Servicer (with respect to Mortgage Loans other than Specially Serviced
Mortgage Loans and the LB-UBS 2007-C1 Serviced Mortgage Loan) (without the
Special Servicer's consent) or the Special Servicer (with respect to Specially
Serviced Mortgage Loans) may grant, without any Rating Agency confirmation as
provided in paragraph (a) above, a Mortgagor's request for consent to subject
the related Mortgaged Property to an easement or right-of-way for utilities,
access, parking, public improvements or another purpose, and may consent to
subordination of the related Mortgage Loan to such easement or right-of-way;
provided the Master Servicer or the Special Servicer, as applicable, shall have
determined in accordance with the Servicing Standard that such easement or
right-of-way shall not materially interfere with the then-current use of the
related Mortgaged Property, or the security intended to be provided by such
Mortgage, the related Mortgagor's ability to repay the Mortgage Loan, or
materially or adversely affect the value of such Mortgaged Property or cause the
Mortgage Loan to cease to be a "qualified mortgage" for REMIC purposes.

            (c) Within 90 days of the Closing Date, with respect to each of the
Mortgage Loans (other than the LB-UBS 2007-C1 Serviced Mortgage Loan) covered by
an environmental insurance policy, if any, 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 (other than the LB-UBS 2007-C1 Serviced Mortgage Loan),
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 (other than the LB-UBS 2007-C1 Serviced Mortgage Loan), the
Master Servicer shall, within five Business Days after receipt of such notice,
notify the Special Servicer, the Controlling Class Representative, the related
Companion Holder (in the case of a Co-Lender Loan), the Rating Agencies and the
Trustee of such termination in writing. Upon receipt of such notice, the Master
Servicer with respect to non-Specially Serviced Mortgage Loans (other than the
LB-UBS 2007-C1 Serviced Mortgage Loan), and the Special Servicer with respect to
Specially Serviced Mortgage Loans, shall address such termination in accordance
with Section 3.07(a) in the same manner as it would the termination of any other
Insurance Policy required under the related Mortgage Loan documents. Any legal
fees, premiums or other out-of-pocket costs incurred in accordance with the
Servicing Standard in connection with a resolution of such termination of an
environmental insurance policy shall be paid by the Master Servicer and shall be
reimbursable to it as a Servicing Advance.

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

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

            (a) The Special Servicer shall, subject to Sections 3.09(b) through
3.09(d) and Section 6.11, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert the
ownership of properties securing such of the Mortgage Loans or Companion Loans
(other than the LB-UBS 2007-C1 Serviced Mortgage Loan and its related Companion
Loan) 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 (other than
the LB-UBS 2007-C1 Serviced Mortgage Loan), the Special Servicer will be
required to obtain a Required Appraisal (or with respect to any Mortgage Loan
with an outstanding principal balance less than $2,000,000, an internal
valuation performed by the Special Servicer) within 60 days of a Mortgage Loan
becoming a Required Appraisal Mortgage Loan (unless an appraisal meeting the
requirements of a Required Appraisal was obtained for such Required Appraisal
Mortgage Loan within the prior 12 months and the Special Servicer has no actual
knowledge of a material adverse change in the condition of the related Mortgaged
Property in which case such appraisal may be a letter update of the Required
Appraisal) and thereafter shall obtain a Required Appraisal (or with respect to
any Mortgage Loan with an outstanding principal balance less than $2,000,000,
and in lieu of an Appraisal, an internal valuation performed by the Special
Servicer) once every 12 months (or sooner if the Special Servicer has actual
knowledge of a material adverse change in the condition of the related Mortgaged
Property) if such Mortgage Loan remains a Required Appraisal Mortgage Loan. The
Special Servicer will deliver a copy of each Required Appraisal (or letter
update or internal valuation) to the Master Servicer, the Controlling Class
Representative and the Trustee (and, if such Required Appraisal Mortgage Loan is
a Co-Lender Loan, to the related Companion Holder) 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, such expense
will be subject to reimbursement to the Master Servicer as a Servicing Advance
out of the Certificate Account pursuant to Section 3.05(a)(vi) and 3.05(a)(vii).

            Notwithstanding the foregoing, in no event shall the Master Servicer
or the Special Servicer obtain an appraisal of a Companion Loan pursuant to this
Section 3.09(a) to the extent the related Co-Lender Loan has been paid in full.

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

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

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

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

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

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

            The Special Servicer shall undertake, in good faith, reasonable
efforts to make the determination referred to in the preceding paragraph and may
conclusively rely on the Environmental Assessment referred to above in making
such determination. The cost of any such Environmental Assessment, as well as
the cost of any remedial, corrective or other further action contemplated by
clause (i) and/or clause (ii) of the preceding paragraph shall be at the expense
of the Trust Fund (except to the extent that such Additional Trust Fund Expense
is payable out of the proceeds of any Companion Loan pursuant to the related
Intercreditor Agreement and this Agreement); and if any such Environmental
Assessment so warrants, the Special Servicer shall perform such additional
environmental testing as it deems necessary and prudent to determine whether the
conditions described in clauses (i) and (ii) of the preceding paragraph have
been satisfied, the cost of which shall be at the expense of the Trust Fund.

            (d) If the environmental testing contemplated by Section 3.09(c)
above establishes that any of the conditions set forth in clauses (i) and (ii)
thereof has not been satisfied with respect to any Mortgaged Property securing a
Defaulted Mortgage Loan (other than the LB-UBS 2007-C1 Serviced Mortgage Loan)
and there is no breach of a representation or warranty requiring repurchase
under the applicable Mortgage Loan Purchase Agreement, the Special Servicer
shall take such action as is in accordance with the Servicing Standard (other
than proceeding against the Mortgaged Property) and, at such time as it deems
appropriate, may, on behalf of the Trustee, release all or a portion of such
Mortgaged Property from the lien of the related Mortgage; provided that if such
Mortgage Loan has a then outstanding principal balance of greater than
$1,000,000, then prior to the release of all or a portion of the related
Mortgaged Property from the lien of the related Mortgage, (i) the Special
Servicer shall have notified the Rating Agencies, the Trustee, the Controlling
Class Representative and the Master Servicer in writing of its intention to so
release all or a portion of such Mortgaged Property and the bases for such
intention, (ii) the Trustee shall have notified the Certificateholders in
writing of the Special Servicer's intention to so release all or a portion of
such Mortgaged Property and (iii) the Holders of Certificates entitled to a
majority of the Voting Rights shall have consented to such release within 30
days of the Trustee's distributing such notice (failure to respond by the end of
such 30-day period being deemed consent).

            (e) The Special Servicer shall report to the Master Servicer, the
Controlling Class Representative and the Trustee monthly in writing as to any
actions taken by the Special Servicer with respect to any Mortgaged Property
that represents security for a Defaulted Mortgage Loan as to which the
environmental testing contemplated in Section 3.09(c) above has revealed that
any of the conditions set forth in clauses (i) and (ii) thereof has not been
satisfied, in each case until the earlier to occur of satisfaction of all such
conditions and release of the lien of the related Mortgage on such Mortgaged
Property.

            (f) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of seeking to obtain a
deficiency judgment if the state in which the Mortgaged Property is located and
the terms of the Mortgage Loan or Companion Loan permit such an action and
shall, in accordance with the Servicing Standard, seek such deficiency judgment
if it deems advisable.

            (g) The Master Servicer shall, with the reasonable cooperation of
the Special Servicer, prepare and file information returns with respect to
reports of foreclosures and abandonments of any Mortgaged Property and the
information returns relating to any Mortgaged Property securing a Mortgage Loan
(other than the LB-UBS 2007-C1 Serviced Mortgage Loan) and, if applicable,
Companion Loan required by Sections 6050J and 6050P of the Code and each year
deliver to the Trustee an Officer's Certificate stating that such reports have
been filed. Such reports shall be in form and substance sufficient to meet the
reporting requirements imposed by Sections 6050J and 6050P of the Code.

            (h) The Special Servicer shall maintain accurate records, prepared
by a Servicing Officer, of each Final Recovery Determination in respect of any
Mortgage Loan, Companion Loan or REO Property (other than with respect to the
LB-UBS 2007-C1 Serviced Mortgage Loan) and the basis thereof. Each Final
Recovery Determination shall be evidenced by an Officer's Certificate (together
with the basis and back-up documentation for the determination) delivered to the
Trustee, the Controlling Class Representative and the Master Servicer no later
than the third Business Day following such Final Recovery Determination.

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

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

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

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

            (c) Within seven Business Days (or within such shorter period (but
no less than 3 Business Days) as execution and delivery can reasonably be
accomplished if the Special Servicer notifies the Trustee of an exigency) of the
Special Servicer's request therefor, the Trustee shall execute and deliver to
the Special Servicer (or the Special Servicer may, subject to Section 3.01(b),
execute and deliver in the name of the Trustee based on a limited power of
attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)),
in the form supplied to the Trustee, any court pleadings, requests for trustee's
sale or other documents stated by the Special Servicer to be reasonably
necessary to the foreclosure or trustee's sale in respect of a Mortgaged
Property or REO Property or to any legal action brought to obtain judgment
against any Mortgagor on the Mortgage Note (including any note evidencing a
related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to
enforce any other remedies or rights provided by the Mortgage Note or Mortgage
or otherwise available at law or in equity or to defend any legal action or
counterclaim filed against the Trust Fund, the Master Servicer or the Special
Servicer. Together with such documents or pleadings, the Special Servicer shall
deliver to the Trustee a certificate of a Servicing Officer requesting that such
pleadings or documents be executed by the Trustee and certifying as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the lien
of the Mortgage, except for the termination of such a lien upon completion of
the foreclosure or trustee's sale.

            Section 3.11. Servicing Compensation.

            (a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to receive the Master Servicing Fee with respect to
each Mortgage Loan (including each Specially Serviced Mortgage Loan) and REO
Loan. No Master Servicing Fee shall be payable with respect to any Companion
Loan unless such fee is expressly set forth in the related Intercreditor
Agreement; provided, however, that with respect to the One Congress Street
Subordinate Companion Loan, a Master Servicing Fee shall be payable with respect
thereto. As to each such Mortgage Loan, REO Loan and the One Congress Street
Subordinate Companion Loan, the Master Servicing Fee shall accrue at the related
Master Servicing Fee Rate, or with respect to the One Congress Street
Subordinate Companion Loan, at a rate equal to 0.02% per annum, and on the same
principal amount respecting which the related interest payment due on such
Mortgage Loan or the One Congress Street Subordinate Companion 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 the LB-UBS 2007-C1 Serviced Mortgage Loan will be set forth on
the Mortgage Loan Schedule. 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) and otherwise as provided in Section
3.05(a)(vii). 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 if the related
assumption is completed, Tenant-in-Common Loan transfer and assumption
application fees if the related transfer and assumption application is completed
and an assumption fee is collected on such Tenant-in-Common Loan, modification
fees for modifications to Mortgage Loans or Companion Loans that are not
Specially Serviced Mortgage Loans made by the Master Servicer pursuant to
Section 3.20(i), defeasance fees, charges for beneficiary statements or demands,
amounts collected for checks returned for insufficient funds and any similar
fees (excluding Prepayment Premiums or Yield Maintenance Charges), in each case
to the extent actually paid by a Mortgagor with respect to a Mortgage Loan or
Companion Loan and, with respect to late payment charges and penalty charges,
accrued during the time that such Mortgage Loan or Companion Loan was not a
Specially Serviced Mortgage Loan, and (ii) fifty percent (50%) of (A) any
assumption fees or Tenant-in-Common Loan assumption fees and (B) any assumption
application fees and Tenant-in-Common Loan transfer and assumption application
fees if the related assumption or Tenant-in-Common Loan transfer and assumption
fails to be completed or no assumption fee is collected with respect to a
Tenant-In-Common Loan, in each case to the extent actually paid by a Mortgagor
with respect to any Mortgage Loan or Companion Loan if such Mortgage Loan or
Companion Loan is not a Specially Serviced Mortgage Loan, may be retained by the
Master Servicer and are not required to be deposited in the Certificate Account;
provided that the Master Servicer's right to receive late payment charges and
Penalty Interest pursuant to clause (i) above shall be limited to the portion of
such items that have not been applied to pay interest on Advances as provided in
Sections 3.03(d) and 4.03(d) or Additional Trust Fund Expenses (other than
Special Servicing Fees, Workout Fees and/or Liquidation Fees) or interest on
Advances pursuant to this Section 3.11(b). To the extent the Master Servicer or
the Special Servicer receives late payment charges or Penalty Interest on a
Mortgage Loan for which interest on Advances or Additional Trust Fund Expenses
(other than Special Servicing Fees, Workout Fees and/or Liquidation Fees)
related to such Mortgage Loan and not previously reimbursed to the Trust Fund,
the Master Servicer shall deposit in the Certificate Account, on or prior to the
P&I Advance Date following the collection of such late payment charges or
Penalty Interest, an amount equal to the lesser of (i) the amount of late
payment charges or Penalty Interest received on such Mortgage Loan or (ii) the
sum of the amount of interest paid to the Master Servicer on Advances related to
such Mortgage Loan since the Closing Date for which the Trust Fund has not been
previously reimbursed and the amount of Additional Trust Fund Expenses (other
than Special Servicing Fees, Workout Fees and/or Liquidation Fees) related to
such Mortgage Loan incurred since the Closing Date and not previously reimbursed
to the Trust Fund. To the extent that the Master Servicer is not entitled to
late payment charges or Penalty Interest pursuant to the immediately preceding
sentence, the Master Servicer shall deposit such late payment charges and
Penalty Interest in the Certificate Account. Penalty Interest or late payment
charges in respect of any Mortgage Loan or Companion Loan which has accrued
during the period when the related Mortgage Loan or Companion Loan is not a
Specially Serviced Mortgage Loan shall be additional compensation to the Master
Servicer even if collected during the period when the related Mortgage Loan or
Companion Loan is a Specially Serviced Mortgage Loan. The Master Servicer shall
also be entitled to additional servicing compensation in the form of (i)
Prepayment Interest Excesses; (ii) interest or other income earned on deposits
in the Certificate Account 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 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 (other than the LB-UBS
2007-C1 Serviced Mortgage Loan and the related REO Loan, if any). 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 Mortgage
Loan, but the Mortgage Loan had not as of the time the Special Servicer is
terminated or resigns become a Corrected Mortgage Loan because the related
Mortgagor had not made three consecutive monthly debt service payments (but made
the most recent monthly debt service payment prior to the termination of the
Special Servicer) and subsequently becomes a Corrected Mortgage Loan as a result
of making three such consecutive payments. The successor Special Servicer will
not be entitled to any portion of those Workout Fees.

            In addition, with respect to each Specially Serviced Mortgage Loan
and REO Loan (other than the LB-UBS 2007-C1 Serviced Mortgage Loan) or Mortgage
Loan subject to repurchase by the applicable Mortgage Loan Seller (to the extent
such Mortgage Loan was not repurchased within the cure period specified in the
related Mortgage Loan Purchase Agreement) (or Qualified Substitute Mortgage Loan
substituted in lieu thereof), the Special Servicer shall be entitled to the
Liquidation Fee payable out of, and calculated by application of the Liquidation
Fee Rate to, all amounts (whether in the form of payments of Liquidation
Proceeds or REO Revenues or a full or discounted payoff by the Mortgagor)
received in respect of such Mortgage Loan or Companion Loan (or, in the case of
an REO Loan (other than the LB-UBS 2007-C1 Serviced Mortgage Loan) in respect of
the related REO Property) and allocable as a full or partial recovery of
principal, interest and expenses in accordance with Section 3.02(b) or the
definition of "REO Loan," as applicable; provided that no Liquidation Fee shall
be payable in connection with, or out of (i) Insurance Proceeds and (ii)
Liquidation Proceeds resulting from the purchase of any Mortgage Loan or REO
Property by a Mortgage Loan Seller pursuant to the applicable Mortgage Loan
Purchase Agreement if purchased within the cure period set forth in Section 3(c)
of such 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), Section 3.18(h) or by the
Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder or the purchasing Certificateholder pursuant to Section 9.01,
or any mezzanine lender pursuant to the related mezzanine intercreditor
agreement if purchased by the mezzanine lender within 90 days of the related
Mortgage Loan becoming a Specially Serviced Mortgage Loan; and (iii) Liquidation
Proceeds resulting from the remittance by the related Mortgage Loan Seller
pursuant to Section 2.03 (if remitted within the cure period set forth for
repurchase in the related Mortgage Loan Purchase Agreement); provided, further,
no Liquidation Fee shall be payable (i) in connection with a Periodic Payment
received in connection with such Mortgage Loan or (ii) to the extent a Workout
Fee is payable concerning the Liquidation Proceeds.

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

            (d) Additional servicing compensation in the form of: (i) all late
payment charges, Penalty Interest received on or with respect to Specially
Serviced Mortgage Loans actually collected that, with respect to late payment
charges and penalty charges, accrued during the time that the related Mortgage
Loan was a Specially Serviced Mortgage Loan, (ii) one hundred percent (100%) of
any assumption application fees and assumption fees with respect to any
Specially Serviced Mortgage Loan and fifty percent (50%) of (A) any assumption
fees or Tenant-in-Common Loan assumption fees and (B) any assumption application
fees and Tenant-in-Common Loan transfer and assumption application fees if the
related Tenant-in-Common Loan transfer and assumption fails to be completed or
no assumption fee is collected with respect to a Tenant-In-Common Loan with
respect to any Mortgage Loan or Companion Loan if such Mortgage Loan or
Companion Loan is not a Specially Serviced Mortgage Loan, in each case to the
extent actually paid by a Mortgagor, and (iii) modification fees collected on
all Mortgage Loans or Companion Loans (other than modifications made by the
Master Servicer pursuant to Section 3.20(i)), in each case to the extent
actually paid by the related Mortgagor, shall be retained by the Special
Servicer or promptly paid to the Special Servicer by the Master Servicer and
shall not be required to be deposited in the Certificate Account; provided that
the Special Servicer's right to receive late payment charges and Penalty
Interest pursuant to clause (i) above shall be limited to the portion of such
items that have not been applied to pay interest on Advances and property
inspection costs in respect of the related Mortgage Loan as provided in Sections
3.03(d), 3.12(a) and 4.03(d) or Additional Trust Fund Expenses (other than
Special Servicing Fees, Workout Fees and/or Liquidation Fees) pursuant to this
Section 3.11(d). To the extent the Master Servicer or the Special Servicer
receives late payment charges or Penalty Interest on a Mortgage Loan for which
interest on Advances or Additional Trust Fund Expenses (other than Special
Servicing Fees, Workout Fees and/or Liquidation Fees) related to such Mortgage
Loan and not previously reimbursed to the Trust Fund, the Special Servicer shall
transfer to the Master Servicer for deposit in the Certificate Account, on or
prior to the P&I Advance Date following the collection of such late payment
charges or Penalty Interest, an amount equal to the lesser of (i) the amount of
late payment charges or Penalty Interest received on such Mortgage Loan or (ii)
the sum of the amount of interest paid to the Master Servicer on Advances
related to such Mortgage Loan incurred since the Closing Date for which the
Trust Fund has not been previously reimbursed and the amount of Additional Trust
Fund Expenses (other than Special Servicing Fees, Workout Fees and/or
Liquidation Fees) related to such Mortgage Loan since the Closing Date and not
previously reimbursed to the Trust Fund. To the extent that the Special Servicer
is not entitled to late payment charges or Penalty Interest pursuant to the
immediately preceding sentence, the Special Servicer shall promptly transfer
such late payment charges and Penalty Interest to the Master Servicer who shall
deposit such late payment charges and Penalty Interest in the Certificate
Account. The Special Servicer shall also be entitled to additional servicing
compensation in the form of: (i) interest or other income earned on deposits in
the REO Account, if established, in accordance with Section 3.06(b) (but only to
the extent of the Net Investment Earnings, if any, with respect to the REO
Account for each Collection Period); and (ii) to the extent not required to be
paid to any Mortgagor under applicable law, any interest or other income earned
on deposits in the Servicing Accounts maintained by the Special Servicer. The
Special Servicer shall be required to pay out of its own funds all general and
administrative expenses incurred by it in connection with its servicing
activities hereunder, and the Special Servicer shall not be entitled to
reimbursement therefor except as expressly provided in Section 3.05(a) if and to
the extent such expenses are not payable directly out of the Certificate Account
or the REO Account.

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

            (a) (i) The Special Servicer shall perform or cause to be performed
a physical inspection of a Mortgaged Property as soon as practicable after a
related Mortgage Loan becomes a Specially Serviced Mortgage Loan and (ii) the
Master Servicer (in the case of non-Specially Serviced Mortgage Loans and other
than the LB-UBS 2007-C1 Serviced Mortgage Loan) or the Special Servicer (in the
case of Specially Serviced Mortgage Loans) shall perform or cause to be
performed a physical inspection of a Mortgaged Property as soon as the related
Debt Service Coverage Ratio set forth in the CMSA Comparative Financial Status
Report of a Mortgage Loan is below 1.00x; provided that with respect to
inspections prepared by the Special Servicer, such expense shall be reimbursable
first out of Penalty Interest and late payment charges otherwise payable to the
Special Servicer and received in the Collection Period during which such
inspection related expenses were incurred, then as an Additional Trust Fund
Expense (except to the extent that such Additional Trust Fund Expense is payable
out of the proceeds of any Companion Loan pursuant to the related Intercreditor
Agreement and this Agreement). Each of the Master Servicer for each Mortgage
Loan (other than a Specially Serviced Mortgage Loan or REO Loan) and the Special
Servicer for each Specially Serviced Mortgage Loan and REO Loan shall (and, in
the case of the Master Servicer, at its expense) perform or cause to be
performed an inspection of all the Mortgaged Properties at least once per
calendar year (or, in the case of each Mortgaged Property securing a Mortgage
Loan (other than a Specially Serviced Mortgage Loan) with a then current
principal balance (or allocated loan amount) of less than $2,000,000 at the time
of such inspection, every other calendar year) beginning in 2008; provided,
however, the Master Servicer shall not be required to inspect any Mortgaged
Property that has been inspected by the Special Servicer during the immediately
preceding six months. The Special Servicer and the Master Servicer shall each
prepare (and, in the case of the Special Servicer, shall deliver to the Master
Servicer) a written report of each such inspection performed by it that sets
forth in detail the condition of the Mortgaged Property and that specifies the
existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of
which it is aware, (ii) any change in the condition or value of the Mortgaged
Property that it, in its reasonable judgment, considers material, or (iii) any
visible waste committed on the Mortgaged Property. The Master Servicer shall
deliver such reports to the Trustee within 45 days of the related inspection and
the Trustee shall, subject to Section 3.15, make copies of all such inspection
reports available for review by Certificateholders and Certificate Owners during
normal business hours at the offices of the Trustee at all times after the
Trustee's receipt thereof. Upon written request and at the expense of the
requesting party, the Trustee shall deliver copies of any such inspection
reports to Certificateholders and Certificate Owners. The Special Servicer shall
have the right to inspect or cause to be inspected (at its own expense) every
calendar year any Mortgaged Property related to a loan that is not a Specially
Serviced Mortgage Loan; provided that the Special Servicer obtains the approval
of the Master Servicer prior to such inspection, and provides a copy of such
inspection to the Master Servicer; provided, further, 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.

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

            (b) Not later than 2:00 p.m. (New York City time) on the second
Business Day prior to each Determination Date, the Special Servicer shall
deliver or cause to be delivered to the Master Servicer the following: (i) a
CMSA Property File; (ii) a CMSA Special Servicer Loan File (which, in each case,
if applicable, will identify each Loan by loan number and property name); and
(iii) the CMSA REO Status Report.

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

            (d) The Special Servicer will deliver to the Master Servicer the
reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master
Servicer shall deliver to the Trustee the reports set forth in this Section 3.12
in an electronic format reasonably acceptable to the Special Servicer and the
Master Servicer with respect to the reports set forth in Section 3.12(b) and
this Section 3.12(d) and the Master Servicer and the Trustee with respect to the
reports set forth in Section 3.12(c). The Master Servicer may, absent manifest
error, conclusively rely on the reports to be provided by the Special Servicer
pursuant to Section 3.12(b) and this Section 3.12(d) and the LB-UBS 2007-C1
Master Servicer and the LB-UBS 2007-C1 Special Servicer to the extent required
to be provided pursuant to the LB-UBS 2007-C1 Pooling and Servicing Agreement.
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 (other than the LB-UBS 2007-C1 Serviced Mortgage Loan), shall endeavor,
consistent with the Servicing Standard, to obtain quarterly and annual operating
statements and rent rolls with respect to the related Mortgage Loans and REO
Properties, which efforts shall include (i) in the case of the Mortgage Loans
(other than the LB-UBS 2007-C1 Serviced Mortgage Loan), 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, and (ii) with respect to the LB-UBS 2007-C1
Serviced Mortgage Loan, a letter sent to the LB-UBS 2007-C1 Master Servicer to
provide such information to the extent required to be delivered pursuant to the
related Intercreditor Agreement.

            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 (with respect to
any Mortgaged Property other than a REO Property) or the Special Servicer (with
respect to any REO Property) of any annual operating statements with respect to
any Mortgaged Property or REO Property, as applicable (other than, in each case,
the Mortgaged Property or REO Property related to the LB-UBS 2007-C1 Serviced
Mortgage Loan), each of the Master Servicer (with respect to any Mortgaged
Property other than a REO Property) and the Special Servicer (with respect to
any REO Property) shall prepare or update and, with respect to any CMSA NOI
Adjustment Worksheet prepared or updated by the Special Servicer, forward to the
Master Servicer, a CMSA NOI Adjustment Worksheet for such Mortgaged Property or
REO Property (with the annual operating statements attached thereto as an
exhibit).

            The Special Servicer with respect to each REO Loan, and the Master
Servicer with respect to each other Mortgage Loan (other than the LB-UBS 2007-C1
Serviced Mortgage Loan), shall each prepare and maintain and forward to each
other one CMSA Operating Statement Analysis for each Mortgaged Property and REO
Property, as applicable; provided, however, with respect to the LB-UBS 2007-C1
Serviced Mortgage Loan, the Master Servicer shall forward to each recipient of a
CMSA Operating Statement Analysis hereunder a copy of the CMSA Operating
Statement Analysis received from the LB-UBS 2007-C1 Master Servicer related to
the LB-UBS 2007-C1 Serviced Mortgage Loan. The CMSA Operating Statement Analysis
for each Mortgaged Property and REO Property is to be updated by each of the
Master Servicer and the Special Servicer, as applicable, within thirty days
after its respective receipt of updated operating statements for such Mortgaged
Property and REO Property, as the case may be, but in no event less frequently
than annually by June 30th of each year. The Master Servicer and the Special
Servicer shall each use the "Normalized" column from the CMSA NOI Adjustment
Worksheet for any Mortgaged Property or REO Property, as the case may be, to
update the corresponding CMSA Operating Statement Analysis and shall use any
operating statements received with respect to any Mortgaged Property or REO
Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for
such property. Copies of CMSA Operating Statement Analyses and CMSA NOI
Adjustment Worksheets are to be made available by the Master Servicer to the
Trustee, the Special Servicer or the Controlling Class Representative in each
case upon request.

            (e) The Master Servicer shall, upon the reasonable request of
Artesia, deliver copies to Artesia (at their expense) of operating statements
and financial statements relating to the Artesia Mortgage Loans.

            Section 3.13. Annual Reports on Assessment of Compliance with
Servicing Criteria and Annual Statement as to Compliance.

            (a) On or before noon (Eastern Time) on March 15 of each year, with
no cure period, commencing in March 2008, or April 15 of each year in which the
Trust Fund is not required to file a Form 10-K, the Master Servicer, the Special
Servicer and the Trustee, each at its own expense, shall furnish, and the Master
Servicer and Special Servicer shall cause each Servicing Participant with which
it has entered into a relationship with respect to the Mortgage Loans to furnish
and the Master Servicer shall cause each Additional Servicer to furnish to the
Trustee and the Depositor, with a copy to the Rating Agencies and the
Controlling Class Representative, a report on an assessment of compliance with
the Servicing Criteria that contains (i) a statement by such Reporting Party of
its responsibility for assessing compliance with the Servicing Criteria
applicable to it, (ii) a statement that such Reporting Party used the Servicing
Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such
Reporting Party's assessment of compliance with the Relevant Servicing Criteria
as of and for the period ending the end of the fiscal year covered by the Form
10-K required to be filed pursuant to Section 8.17, including, if there has been
any material instance of noncompliance with the Relevant Servicing Criteria, a
discussion of each such failure and the nature and status thereof, and (iv) a
statement that a registered public accounting firm has issued an attestation
report on such Reporting Party's assessment of compliance with the Relevant
Servicing Criteria as of and for such period. Promptly after receipt of each
such report, the Depositor may review each such report and, if applicable,
consult with the Trustee, the Master Servicer and the Special Servicer as to the
nature of any material instance of noncompliance with the Relevant Servicing
Criteria by the Trustee, the Master Servicer, the Special Servicer or any
Servicing Participant with which it has entered into a servicing relationship
with respect to the Mortgage Loans. Neither the Master Servicer nor the Special
Servicer shall be required to cause the delivery of any such statements until
April 15 in any given year so long as it has received written confirmation from
the Depositor that a Report on Form 10-K is not required to be filed in respect
of the Trust Fund for the preceding calendar year.

            Each such report shall be addressed to the Depositor and signed by
an authorized officer of the applicable company, and shall address each of the
Relevant Servicing Criteria specified on a certification substantially in the
form of Exhibit S hereto delivered to the Depositor on the Closing Date.
Promptly after receipt of each such report, (i) the Depositor may review each
such report and, if applicable, consult with the Master Servicer, the Special
Servicer and/or the Trustee as to the nature of any material instance of
noncompliance with the Relevant Servicing Criteria (and each Sub-Servicer or
Servicing Participant engaged or utilized by the Master Servicer, the Special
Servicer or the Trustee, as applicable), and (ii) the Trustee shall confirm that
the assessments taken individually address the Relevant Servicing Criteria as
set forth on Exhibit S and notify the Depositor of any exceptions. To the extent
the Trustee has actual knowledge of a deficiency in the reporting of the
Relevant Servicing Criteria (whether individually with respect to the Relevant
Servicing Criteria, or in the aggregate with respect to the Servicing Criteria
taken as a whole), the Trustee shall promptly notify in accordance with the last
paragraph of Section 8.17(n) the Depositor and whichever of the Master Servicer
or the Special Servicer failed to provide the Relevant Servicing Criteria.

            No later than the end of each fiscal year for the Trust Fund, the
Master Servicer and the Special Servicer shall notify the Trustee, the Master
Servicer or the Special Servicer, as applicable, and the Depositor as to the
name of each Sub-Servicer engaged by it and each Servicing Participant utilized
by it, and the Trustee shall notify the Depositor as to the name of each
Servicing Participant utilized by it, and each such notice will specify which
Relevant Servicing Criteria will be addressed in the report on assessment of
compliance prepared by such Servicing Participant and/or Sub-Servicer. When the
Master Servicer, the Special Servicer and the Trustee submit their assessments
pursuant to Section 3.13(a), the Master Servicer, the Special Servicer and the
Trustee, as applicable, will also at such time include the assessment (and
related attestation pursuant to Section 3.14) of each Servicing Participant
and/or Sub-Servicer engaged by it.

            In the event the Master Servicer, the Special Servicer or the
Trustee is terminated or resigns pursuant to the terms of this Agreement, such
party shall provide, and each such party shall cause any Servicing Participant
engaged by it or formerly engaged by it to provide, and the Master Servicer
shall use its reasonable efforts to cause any Additional Servicer that resigns
or is terminated under any applicable servicing agreement to provide, an annual
assessment of compliance pursuant to this Section 3.13, coupled with an
attestation as required in Section 8.17 with respect to the period of time that
the Master Servicer, the Special Servicer or the Trustee was subject to this
Agreement or the period of time that the Additional Servicer was subject to such
other servicing agreement.

            (b) The Trustee, the Master Servicer and the Special Servicer shall,
and the Master Servicer (or, in the case of the Master Servicer with respect to
the Sub-Servicers identified on Exhibit Y hereto, shall use reasonable efforts
to cause) and Special Servicer shall cause each Servicing Participant with which
it has entered into a relationship with respect to the Mortgage Loans, to
deliver to the Depositor and the Trustee on or before March 15 of each year,
with no cure period, commencing in March 2008, an Officer's Certificate stating,
as to the Trustee, the Master Servicer, the Special Servicer or the Additional
Servicer, as applicable, that (i) a review of such entity's activities during
the preceding calendar year or portion thereof and of such entity's performance
under this Agreement, or the applicable servicing agreement in the case of any
Additional Servicer, has been made under such officer's supervision and (ii) to
the best of such officer's knowledge, based on such review, such entity has
fulfilled all its obligations under this Agreement, or the applicable
Sub-Servicing Agreement or primary servicing agreement in the case of any
Additional Servicer, in all material respects throughout such year or portion
thereof, or, if there has been a failure to fulfill any such obligation in any
material respect, specifying each such failure known to such officer and the
nature and status thereof. The Trustee, the Master Servicer and the Special
Servicer shall, and the Master Servicer (or, in the case of the Master Servicer
with respect to the Sub-Servicers identified on Exhibit Y hereto, shall use
reasonable efforts to cause) and the Special Servicer shall cause each
Additional Servicer with which it has entered into a servicing relationship with
respect to the Mortgage Loans to, forward, or make available a copy of each such
statement to the Rating Agencies and the Controlling Class Representative.
Promptly after receipt of each such Officer's Certificate, the Depositor may
review such Officer's Certificate and, if applicable, consult with the Trustee,
the Master Servicer or the Special Servicer, as applicable, as to the nature of
any failures by the Trustee, the Master Servicer or the Special Servicer,
respectively, or any related any Additional Servicer with which the Master
Servicer or the Special Servicer, as applicable, has entered into a servicing
relationship with respect to the Mortgage Loans in the fulfillment of any of the
Master Servicer's or Special Servicer's obligations hereunder or under the
applicable servicing agreement.

            The obligations of the Master Servicer, the Special Servicer, the
Trustee and each Additional Servicer under this Section apply to the Master
Servicer, the Special Servicer, the Trustee and each Additional Servicer that
serviced a Mortgage Loan during the applicable period, whether or not the Master
Servicer, the Special Servicer, the Trustee or Additional Servicer is acting as
the Master Servicer, the Special Servicer, the Trustee or Additional Servicer at
the time such Officer's Certificate is required to be delivered.

            In the event the Master Servicer, the Special Servicer or the
Trustee is terminated or resigns pursuant to the terms of this Agreement, such
party shall provide, and the Master Servicer shall use its reasonable efforts to
cause any Additional Servicer that resigns or is terminated under any applicable
servicing agreement to provide, an annual statement of compliance pursuant to
this Section 3.13 with respect to the period of time that the Master Servicer,
the Special Servicer or the Trustee was subject to this Agreement or the period
of time that the Additional Servicer was subject to such other servicing
agreement.

            Section 3.14. Attestation by Independent Public Accountants.

            On or before noon (Eastern Time) on March 15 of each year, with no
cure period, commencing in March 2008, or April 15 of each year in which the
Trust Fund is not required to file a Form 10-K, the Master Servicer, the Special
Servicer and the Trustee, each at its own expense, shall cause, and the Master
Servicer (or, in the case of the Master Servicer with respect to the
Sub-Servicers identified on Exhibit Y hereto, shall use reasonable efforts to
cause), the Special Servicer and the Trustee shall cause each Servicing
Participant with which it has entered into a relationship with respect to the
Mortgage Loans to cause, and the Master Servicer shall cause each Additional
Servicer to cause, a registered public accounting firm (which may also render
other services to the Master Servicer, the Special Servicer, the Trustee or the
applicable Servicing Participant, as the case may be) and that is a member of
the American Institute of Certified Public Accountants to furnish a report to
the Trustee and the Depositor, with a copy to the Rating Agencies and the
Controlling Class Representative, to the effect that (i) it has obtained a
representation regarding certain matters from the management of such Reporting
Party, which includes an assertion that such Reporting Party has complied with
the Relevant Servicing Criteria and (ii) on the basis of an examination
conducted by such firm in accordance with standards for attestation engagements
issued or adopted by the Public Company Accounting Oversight Board, attests to
and reports on such Reporting Party's assessment of compliance with the Relevant
Servicing Criteria. In the event that an overall opinion cannot be expressed,
such registered public accounting firm shall state in such report why it was
unable to express such an opinion. Each such related accountant's attestation
report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of
Regulation S-X under the Securities Act and the Exchange Act. Such report must
be available for general use and not contain restricted use language. Promptly
after receipt of such report from the Trustee, the Master Servicer, the Special
Servicer or any Servicing Participant, the Depositor may review the report and,
if applicable, consult with the Trustee, the Master Servicer or the Special
Servicer as to the nature of any defaults by the Trustee, the Master Servicer,
the Special Servicer or any Servicing Participant with which it has entered into
a servicing relationship with respect to the Mortgage Loans, as the case may be,
in the fulfillment of any of the Trustee's, the Master Servicer's, the Special
Servicer's or the applicable Servicing Participant's obligations hereunder or
under the applicable servicing agreement. The Trustee, the Master Servicer and
the Special Servicer shall not be required to cause the delivery of such reports
until April 15 in any given year so long as it has received written confirmation
from the Depositor that a Report on Form 10-K is not required to be filed in
respect of the Trust Fund for the preceding calendar year. The Trustee shall
confirm that each accountants' attestation report submitted pursuant to this
Section relates to an assessment of compliance that on its face meets the
requirements of Section 3.13(a) and notify the Depositor of any exceptions.

            Section 3.15. Access to Certain Information.

            (a) Upon reasonable prior written notice, not required to be greater
than ten days, the Master Servicer (with respect to the items in clauses (a),
(b) (other than Distribution Date Statements), (c), (d), (e), (f), (h) and (i)
below, unless such item was not delivered to the Master Servicer), the Special
Servicer (with respect to the items in clauses (c), (d), (g), (h) and (i) below)
to the extent such items are in its possession and the Trustee (with respect to
the items in clauses (b) and (i) below and any other items, to the extent in its
possession) shall make available at their respective offices primarily
responsible for administration of the Mortgage Loans (or in the case of the
Trustee, at its Corporate Trust Office, except with respect to documents which
constitute part of the Mortgage Files, which will be maintained at its offices
in Minnesota), during normal business hours, or send to the requesting party,
such party having been certified to the Trustee, the Master Servicer or the
Special Servicer, as applicable, in accordance with (a) and (b) in the following
paragraph, as appropriate, at the expense of such requesting party (unless
otherwise provided in this Agreement), for review by any Certificate Owner or
Certificateholder or any Person identified by a Certificate Owner or
Certificateholder or its designated agent to the Trustee, the Master Servicer or
the Special Servicer, as the case may be, as a prospective transferee of any
Certificate or interest therein or a Companion Loan or any interest therein (to
the extent such information is related to such Companion Loan or the related
Mortgage Loan), the Trustee, the Rating Agencies, the Underwriters and any
applicable regulator or potential purchaser specified thereby and the Depositor,
originals or copies of the following items: (a) this Agreement and any
amendments thereto, (b) all Distribution Date Statements delivered to holders of
the relevant Class of Certificates since the Closing Date and all reports,
statements and analyses delivered by the Master Servicer since the Closing Date
pursuant to Section 3.12(c), (c) all Officer's Certificates delivered by the
Master Servicer or the Special Servicer since the Closing Date pursuant to
Section 3.13, (d) all accountants' reports delivered to the Master Servicer in
respect of itself or the Special Servicer since the Closing Date as described in
Section 3.14, (e) the most recent property inspection report prepared by or on
behalf of the Master Servicer in respect of each Mortgaged Property and any
Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent
Mortgaged Property annual operating statements and rent roll, if any, collected
by or on behalf of the Master Servicer, (g) any and all modifications, waivers
and amendments of the terms of a Mortgage Loan entered into by the Special
Servicer and the Asset Status Report prepared pursuant to Section 3.21(d), (h)
the Servicing File relating to each Mortgage Loan and (i) any and all Officer's
Certificates and other evidence delivered by the Master Servicer or the Special
Servicer, as the case may be, to support its determination that any Advance was,
or if made, would be, a Nonrecoverable Advance pursuant to Sections 3.03(e) or
4.03(c), including appraisals affixed thereto and any Required Appraisal
prepared pursuant to Section 3.09(a). Copies of any and all of the foregoing
items will be available from the Master Servicer, the Special Servicer or the
Trustee, as the case may be, upon request and shall be provided to any of the
Rating Agencies at no cost pursuant to their reasonable requests.

            In connection with providing access to or copies of the items
described in the preceding paragraph pursuant to this Section 3.15, or with
respect to the Controlling Class Representative, in connection with providing
access to or copies of any items in accordance with this Agreement, the Trustee,
the Master Servicer or the Special Servicer, as applicable, shall require: (a)
in the case of Certificate Owners and the Controlling Class Representative, a
confirmation (which in the case of the Controlling Class Representative may be a
standing confirmation) executed by the requesting Person substantially in the
form of Exhibit K-1 hereto (or such other form as may be reasonably acceptable
to the Trustee, the Master Servicer or the Special Servicer, as applicable)
generally to the effect that such Person is a beneficial holder of Book-Entry
Certificates, or a representative of a beneficial holder of Book-Entry
Certificates, and, subject to the last sentence of this paragraph, will keep
such information confidential (except that such Certificate Owner and the
Controlling Class Representative may provide such information to any other
Person that holds or is contemplating the purchase of any Certificate or
interest therein; provided that such other Person confirms in writing such
ownership interest or prospective ownership interest and agrees to keep such
information confidential); and (b) in the case of a prospective purchaser of a
Certificate or an interest therein, confirmation executed by the requesting
Person substantially in the form of Exhibit K-2 hereto (or such other form as
may be reasonably acceptable to the Trustee, the Master Servicer or the Special
Servicer, as applicable) generally to the effect that such Person is a
prospective purchaser of a Certificate or an interest therein, is requesting the
information for use in evaluating a possible investment in Certificates and,
subject to the last sentence of this paragraph, will otherwise keep such
information confidential. The Holders of the Certificates, by their acceptance
thereof, and the Controlling Class Representative, by its acceptance of its
appointment, will be deemed to have agreed, subject to the last sentence of this
paragraph, to keep such information confidential (except that any Holder may
provide such information obtained by it to any other Person that holds or is
contemplating the purchase of any Certificate or interest therein; provided that
such other Person confirms in writing such ownership interest or prospective
ownership interest and agrees to keep such information confidential) and agrees
not to use such information in any manner that would violate federal, state or
local securities laws. Notwithstanding the foregoing, no Certificateholder,
Certificate Owner or prospective Certificateholder or Certificate Owner shall be
obligated to keep confidential any information received from the Trustee, the
Master Servicer or the Special Servicer, as applicable, pursuant to this Section
3.15 that has previously been made available via the Trustee's, the Master
Servicer's or Special Servicer's Internet Website without restriction as to
access as permitted pursuant to the terms of this Agreement, as applicable, or
has previously been filed with the Commission, and the Trustee, the Master
Servicer or the Special Servicer, as applicable, shall not require either of the
certifications contemplated by the second preceding sentence in connection with
providing any information pursuant to this Section 3.15 that has previously been
made available via the Trustee's, the Master Servicer's or Special Servicer's
Internet Website without restriction as to access in compliance with the terms
of this Agreement, as applicable, or has previously been filed with the
Commission.

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

            The Trustee, the Master Servicer, the Special Servicer and the
Underwriters may require payment from the Certificateholder or Certificate Owner
or holder of a Companion Loan, as applicable, of a sum sufficient to cover the
reasonable costs and expenses of providing any such information or access
pursuant to this Section 3.15 to, or at the request of, the Certificateholders
or Certificate Owners or prospective transferees or holder of a Companion Loan,
as applicable, including, without limitation, copy charges and, in the case of
Certificateholders or Certificate Owners or holder of a Companion Loan, if
applicable, requiring on site review in excess of 3 Business Days, reasonable
fees for employee time and for space.

            (b) The Trustee shall, and the Master Servicer may, but is not
required to, make available on or prior to the Distribution Date in each month
to the general public (i) the Distribution Date Statement via their respective
Internet Websites, (ii) as a convenience for the general public, the Prospectus
Supplement, the Prospectus and this Agreement on their respective Internet
Websites and (iii) any other items at the request of the Depositor via their
respective Internet Websites. In addition, the Trustee shall make available each
month, on each Distribution Date, the Unrestricted Servicer Reports, the CMSA
Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond File and the
CMSA Collateral Summary File to the general public on its Internet Website (on a
password protected basis). The Trustee shall, upon written request, make
available each month, on each Distribution Date, (i) the Restricted Servicer
Reports, and (ii) the CMSA Property File and the CMSA Financial File to any
Privileged Person and to any other Person upon the direction of the Depositor.

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

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

            If three or more Holders or the Controlling Class Representative
(hereinafter referred to as "Applicants" with a single Person which (together
with its Affiliates) is the Holder of more than one Class of Certificates being
viewed as a single Applicant for these purposes) apply in writing to Trustee,
and such application states that the Applicants' desire to communicate with
other Holders with respect to their rights under this Agreement or under the
Certificates and is accompanied by a copy of the communication which such
Applicants propose to transmit, then the Trustee shall, within 5 Business Days
after the receipt of such application, send, at the Applicants' expense, the
written communication proffered by the Applicants to all Certificateholders at
their addresses as they appear in the Certificate Register.

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

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

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

            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. For the avoidance of doubt, REO Property with respect to
the LB-UBS 2007-C1 Serviced Mortgage Loan is excluded for all purposes from this
Section 3.16. The Special Servicer, on behalf of the Trust Fund, shall sell any
such REO Property as soon as practicable in accordance with the Servicing
Standard, but prior to the end of the third year following the calendar year in
which REMIC I acquires ownership of such REO Property (or applicable portion
thereof) for purposes of Section 860G(a)(8) of the Code, unless the Special
Servicer either (i) applies for, more than 60 days prior to the end of such
third succeeding year, and is granted an extension of time (an "REO Extension")
by the Internal Revenue Service to sell such REO Property or (ii) obtains for
the Trustee an Opinion of Counsel, addressed to the Trustee, the Special
Servicer and the Master Servicer, to the effect that the holding by REMIC I of
such REO Property subsequent to the end of such third succeeding year will not
result in the imposition of taxes on "prohibited transactions" (as defined in
Section 860F of the Code) of either of REMIC I or REMIC II or cause either of
REMIC I or REMIC II to fail to qualify as a REMIC at any time that any
Certificates are outstanding. If the Special Servicer is granted the REO
Extension contemplated by clause (i) of the immediately preceding sentence or
obtains the Opinion of Counsel contemplated by clause (ii) of the immediately
preceding sentence, the Special Servicer shall sell such REO Property within
such extended period as is permitted by such REO Extension or such Opinion of
Counsel, as the case may be. Any expense incurred by the Special Servicer in
connection with its obtaining the REO Extension contemplated by clause (i) of
the second preceding sentence or its obtaining the Opinion of Counsel
contemplated by clause (ii) of the second preceding sentence, shall first be
payable from the related REO Account to the extent of available funds and then
be a Servicing Advance by the Master Servicer. In the case of the Trust Fund's
beneficial interest in the Mortgaged Property acquired by the LB-UBS 2007-C1
Trustee pursuant to the LB-UBS 2007-C1 Pooling and Servicing Agreement, the
Special Servicer shall coordinate with the LB-UBS 2007-C1 Special Servicer with
respect to any REO Extension on behalf of REMIC I. Except for the preceding
sentence, for purposes of this Section 3.16, "REO Property" does not include the
Trust Fund's beneficial interest in the Mortgaged Property securing the LB-UBS
2007-C1 Serviced Mortgage Loan.

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

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

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

            Section 3.17. Management of REO Property.

            (a) Prior to the acquisition of title to a Mortgaged Property (other
than the Mortgaged Property relating to the LB-UBS 2007-C1 Serviced Mortgage
Loan), the Special Servicer shall review the operation of such Mortgaged
Property and determine the nature of the income that would be derived from such
property if it were acquired by the Trust Fund. If the Special Servicer
determines from such review in compliance with the Servicing Standard that in
its good faith and reasonable judgment:

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

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

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

            The Special Servicer's decision as to how each REO Property shall be
managed shall be based on the Servicing Standard and in any case on the good
faith and reasonable judgment of the Special Servicer as to which means would be
in the best interest of the Certificateholders (or, if the REO Property was
formerly a Mortgaged Property securing a Co-Lender Loan, the Certificateholders
and the related Companion Holder (as a collective whole in accordance with the
Servicing Standard, taking into account the subordinate nature of the Companion
Loan, if applicable)) 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)(xv), consult with counsel.

            (b) If title to any REO Property (other than the REO Property
relating to the LB-UBS 2007-C1 Serviced Mortgage Loan) is acquired, the Special
Servicer shall manage, conserve and protect such REO Property for the benefit of
the Certificateholders (or, if the REO Property was formerly a Mortgaged
Property securing a Co-Lender Loan, the Certificateholders and the related
Companion Holder (as a collective whole in accordance with the Servicing
Standard, taking into account the subordinate nature of the Companion Loan, if
applicable)) solely for the purpose of its prompt disposition and sale in a
manner that does not and will not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or
either result in the receipt by REMIC I of any "income from non-permitted
assets" within the meaning of Section 860F(a)(2)(B) of the Code or result in an
Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer
shall have 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 such REO Property, funds necessary for the
proper management, maintenance and disposition of such REO Property, including
without limitation:

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

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

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

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

            To the extent that amounts on deposit in the REO Account in respect
of any REO Property are insufficient for the purposes set forth in the preceding
sentence with respect to such REO Property, the Master Servicer, subject to the
second paragraph of Section 3.03(c), shall make Servicing Advances in such
amounts as are necessary for such purposes unless (as evidenced by an Officer's
Certificate delivered to the Trustee) the Master Servicer would not make such
advances if the Master Servicer owned such REO Property or the Master Servicer
determines, in accordance with the Servicing Standard, that such payment would
be a Nonrecoverable Advance; provided, however, 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.

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

            (i) permit the Trust Fund to enter into, renew or extend any New
      Lease with respect to any REO Property (other than the REO Property
      relating to the LB-UBS 2007-C1 Serviced Mortgage Loan), if the New Lease
      by its terms will give rise to any income that does not constitute Rents
      from Real Property;

            (ii) permit any amount to be received or accrued under any New Lease
      other than amounts that will constitute Rents from Real Property;

            (iii) authorize or permit any construction on any REO Property
      (other than the REO Property relating to the LB-UBS 2007-C1 Serviced
      Mortgage Loan), other than the repair or maintenance thereof or the
      completion of a building or other improvement thereon, but only to the
      extent provided in Section 856(e)(4)(B) of the Code; or

            (iv) except as otherwise provided for in Section 3.17(a)(i) and
      (a)(ii) above, Directly Operate, or allow any other Person, other than an
      Independent Contractor, to Directly Operate, any REO Property (other than
      the REO Property relating to the LB-UBS 2007-C1 Serviced Mortgage Loan) on
      any date more than 90 days after its Acquisition Date;

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

            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 (other than
the LB-UBS 2007-C1 Serviced Mortgage Loan) or an REO Property (other than the
REO Property relating to the LB-UBS 2007-C1 Serviced Mortgage Loan) only on the
terms and subject to the conditions set forth in this Section 3.18 or as
otherwise expressly provided in or contemplated by Sections 2.03 and 9.01.

            (b) Within 60 days after a Mortgage Loan (other than the LB-UBS
2007-C1 Serviced Mortgage Loan) becomes a Defaulted Mortgage Loan, the Special
Servicer shall determine the fair value of such Mortgage Loan in accordance with
the Servicing Standard; provided, however, 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, 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 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 (other than the LB-UBS 2007-C1 Serviced Mortgage Loan) becomes a
Defaulted Mortgage Loan, each of the Majority Subordinate Certificateholder and
the Special Servicer shall have an assignable option (a "Purchase Option") to
purchase such Defaulted Mortgage Loan from the Trust Fund at a price (the
"Option Price") equal to (i) the Purchase Price, if the Special Servicer has not
yet determined the fair value of the Defaulted Mortgage Loan, or (ii) the fair
value of the Defaulted Mortgage Loan as determined by the Special Servicer in
the manner described in Section 3.18(b) and in accordance with the Servicing
Standard, if the Special Servicer has made such fair value determination. Any
holder of a Purchase Option may sell, transfer, assign or otherwise convey its
Purchase Option with respect to any Defaulted Mortgage Loan to any party other
than the related Mortgagor or an Affiliate of the related Mortgagor under the
Mortgage Loan at any time after the related Mortgage Loan becomes a Defaulted
Mortgage Loan. The transferor of any Purchase Option shall notify the Trustee
and the Master Servicer of such transfer and such notice shall include the
transferee's name, address, telephone number, facsimile number and appropriate
contact person(s) and shall be acknowledged in writing by the transferee at
least five (5) Business Days in advance of such intended transfer.
Notwithstanding the foregoing, and subject to Section 3.18(d) of this Agreement,
the Majority Subordinate Certificateholder shall have the right to exercise its
Purchase Option prior to any exercise of the Purchase Option by any other holder
of a Purchase Option; provided, however, if the Purchase Option is not exercised
by the Majority Subordinate Certificateholder or any assignee thereof within 60
days of a Mortgage Loan (other than the LB-UBS 2007-C1 Serviced 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, if such Mortgage Loan
subsequently becomes a Defaulted Mortgage Loan, the related Purchase Option
shall again be exercisable, (ii) upon the acquisition, by or on behalf of the
Trust Fund, of title to the related Mortgaged Property through foreclosure or
deed in lieu of foreclosure or (iii) the modification or pay-off, in full or at
a discount, of such Defaulted Mortgage Loan in connection with a workout.

            (d) Notwithstanding the provisions of Section 3.18(c), Section
3.18(g) or Section 3.18(h), pursuant to the terms of the Intercreditor
Agreements, a Companion Holder will have the right to purchase the related
Co-Lender Loan or related REO Property (other than, the REO Property relating to
the LB-UBS 2007-C1 Serviced Mortgage Loan) in certain circumstances. Such right
of the related Companion Holder shall have priority over any provision described
in Section 3.18(c), Section 3.18(g) or Section 3.18(h). If the Co-Lender Loan or
REO Property (other than the REO Property relating to the LB-UBS 2007-C1
Serviced Mortgage Loan) is purchased by the related Companion Holder,
repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be
subject to this Agreement, the related Companion Loan will no longer be subject
to this Agreement. Neither the Trustee nor the Trust Fund shall acquire a
Companion Loan; provided, however, the Master Servicer or an affiliate may own
or acquire the Companion Loans. With respect to each Loan Pair, the related
Companion Holder shall be entitled to exercise any cure rights given to it under
the related Intercreditor Agreement, in each case subject to any conditions or
restrictions described in or incorporated by reference into such sections.

            (e) Upon receipt of notice from the Special Servicer indicating that
a Mortgage Loan (other than the LB-UBS 2007-C1 Serviced 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 M, 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 Section 3.18(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 30 days) after the Trustee has received the written notice,
whether the Option Price represents fair value for the Defaulted Mortgage Loan;
provided that if the Special Servicer is then in the process of obtaining a new
Appraisal with respect to the related Mortgaged Property, then the Trustee
shall, in accordance with its good faith and reasonable judgment, make its fair
value determination with respect to such Mortgage Loan as soon as reasonably
practicable (but in any event within 30 days) after the Trustee's receipt of
such new Appraisal. The Trustee may rely on the opinion and reports of
Independent third parties in making such determination; provided that the
Trustee may rely on the most current Appraisal obtained for the related
Mortgaged Property pursuant to this Agreement. In determining the fair value of
any Defaulted Mortgage Loan, the Trustee shall take into account, and any
Independent third party shall be instructed to take into account, among other
factors, the period and amount of the delinquency on such Mortgage Loan, the
occupancy level and physical condition of the related Mortgaged Property, the
state of the local economy in the area where the Mortgaged Property is located,
and the time and expense associated with a purchaser's foreclosing on the
related Mortgaged Property. In addition, the Trustee shall refer, and any
Independent third party shall be instructed to refer, to all relevant
information delivered to it by the Special Servicer or otherwise contained in
the Mortgage Loan File. Furthermore, the Trustee shall consider, and any
Independent third party shall be instructed to consider, all available objective
third-party information obtained from generally available sources, concerning
the market for distressed real estate loans and the real estate market for the
subject property type in the area where the related Mortgaged Property is
located. The reasonable costs of all appraisals, inspection reports and broker
opinions of value, reasonably incurred by the Trustee or any such third party
pursuant to this subsection shall be advanced by the Master Servicer and shall
constitute, and be reimbursable as, Servicing Advances (or if such Advance is
deemed to be a Nonrecoverable Advance such costs shall be reimbursable as
Additional Trust Fund Expenses from the Certificate Account pursuant to Section
3.05(a)). The other parties to this Agreement shall cooperate with all
reasonable requests for information.

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

            (h) In the event that title to any REO Property (other than the REO
Property relating to the LB-UBS 2007-C1 Serviced Mortgage Loan) is acquired by
the Trust Fund in respect of any Defaulted Mortgage Loan, the deed or
certificate of sale shall be issued to the Trust Fund, the Trustee or to its
nominees. The Special Servicer, after notice to the Controlling Class
Representative, shall use its reasonable best efforts to sell any such REO
Property as soon as practicable in accordance with Section 3.16(a). If the
Special Servicer on behalf of the Trustee has not received an REO Extension or
an Opinion of Counsel described in Section 3.16(a) and the Special Servicer is
not able to sell such REO Property within the period specified above, or if an
REO Extension has been granted and the Special Servicer is unable to sell such
REO Property 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 5 days' prior
written notice of its intention to sell any REO Property, and in respect of such
sale, the Special Servicer shall offer such REO Property in a commercially
reasonable manner. Where any Interested Person is among those bidding with
respect to an REO Property, the Special Servicer shall require that all bids be
submitted in writing and be accompanied by a refundable deposit of cash in an
amount equal to 5% of the bid amount. No Interested Person shall be permitted to
purchase the REO Property at a price less than the Purchase Price; provided,
further, if the Special Servicer intends to bid on any REO Property, (i) the
Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall
promptly obtain, at the expense of the Trust Fund, an Appraisal of such REO
Property and (iii) the Special Servicer shall not bid less than the greater of
(a) the fair market value set forth in such Appraisal or (b) the Purchase Price.

            (i) Subject to the REMIC Provisions, the Special Servicer shall act
on behalf of the Trust Fund in negotiating and taking any other action necessary
or appropriate in connection with the sale of any REO Property (other than the
REO Property relating to the LB-UBS 2007-C1 Serviced Mortgage Loan) 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 (other than the REO Property relating to
the LB-UBS 2007-C1 Serviced Mortgage Loan) or purchase any Defaulted Mortgage
Loan. Any sale of a Defaulted Mortgage Loan (pursuant to a Purchase Option) or
an REO Property shall be without recourse to, or representation or warranty by,
the Trustee, the Depositor, the Special Servicer, the Master Servicer, any
Mortgage Loan Seller or the Trust Fund. Notwithstanding the foregoing, nothing
herein shall limit the liability of the Master Servicer, the Special Servicer or
the Trustee to the Trust Fund and the Certificateholders for failure to perform
its duties in accordance herewith. None of the Special Servicer, the Master
Servicer, the Depositor or the Trustee shall have any liability to the Trust
Fund or any Certificateholder with respect to the price at which a Defaulted
Mortgage Loan is sold if the sale is consummated in accordance with the terms of
this Agreement.

            (j) Upon exercise of a Purchase Option, the holder of such Purchase
Option shall be required to pay the purchase price specified in its Purchase
Option Notice to the Special Servicer within 10 Business Days of exercising its
Purchase Option. The proceeds of any sale of a Defaulted Mortgage Loan, after
deduction of the expenses of such sale incurred in connection therewith, shall
be remitted by the Special Servicer to the Master Servicer within 1 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 (other than the
LB-UBS 2007-C1 Serviced Mortgage Loan) or related REO Property (other than the
REO Property relating to the LB-UBS 2007-C1 Serviced Mortgage Loan) purchased
under this Agreement shall be deposited into the Certificate Account, or if
applicable, applied in accordance with the related Intercreditor Agreement
(except that portion of any purchase price constituting Gain-on-Sale Proceeds
which shall be deposited in the Gain-on-Sale Reserve Account). Upon receipt of
an Officer's Certificate from the Master Servicer to the effect that such
deposit has been made, the Trustee shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as shall be provided to
it and are reasonably necessary to vest in the purchaser of such Defaulted
Mortgage Loan or related REO Property ownership of the Defaulted Mortgage Loan
or related REO Property. The Custodian, upon receipt of a Request for Release,
shall release or cause to be released to the Master Servicer or Special Servicer
the related Mortgage File. In connection with any such purchase, the Special
Servicer shall deliver the related Servicing File to the purchaser of a
Defaulted Mortgage Loan or related REO Property.

            (m) Notwithstanding the foregoing, each mezzanine lender will have
the right to purchase the related Mortgage Loan and cure defaults relating
thereto as set forth in the related mezzanine intercreditor agreement.

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

            (a) The Master Servicer shall deposit in the Certificate Account on
each P&I Advance Date, without any right of reimbursement therefor with respect
to each Mortgage Loan (other than a Specially Serviced Mortgage Loan and other
than any Mortgage Loan for which the Special Servicer has waived a prepayment
restriction) that was subject to a voluntary Principal Prepayment during the
most recently ended Collection Period creating a Prepayment Interest Shortfall,
an amount equal to the lesser of (i) the amount of the related Prepayment
Interest Shortfall and (ii) the sum of (A) the Master Servicing Fee (calculated
for this purpose only at a rate of 0.0100% per annum) received by the Master
Servicer during such Collection Period on such Mortgage Loan and (B) investment
income earned by the Master Servicer on the related Principal Prepayment during
the most recently ended Collection Period; provided, however, to the extent any
such Prepayment Interest Shortfall is the result of the Master Servicer's
failure to enforce the applicable Mortgage Loan documents the amount in clause
(A) shall include the entire Master Servicing Fee on the applicable Mortgage
Loan for such Collection Period.

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

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

            Section 3.20. Modifications, Waivers, Amendments and Consents.

            (a) Subject to Sections 3.20(b) through 3.20(n) below and further
subject to Sections 3.08(b) and 6.11 and further subject to any applicable
intercreditor agreement or similar agreement, 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, 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;

            (iv) if such Mortgage Loan is equal to or in excess of 5% of the
      then aggregate current principal balances of all Mortgage Loans or
      $35,000,000 (or, with respect to Moody's, $25,000,000), or is one of the
      ten largest Mortgage Loans by Stated Principal Balance as of such date,
      permit the transfer or transfers of (A) the related Mortgaged Property or
      any interest therein or (B) equity interests in the Mortgagor or any
      equity owner of the Mortgagor 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 Mortgagor and/or any equity owner of the
      Mortgagor or a transfer of voting control in the Mortgagor or an equity
      owner of the Mortgagor without the prior written confirmation from each
      Rating Agency that such changes will not result in the qualification,
      downgrade or withdrawal to the ratings then assigned to the Certificates;

            (v) allow any additional lien on the related Mortgaged Property if
      such Mortgage Loan is equal to or in excess of 2% of the then aggregate
      current principal balances of the Mortgage Loans or $20,000,000, is one of
      the ten largest Mortgage Loans by Stated Principal Balance as of such
      date, or with respect to S&P only, has an aggregate Loan-to-Value Ratio
      that is equal to or greater than 85% or has an aggregate Debt Service
      Coverage Ratio that is less than 1.20x, without the prior written
      confirmation from each Rating Agency (as applicable) that such change will
      not result in the qualification, downgrade or withdrawal or the ratings
      then assigned to the Certificates; or

            (vi) in the reasonable, good faith judgment of the Special Servicer,
      otherwise materially impair the security for such Mortgage Loan or reduce
      the likelihood of timely payment of amounts due thereon.

            (d) Notwithstanding Section 3.20(c), but subject to the third
paragraph of this Section 3.20(d), and the rights of the Controlling Class
Representative and the rights (if any) of a Companion Holder (other than the
holders of the Non-Serviced Companion Loan) pursuant to the related
Intercreditor Agreement, the Special Servicer may (i) reduce the amounts owing
under any Specially Serviced Mortgage Loan by forgiving principal, accrued
interest or any Prepayment Premium or Yield Maintenance Charge, (ii) reduce the
amount of the Periodic Payment on any Specially Serviced Mortgage Loan,
including by way of a reduction in the related Mortgage Rate, (iii) forbear in
the enforcement of any right granted under any Mortgage Note or Mortgage
relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date of
any Specially Serviced Mortgage Loan (and the Master Servicer may extend the
maturity date of Mortgage Loans with an original maturity of five years or less
with the approval of the Controlling Class for up to two (2) six-month
extensions), or (v) accept a Principal Prepayment on any Specially Serviced
Mortgage Loan during any Lockout Period; provided that (A) the related Mortgagor
is in default with respect to the Specially Serviced Mortgage Loan or, in the
reasonable, good faith judgment of the Special Servicer, such default is
reasonably foreseeable, and (B) in the reasonable, good faith judgment of the
Special Servicer, such modification would increase the recovery on the Mortgage
Loan to Certificateholders on a net present value basis (the relevant
discounting of amounts that will be distributable to Certificateholders to be
performed at the related Net Mortgage Rate). In the case of every other
modification, waiver or consent, the Special Servicer shall determine and may
rely on an Opinion of Counsel (which Opinion of Counsel shall be an expense of
the Trust Fund to the extent not paid by the related Mortgagor) to the effect
that such modification, waiver or amendment would not both (1) effect an
exchange or reissuance of the Mortgage Loan under Treasury Regulations Section
1.860G-2(b) of the Code and (2) cause either of REMIC I or REMIC II to fail to
qualify as a REMIC under the Code or result in the imposition of any tax on
"prohibited transactions" or "contributions" after the Startup Day under the
REMIC Provisions.

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

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

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

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

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

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

            (h) The Master Servicer shall not permit defeasance of any Mortgage
Loan to the extent inconsistent with the terms of such Mortgage Loan. Unless and
to the extent the Master Servicer is precluded from preventing such defeasance
by the related Mortgage Loan documents or otherwise (provided that the Master
Servicer shall not allow such defeasance to cause either of REMIC I or REMIC II
created hereunder to fail to qualify as a REMIC; provided, further, the Master
Servicer may rely on an Opinion of Counsel as provided for in (ii) below), the
Master Servicer will not permit defeasance of any Mortgage Loan, unless: (i) the
defeasance collateral consists of non-callable "government securities" within
the meaning of the Investment Company Act of 1940, (ii) the Master Servicer has
determined that the defeasance will not result in an Adverse REMIC Event
(provided that the Master Servicer shall be entitled to rely conclusively on an
Opinion of Counsel to that effect), (iii) the Master Servicer has notified the
Rating Agencies, (iv) to the extent the defeasance of the Mortgage Loan is
required by the then current applicable Rating Agency criteria to be reviewed by
a Rating Agency, such Rating Agency has confirmed that such defeasance will not
result in the qualification, downgrade or withdrawal of the rating then assigned
to any Class of Certificates to which a rating has been assigned by such Rating
Agency, (provided that no confirmation from S&P (or Fitch with respect to (i)
below) shall be required if the Mortgage Loan being defeased, together with all
Mortgage Loans cross-collateralized with such Mortgage Loan, (i) is not one of
the ten (10) largest Mortgage Loans (or cross-collateralized groups of Mortgage
Loans) by Stated Principal Balance in the Trust Fund, and (ii) has a Stated
Principal Balance at the time of the defeasance that is less than $20,000,000
and less than 5% of the aggregate Stated Principal Balance at the time of the
defeasance of the Mortgage Loans and the Master Servicer shall have delivered a
Defeasance Certificate substantially in the form of Exhibit N 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 on or prior thereto but after the
defeasance and (vi) a single purpose entity (as defined below) is designated to
assume the Mortgage Loan and own the defeasance collateral; provided that if
under the terms of the related Mortgage Loan documents, the related Mortgagor
delivers cash to purchase the defeasance collateral rather than the defeasance
collateral itself, the Master Servicer shall purchase the U.S. government
obligations contemplated by the related Mortgage Loan documents on behalf of the
related Mortgagor. Any customary and reasonable out-of-pocket expense incurred
by the Master Servicer pursuant to this Section 3.20(h) shall be paid by the
Mortgagor of the defeased Mortgage Loan pursuant to the related Mortgage,
Mortgage Note or other pertinent document. Notwithstanding the foregoing, if at
any time, a court with jurisdiction in the matter shall hold that the related
Mortgagor may obtain a release of the subject Mortgaged Property but is not
obligated to deliver the full amount of the defeasance collateral contemplated
by the related Mortgage Loan documents (or cash sufficient to purchase such
defeasance collateral), then the Master Servicer shall (i) if consistent with
the related Mortgage Loan documents, refuse to allow the defeasance of the
Mortgage Loan or (ii) if the Master Servicer cannot so refuse and if the related
Mortgagor has delivered cash to purchase the defeasance collateral, the Master
Servicer shall either (A) buy such defeasance collateral or (B) prepay the
Mortgage Loan, in either case, in accordance with the Servicing Standard. For
purposes of this paragraph, a "single purpose entity" shall mean a Person, other
than an individual, whose organizational documents provide as follows: it is
formed solely for the purpose of owning and pledging Defeasance Collateral
related to one or more of the Mortgage Loans; it may not engage in any business
unrelated to such Defeasance Collateral and the financing thereof; it does not
have and may not own any assets other than those related to its interest in the
Defeasance Collateral or the financing thereof and may not incur any
indebtedness other than as permitted by the related Mortgage or Mortgages; 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 other
than in connection with the defeasance of a Mortgage Loan; 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 or the LB-UBS 2007-C1 Serviced Mortgage Loan) and subject to the rights of
the Special Servicer set forth in this Section 3.20, the Master Servicer,
without the consent of the Special Servicer or the Controlling Class
Representative, as applicable, shall be responsible for any request by a
Mortgagor for the consent of the mortgagee for a modification, waiver or
amendment of any term with respect to:

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

            (ii) approving a change of the property manager at the request of
      the related Mortgagor; provided that (A) the successor property manager is
      not affiliated with the Mortgagor and is a nationally or regionally
      recognized manager of similar properties, (B) the related Mortgage Loan
      does not have an outstanding principal balance in excess of $5,000,000 and
      (C) the subject Mortgaged Property does not secure a Companion Loan;

            (iii) 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;

            (iv) 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);

            (v) 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;

            (vi) approving modifications, consents or waivers (other than those
      set forth in Section 3.20(c)) in connection with a defeasance permitted by
      the terms of the related Mortgage Loan if the Master Servicer receives an
      Opinion of Counsel (which Opinion of Counsel shall be an expense of the
      Mortgagor) to the effect that such modification, waiver or consent would
      not cause any REMIC to fail to qualify as a REMIC under the Code or result
      in a "prohibited transaction" under the REMIC Provisions; and

            (vii) 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 that the Master Servicer shall
      have determined in accordance with the Servicing Standard that such
      easement or right-of-way shall not materially interfere with the then
      current use of the related Mortgaged Property, or the security intended to
      be provided by such Mortgage, the related Mortgagor's ability to repay the
      Mortgage Loan, or materially or adversely affect the value of such
      Mortgaged Property or cause the Mortgage Loan to cease to be a "qualified
      mortgage" for REMIC purposes;

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

            (j) For the avoidance of doubt, and without limiting the generality
of the foregoing, any request for the disbursement of earnouts or holdback
amounts with respect to any Mortgage Loan set forth on attached Exhibit J hereto
received by the Master Servicer shall be submitted to the Special Servicer for
approval (which approval shall be deemed given if the request is not denied by
the Special Servicer in writing to the Master Servicer within ten (10) Business
Days of the Special Servicer's receipt of such request). For purposes of this
Agreement, "disbursement of earnouts or holdback amounts" shall mean the
disbursement or funding to a Mortgagor of previously unfunded, escrowed or
otherwise reserved portions of the loan proceeds of the applicable Mortgage Loan
until certain conditions precedent thereto relating to the satisfaction of
performance related criteria (i.e., project reserve thresholds, lease-up
requirements, sales requirements, etc.) as set forth in the applicable Mortgage
Loan documents, have been satisfied.

            (k) 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.

            (l) 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 Mortgage 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.

            (m) In the event the Special Servicer, in connection with a
modification, waiver or amendment in respect of any Co-Lender Loan (other than
the LB-UBS 2007-C1 Serviced 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 Co-Lender Loan, all payments made in respect of the related Mortgage Loan
shall be made as though such modification, waiver or amendment did not occur,
with the payment terms of such Co-Lender Loan remaining the same as they are on
the related Cut Off Date, and the related Subordinate Companion Loan(s) shall
bear the full economic effect of all waivers, reductions or deferrals of amounts
due on such Co-Lender Loan attributable to such modification, waiver or
amendment.

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

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

            (a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Mortgage Loan (other than the LB-UBS 2007-C1 Serviced
Mortgage Loan), the Master Servicer or Special Servicer, as applicable, shall
promptly notify the Trustee and Master Servicer or Special Servicer, as
applicable, and, if the Master Servicer is not also the Special Servicer, the
Master Servicer shall immediately deliver or cause to be delivered a copy of the
related Mortgage File and Servicing File, to the Special Servicer and shall use
reasonable efforts to provide the Special Servicer with all information,
documents (or copies thereof) and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to the
Mortgage Loan and, if applicable the related Companion Loan, either in the
Master Servicer's or any of its directors', officers', employees', affiliates'
or agents' possession or control or otherwise available to the Master Servicer
without undue burden or expense, and reasonably requested by the Special
Servicer to enable it to assume its functions hereunder with respect thereto
without acting through a Sub-Servicer. The Master Servicer shall use reasonable
efforts to comply with the preceding sentence within 5 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 5 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).

            (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 (xxiv), (xxv) and (xxvi) of Section 4.02(a), (2) the amount of all
payments, Insurance Proceeds and Liquidation Proceeds received, and the amount
of any Realized Loss incurred, with respect to each Specially Serviced Mortgage
Loan during the related Collection Period, and the amount of all REO Revenues,
Insurance Proceeds and Liquidation Proceeds received, and the amount of any
Realized Loss incurred, with respect to each REO Property during the related
Collection Period, (3) the amount, purpose and date of all Servicing Advances
requested by the Special Servicer with respect to each Specially Serviced
Mortgage Loan and REO Property during the related Collection Period and (4) such
additional information relating to the Specially Serviced Mortgage Loans and REO
Properties as the Master Servicer reasonably requests to enable it to perform
its responsibilities under this Agreement. Notwithstanding the foregoing
provisions of this subsection (c), the Master Servicer shall maintain ongoing
payment records with respect to each of the Specially Serviced Mortgage Loans
and REO Properties and shall provide the Special Servicer with any information
reasonably available to the Master Servicer required by the Special Servicer to
perform its duties under this Agreement.

            (d) No later than 60 days after a Mortgage Loan and, if applicable,
Companion Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer
shall deliver to each Rating Agency, the Trustee, the Master Servicer and the
Controlling Class Representative (and, in the case of a Co-Lender Loan, the
related Companion Holder), a report (the "Asset Status Report") with respect to
such Mortgage Loan and the related Mortgaged Property. Such Asset Status Report
shall set forth the following information to the extent reasonably determinable:

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

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

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

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

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

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

            Any Asset Status Report with respect to a Co-Lender Loan shall also
include any additional information required by the related Intercreditor
Agreement. In addition, with respect to a Co-Lender Loan, the Controlling Class
Representative's approval or disapproval of any actions recommended by such
Asset Status Report relating to such Co-Lender Loan will be subject to the
rights of the related Companion Holder pursuant to the terms of the related
Intercreditor Agreement.

            If within 10 Business Days of receiving an Asset Status Report which
relates to a recommended action for which the Controlling Class Representative
is entitled to object under Section 6.11, the Controlling Class Representative
does not disapprove such Asset Status Report in writing, the Special Servicer
shall implement the recommended action as outlined in such Asset Status Report;
provided, however, 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 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 10 Business Day period if the
Special Servicer has reasonably determined that failure to take such action
would materially and adversely affect the interests of the Certificateholders
or, if a Loan Pair is involved, the Certificateholders and the related Companion
Holders, (as a collective whole) and it has made a reasonable effort to contact
the Controlling Class Representative and (ii) in any case, shall determine
whether such affirmative disapproval is not in the best interest of all the
Certificateholders pursuant to the Servicing Standard.

            Upon making such determination in clause (ii) of the immediately
preceding paragraph, the Special Servicer shall notify the Trustee of such
rejection and deliver to the Trustee, a proposed notice to Certificateholders
which shall include a copy of the Asset Status Report, and the Trustee shall
send such notice to all Certificateholders. If the majority of such
Certificateholders, as determined by Voting Rights, fail, within 5 days of the
Trustee's sending such notice, to reject such Asset Status Report, the Special
Servicer shall implement the same. If the Asset Status Report is rejected by a
majority of the Certificateholders, (other than for a reason which violates the
Servicing Standard, which shall control), the Special Servicer shall revise such
Asset Status Report as described above in this Section 3.21(d) and provide a
copy of such revised report to the Master Servicer. The Trustee shall be
entitled to reimbursement from the Trust Fund for the reasonable expenses of
providing such notices. Notwithstanding the foregoing, the Controlling Class
Representative's approval of or failure to respond to an Asset Status Report
shall not be deemed to be a substitute for any specific consent required
pursuant to Section 6.11(a).

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

            No direction of the Controlling Class Representative or the majority
of the Certificateholders shall (a) require or cause the Special Servicer to
violate the terms of a Specially Serviced Mortgage Loan, applicable law or any
provision of this Agreement, including the Special Servicer's obligation to act
in accordance with the Servicing Standard and to maintain the REMIC status of
REMIC I and REMIC II and the grantor trust status of the Grantor Trusts, (b)
result in the imposition of a "prohibited transaction" or "prohibited
contribution" tax under the REMIC Provisions or (c) expose the Master Servicer,
the Special Servicer, the Depositor, any of the Mortgage Loan Sellers, the Trust
Fund or the Trustee or the officers and the directors of each party to claim,
suit or liability or (d) expand the scope of the Master Servicer's, Trustee's or
Special Servicer's responsibilities under this Agreement. Notwithstanding the
foregoing, it is agreed and acknowledged that, with respect to the Co-Lender
Loans, the holders of the Companion Loans have certain consent and direction
rights in the related Intercreditor Agreements, but nothing herein shall be
construed to prevent the Controlling Class Representative from consulting on a
non-binding basis with the Special Servicer about any applicable Mortgage Loan.

            Section 3.22. Sub-Servicing Agreements.

            (a) The Master Servicer and the Special Servicer (and, with respect
to the Special Servicer, only with the consent of the Controlling Class
Representative) may enter into Sub-Servicing Agreements to provide for the
performance by third parties of any or all of their respective obligations
hereunder; provided that in each case, the Sub-Servicing Agreement: (i) is
consistent with this Agreement in all material respects, requires the
Sub-Servicer to comply with all of the applicable conditions of this Agreement
and includes events of default with respect to the Sub-Servicer substantially
similar to the Events of Default set forth in Section 7.01(a) hereof (other than
Section 7.01(a)(ix) and (x) 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 Sub-Servicing 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; (vi) does
not permit the Sub-Servicer any direct rights of indemnification that may be
satisfied out of assets of the Trust Fund; and (vii) with respect to any
Sub-Servicing Agreement entered into after the Closing Date and prior to the
date upon which the Trust Fund's Exchange Act reporting obligations are
terminated by the filing of a Form 15 Suspension Notice as contemplated by
Section 8.17(m), any Sub-Servicer (which is a Reporting Party) is not a
Prohibited Party. In addition, each Sub-Servicing Agreement entered into by the
Master Servicer shall provide that such agreement shall be subject to Section
3.21 hereof with respect to any Mortgage Loan that becomes a Specially Serviced
Mortgage Loan. The Master Servicer and the Special Servicer shall each deliver
to the Trustee and to each other copies of all Sub-Servicing Agreements, and any
amendments thereto and modifications thereof, entered into by it promptly upon
its execution and delivery of such documents. References in this Agreement to
actions taken or to be taken by the Master Servicer or the Special Servicer
include actions taken or to be taken by a Sub-Servicer on behalf of the Master
Servicer or the Special Servicer, as the case may be; and, in connection
therewith, all amounts advanced by any Sub-Servicer to satisfy the obligations
of the Master Servicer or the Special Servicer hereunder to make P&I Advances or
Servicing Advances shall be deemed to have been advanced by the Master Servicer
or the Special Servicer, as the case may be, out of its own funds and,
accordingly, such P&I Advances or Servicing Advances shall be recoverable by
such Sub-Servicer in the same manner and out of the same funds as if such
Sub-Servicer were the Master Servicer or the Special Servicer, as the case may
be. For so long as they are outstanding, Advances shall accrue interest in
accordance with Sections 3.03(d) and 4.03(d), such interest to be allocable
between the Master Servicer or the Special Servicer, as the case may be, and
such Sub-Servicer as they may agree. For purposes of this Agreement, the Master
Servicer and the Special Servicer each shall be deemed to have received any
payment when a Sub-Servicer retained by it receives such payment. The Master
Servicer and the Special Servicer each shall notify the other, the Trustee and
the Depositor in writing promptly of the appointment by it of any Sub-Servicer.

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

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

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

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

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

            (f) The Special Servicer shall not enter into a Sub-Servicing
Agreement unless it receives the consent of the Controlling Class Representative
and each Rating Agency has confirmed in writing that the execution of such
agreement will not result in a qualification, downgrade, or withdrawal of the
then-current ratings on the outstanding Certificates or such Sub-Servicing
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.

            (g) The Master Servicer shall cause any Sub-Servicer engaged by the
Master Servicer (or by any Sub-Servicer) for the benefit of the Depositor and
the Trustee to comply with the provisions of this Section 3.22 and with Section
8.17 of this Agreement to the same extent as if such Sub-Servicer were the
Master Servicer, and to provide the information required with respect to such
Sub-Servicer under this Section 3.22. The Master Servicer shall be responsible
for obtaining from each such Sub-Servicer and delivering to the Trustee and any
applicable Persons any servicer compliance statement required to be delivered by
such Sub-Servicer under Section 3.13 and any assessment of compliance report and
related accountant's attestation required to be delivered by such Sub-Servicer
under Section 3.14, in each case, as and when required to be delivered.

            (h) Each of the Master Servicer, the Special Servicer, the
Sub-Servicer and the Trustee (each of the Master Servicer, the Special Servicer
and the Trustee and each Sub-Servicer, for purposes of this paragraph and the
succeeding paragraph, a "Servicer") is permitted to utilize one or more
Subcontractors to perform certain of its obligations hereunder. Such Servicer
shall promptly upon request provide to the Depositor and the Trustee a written
description (in form and substance satisfactory to the Depositor) of the role
and function of each Subcontractor utilized by such Servicer, specifying (i) the
identity of each Subcontractor, (ii) which (if any) of such Subcontractors are
Servicing Participants, and (iii) which elements of the Servicing Criteria will
be addressed in assessments of compliance provided by each Subcontractor
identified pursuant to clause (ii) of this paragraph. As a condition to the
utilization by such Servicer of any Subcontractor determined to be a Servicing
Participant, such Servicer shall cause any such Subcontractor used by such
Servicer for the benefit of the Depositor and the Trustee to comply with the
provisions of Sections 3.13, 3.14 and 8.17 of this Agreement to the same extent
as if such Subcontractor were such Servicer. Such Servicer shall be responsible
for obtaining from each such Subcontractor and delivering to the applicable
Persons any assessment of compliance report and related accountant's attestation
required to be delivered by such Subcontractor under Section 3.13, Section 3.14
and Section 3.17, in each case, as and when required to be delivered.

            (i) Notwithstanding the foregoing, if a Servicer engages a
Subcontractor in connection with the performance of any of its duties under this
Agreement, such Servicer shall be responsible for determining whether such
Subcontractor is a "servicer" within the meaning of Item 1101 of Regulation AB
and whether any such affiliate or third-party vendor meets the criteria in Item
1108(a)(2)(i) or (ii) or (iii) of Regulation AB. If a Servicer determines,
pursuant to the preceding sentence, that such Subcontractor is a "servicer"
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item
1108(a)(2)(i) or (ii) or (iii) of Regulation AB, then such Subcontractor shall
be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of
such Sub-Servicer shall not be effective unless and until notice is given to the
Depositor and the Trustee of any such Sub-Servicer and Sub-Servicing Agreement.
No Sub-Servicing Agreement shall be effective until 30 days after such written
notice is received by the Depositor and the Trustee. Such notice shall contain
all information reasonably necessary to enable the Trustee to accurately and
timely report the event pursuant to Section 8.17.

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

            (a) Wachovia Bank, National Association, in its capacity as Master
Servicer, hereby represents and warrants to the Trustee, for its own benefit and
the benefit of the Certificateholders and the Companion Holders, 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) CWCapital Asset Management LLC, in its capacity as the Special
Servicer, hereby represents and warrants to the Trustee, for its own benefit and
the benefit of the Certificateholders and the Companion Holders, and to the
Depositor and the Master Servicer, as of the Closing Date, that:

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

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

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

            (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 or to perform its obligations under
      this Agreement or the financial condition of the Special Servicer.

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

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

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

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

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

            Section 3.24. Sub-Servicing Agreement Representation and Warranty.

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

            Section 3.25. Designation of Controlling Class Representative.

            (a) The Holders (or, in the case of Book-Entry Certificates, the
Certificate Owners) of Certificates representing more than 50% of the Class
Principal Balance of the Controlling Class shall be entitled in accordance with
this Section 3.25 to select a representative having the rights and powers
specified in this Agreement (including those specified in Section 6.11) or to
replace an existing Controlling Class Representative. The advisor referred to
above is referred to herein as the "Controlling Class Representative". Upon (i)
the receipt by the Trustee of written requests for the selection of a
Controlling Class Representative from the Holders (or, in the case of Book-Entry
Certificates, the Certificate Owners) of Certificates representing more than 50%
of the Class Principal Balance of the Controlling Class, (ii) the resignation or
removal of the Person acting as Controlling Class Representative or (iii) a
determination by the Trustee that the Controlling Class has changed, the Trustee
shall promptly notify the Depositor and the Holders (and, in the case of
Book-Entry Certificates, to the extent actually known to a Responsible Officer
of the Trustee or identified thereto by the Depository or the Depository
Participants, the Certificate Owners) of the Controlling Class that they may
select a Controlling Class Representative. Such notice shall set forth the
process for selecting a Controlling Class Representative, which shall be the
designation of the Controlling Class Representative by the Holders (or
Certificate Owners) of Certificates representing more than 50% of the Class
Principal Balance of the Controlling Class by a writing delivered to the
Trustee. No appointment of any Person as a Controlling Class Representative
shall be effective until such Person provides the Trustee and the Master
Servicer with written confirmation of its acceptance of such appointment, an
address and telecopy number for the delivery of notices and other correspondence
and a list of officers or employees of such Person with whom the parties to this
Agreement may deal (including their names, titles, work addresses and telecopy
numbers). Cadim TACH inc., or an affiliate, shall be the initial Controlling
Class Representative with respect to the Mortgage Loans without need for further
designation or notice.

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

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

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

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

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

            (f) All rights to, and requirements for, information or notice
(including, but not limited to the delivery of information, notice or access to
information) provided to the Controlling Class Representative or
Certificateholders, in general contained in this Agreement shall also apply to
each Companion Holder (provided such Companion Holder is not a Mortgagor or an
affiliate of a Mortgagor) with respect to information relating to the related
Co-Lender Loan (but, in the case of information relating to a Co-Lender Loan,
excluding the fair value determination thereof).

            Section 3.26. Companion Paying Agent.

            (a) The Master Servicer shall be the initial Companion Paying Agent
hereunder. The Companion Paying Agent undertakes to perform such duties and only
such duties as are specifically set forth herein. The Companion Paying Agent
shall promptly make available to the Companion Holders (other than the holders
of the Companion Loan relating to the LB-UBS 2007-C1 Serviced Mortgage Loan) all
reports available to the Companion Paying Agent that the Trustee has made
available to Certificateholders under this Agreement.

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

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

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

            Section 3.27. Companion Register.

            The Companion Paying Agent shall maintain a register (the "Companion
Register") on which it will record the names and addresses of, and wire transfer
instructions for, the Companion Holders (other than the holders of the Companion
Loan relating to the LB-UBS 2007-C1 Serviced Mortgage Loan) from time to time,
to the extent such information is provided in writing to it by the Companion
Holder. Each initial Companion Holder, along with its name, address, wiring
instructions and tax identification number, is listed on Exhibit L hereto. The
Companion Holders shall inform the Companion Paying Agent and the Master
Servicer of the name, address, wiring instructions and taxpayer identification
number of any subsequent Companion Holders upon any transfer of a Companion
Loan. Upon the sale of a Companion Loan or portion thereof, the transferring
Companion Holder shall inform the Companion Paying Agent and the Master Servicer
in writing that such transfer has taken place and provide the Companion Paying
Agent and the Master Servicer with the name, address, wiring instructions and
tax identification number of the transferee. In the event the Companion Holder
transfers a Companion Loan without notice to the Companion Paying Agent, the
Companion Paying Agent shall have no liability for any misdirected payment in
the related Companion Loan and shall have no obligation to recover and redirect
such payment.

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

            Section 3.28. Future Debt Secured by Interests in Related
Mortgagors.

            In the event the Mortgage Loan documents permit ownership interests
in the related Mortgagor to be pledged as security for mezzanine debt in the
future, in addition to any consents required hereunder, the Master Servicer
shall require, to the extent not inconsistent with the Mortgage Loan documents,
the execution in favor of the Trust Fund of a subordination and standstill
agreement or an intercreditor agreement, as applicable, in form and substance
that would be satisfactory to a commercially reasonable and prudent mortgage
lender.

            Section 3.29. Certain Matters Relating to the Future Securitization
of the Pari Passu Companion Loans.


            (a) Each of the Trustee, the Master Servicer and the Special
Servicer shall, and the Master Servicer and the Special Servicer shall use
reasonable efforts to cause any Sub-Servicer appointed by such party with
respect to each Pari Passu Mortgage Loan (other than the State Street Financial
Center Loan) to, upon request or notice from such Mortgage Loan Seller,
cooperate with any Mortgage Loan Seller that is selling the related Pari Passu
Companion Loan into a securitization that is required to comply with Regulation
AB (a "Regulation AB Companion Loan Securitization") and, to the extent
necessary in order to comply with Regulation AB, provide to the Mortgage Loan
Seller information about itself that such Mortgage Loan Seller reasonably
requires to meet the requirements of Items 1117 and 1119 and paragraphs (b),
(c)(3), (c)(4) and (c)(5) of Item 1108 of Regulation AB and shall cooperate with
such Mortgage Loan Seller to provide such other information as may be necessary
to comply with the requirements of Regulation AB. Each of the Trustee, the
Master Servicer and the Special Servicer understands that such information
provided by the Trustee (where such information pertains to Wells Fargo Bank,
N.A. individually and not to any specific aspect of the Trustee's duties or
obligations under this Agreement), the Master Servicer (where such information
pertains to Wachovia Bank, National Association individually and not to any
specific aspect of the Master Servicer's duties or obligations under this
Agreement) and the Special Servicer (where such information pertains to
CWCapital Asset Management LLC individually and not to any specific aspect of
the Special Servicer's duties or obligations under this Agreement), as
applicable, to such Mortgage Loan Seller as required by this clause (a) may be
included in the offering material related to a Regulation AB Companion Loan
Securitization and agrees to indemnify and hold the related depositor and
underwriter(s) of the Regulation AB Loan Securitization harmless for any costs,
liabilities, fees and expenses incurred by the Mortgage Loan Seller as a result
of any material misstatements or omissions or any alleged material misstatements
or alleged omissions in any such offering material to the extent that such
material misstatement or omission was made in reliance upon any such information
provided by such person. Any such indemnification shall be in substantially the
same form as provided by such party in this transaction. Notwithstanding the
foregoing, to the extent that the information provided by the Trustee, the
Master Servicer or the Special Servicer, as applicable, for inclusion in the
offering materials related to such Regulation AB Companion Loan Securitization
is substantially and materially similar to the information provided by such
party with respect to the offering materials related to this transaction,
subject to any required changes due to any amendments to Regulation AB or any
changes in the interpretation of Regulation AB, such party shall be deemed to be
in compliance with this Section 3.29(a). Each of the Trustee, the Master
Servicer and the Special Servicer shall provide an opinion of counsel (which
opinion of counsel shall be an expense of the trust fund created in connection
with the Regulation AB Companion Loan Securitization) in substantially the same
form as provided in this transaction which provides that any information
provided by such party pursuant to this Section 3.29(a) with respect to such
Regulation AB Companion Loan Securitization complies with Items 1117 and 1119
(with respect to Item 1119, only as it relates to any Sub-Servicer,
subcontractor or agent retained by it) and paragraphs (b), (c)(3), (c)(4) (but
only with regard to second sentence thereof) and (c)(5) of Item 1108 of
Regulation AB and that the offering material related to such Regulation AB
Companion Loan Securitization contains all information required of such party to
meet the requirements of Items 1117 and 1119 (with respect to Item 1119, only as
it relates to any Sub-Servicer, subcontractor or agent retained by it) and
paragraphs (b), (c)(3), (c)(4) (but only with regard to second sentence thereof)
and (c)(5) of Item 1108 of Regulation AB to the extent that any such party would
be required pursuant to Regulation AB to provide such information.

            (b) Each of the Trustee, the Master Servicer and the Special
Servicer shall, and the Master Servicer and the Special Servicer shall use
reasonable efforts to cause any Sub-Servicer, if any, appointed with respect to
each Pari Passu Mortgage Loan (other than the State Street Financial Center
Loan) to, upon request or notice from such parties (which request or notice
shall be given each time a filing is required), cooperate with the trustee,
master servicer or special servicer for any Regulation AB Companion Loan
Securitization in preparing each Form 10-D required to be filed by such
Regulation AB Companion Loan Securitization (until January 30 of the first year
in which the trustee for such Regulation AB Companion Loan Securitization files
a Form 15 Suspension Notice with respect to the related trust fund) and shall
provide to such trustee or master servicer within the time period set forth in
the pooling and servicing agreement for such Regulation AB Companion Loan
Securitization such information relating to the related Pari Passu Companion
Loan (other than the State Street Financial Center Pari Passu Companion Loan) as
may be necessary for the servicer and trustee of the Regulation AB Companion
Loan Securitization to comply with the reporting requirements of Regulation AB
(provided such time period is not earlier than the time period set forth in this
Agreement); provided, however, any parties to any Regulation AB Companion Loan
Securitization shall consult with the Trustee, the Master Servicer and the
Special Servicer (and the Master Servicer shall consult with any Sub-Servicer
appointed with respect to the Pari Passu Companion Loan), and the Trustee, the
Master Servicer and the Special Servicer shall cooperate with such parties in
respect of establishing the time periods for preparation of the Form 10-D
reports in the documentation for such Regulation AB Companion Loan
Securitization. Notwithstanding the foregoing, to the extent the Trustee, the
Master Servicer or the Special Servicer complies in all material respects with
the timing, reporting and attestation requirements in Section 8.17 of this
Agreement with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 3.29(b) with respect to such
Regulation AB Companion Loan Securitization, such party shall be deemed to be in
compliance with the provisions of this Section 3.29(b).

            (c) Each of the Trustee, the Master Servicer and the Special
Servicer shall, and the Master Servicer and the Special Servicer shall use
reasonable efforts to cause any Sub-Servicer, if any, appointed with respect to
each Pari Passu Mortgage Loan (other than the State Street Financial Center
Loan) to, upon request from the trustee under the Regulation AB Companion Loan
Securitization (which request or notice shall be given each time a filing is
required), provide the trustee under a Regulation AB Companion Loan
Securitization (until January 30 of the first year in which the trustee for such
Regulation AB Companion Loan Securitization files a Form 15 Suspension Notice
with respect to the related trust fund) information with respect to any event
that is required to be disclosed under Form 8-K with respect to the Pari Passu
Companion Loan (other than the State Street Financial Center Pari Passu
Companion Loan) within two Business Days after the occurrence of such event of
which it has knowledge. Notwithstanding the foregoing, to the extent the
Trustee, the Master Servicer or the Special Servicer complies in all material
respects with the timing, reporting and attestation requirements in Section 8.17
of this Agreement with respect to the comparable timing, reporting and
attestation requirements contemplated in this Section 3.29(c) with respect to
such Regulation AB Companion Loan Securitization, such party shall be deemed to
be in compliance with the provisions of this Section 3.29(c).

            (d) On or before March 5 (with a 7 Business Day notice as provided
in Section 7.01(a)(iv) herein) of each year during which a Regulation AB
Companion Loan Securitization is required to file an annual report on Form 10-K
(and not in respect of any year in which such Regulation AB Companion Loan
Securitization is not required to file an annual report on Form 10-K because a
Form 15 Suspension Notice with respect to the related trust fund was filed),
each of the Trustee, the Master Servicer and the Special Servicer shall, and the
Master Servicer and the Special Servicer shall use reasonable efforts to cause
any Sub-Servicer appointed with respect to each Pari Passu Mortgage Loan (other
than the State Street Financial Center Loan) to, upon request from the trustee
under the Regulation AB Companion Loan Securitization (which request or notice
shall be given each time a filing is required), provide, with respect to itself,
to the trustee under such Regulation AB Companion Loan Securitization, to the
extent required pursuant to Item 1122 of Regulation AB, (i) a report on an
assessment of compliance with the servicing criteria to the extent required
pursuant to Item 1122(a) of Regulation AB, (ii) a registered accounting firm's
attestation report on such Person's assessment of compliance with the applicable
servicing criteria to the extent required pursuant to Item 1122(b) of Regulation
AB and (iii) such other information as may be required pursuant to Item 1122(c)
of Regulation AB. Notwithstanding the foregoing, to the extent the Trustee, the
Master Servicer or the Special Servicer complies in all material respects with
the timing, reporting and attestation requirements in Section 8.17 of this
Agreement with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 3.29(d) with respect to such
Regulation AB Companion Loan Securitization, such party shall be deemed to be in
compliance with the provisions of this Section 3.29(d).

            (e) On or before March 5 (with a 7 Business Day notice as provided
in Section 7.01(a)(iv) herein) of each year during which a Regulation AB
Companion Loan Securitization is required to file an annual report on Form 10-K
(and not in respect of any year in which such Regulation AB Companion Loan
Securitization is not required to file an annual report on Form 10-K because a
Form 15 Suspension Notice with respect to the related trust fund was filed),
each of the Trustee, the Master Servicer and the Special Servicer shall, and the
Master Servicer shall use reasonable efforts to cause the Primary Servicer, if
applicable, and any Sub-Servicer appointed with respect to each Pari Passu
Mortgage Loan (other than the State Street Financial Center Loan) to, to the
extent required pursuant to Item 1123 of Regulation AB, deliver, with respect to
itself, to the trustee, upon request from such trustee (which request or notice
shall be given each time a filing is required), under such Regulation AB
Companion Loan Securitization a servicer compliance statement signed by an
authorized officer of such Person that satisfies the requirements of Item 1123
of Regulation AB. Notwithstanding the foregoing, to the extent the Trustee, the
Master Servicer or the Special Servicer complies in all material respects with
the timing, reporting and attestation requirements in Section 8.17 of this
Agreement with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 3.29(e) with respect to such
Regulation AB Companion Loan Securitization, such party shall be deemed to be in
compliance with the provisions of this Section 3.29(e).

            (f) Each of the Trustee, the Master Servicer and the Special
Servicer shall use reasonable efforts to cause a Sub-Servicer appointed by such
party to agree, (severally but not jointly) to indemnify (such indemnity limited
to each such parties respective failure described below) and hold the related
depositor or underwriter(s) under a Regulation AB Companion Loan Securitization
harmless for any costs, liabilities, fees and expenses incurred by such Mortgage
Loan Seller, depositor, trustee or master servicer as a result of any failure by
the Trustee, the Master Servicer and the Special Servicer, as applicable, to
comply with the reporting requirements to the extent applicable set forth under
Sections 3.29(b), (c), (d) and (e) above. Any such indemnification by a
Sub-Servicer shall be in substantially the same form as provided by the Trustee,
the Master Servicer or the Special Servicer, as applicable, in this transaction.

            Each Sub-Servicing Agreement related to each Pari Passu Mortgage
Loan (other than the State Street Financial Center Loan) shall contain a
provision requiring the related Sub-Servicer to provide to the Master Servicer
or Special Servicer, as applicable, information, reports and certificates with
respect to itself comparable to any information, reports or certificates
required to be provided by the Master Servicer or Special Servicer pursuant to
this Section 3.29, even if such Sub-Servicer is not otherwise required to
provide such information, reports or certificates to any Person in order to
comply with Regulation AB. Such information, reports or certificates shall be
provided to the Master Servicer or Special Servicer, as applicable, no later
than two Business Days prior to the date on which the Master Servicer or Special
Servicer, as applicable, is required to deliver its comparable information,
reports or certificates pursuant to this Section 3.29.

            Section 3.30. Swap Contract.

            (a) On or before the Closing Date, the Trustee, not in its
individual capacity but solely in its capacity as Trustee, on behalf of the
Trust, shall enter into the Swap Contract and related agreements with the Swap
Counterparty. The Paying Agent shall perform the duties and obligations of the
Trustee under the Swap Contract.

            (b) Not later than 11:00 a.m. New York City time, on the Business
Day prior to each Distribution Date, based on the CMSA Loan Periodic Update File
for the related Collection Period provided by the Master Servicer pursuant to
Section 4.01(b), information obtained by the Paying Agent from the Swap
Counterparty pursuant to the Swap Contract, and subject to the priorities set
forth in Sections 4.01(a), 4.01(b) and 4.01(l) hereof, the Paying Agent shall
(i) calculate the Fixed Swap Payment, if any, and the Floating Swap Payment, if
any, in accordance with the terms of the Swap Contract and this Agreement, and
(ii) notify the Swap Counterparty of any Floating Swap Payment, Fixed Swap
Payment and Net Swap Payment or Net Swap Receipt. In the event the Trustee (or
the Paying Agent on behalf of the Trust) fails to receive any Floating Swap
Payment payable by the Swap Counterparty on the Business Day prior to the
related Distribution Date, the Trustee (or Paying Agent) shall provide the Swap
Counterparty with notice of such non-payment no later than 5:00 p.m. New York
City time on such date. On the related Distribution Date following such notice
of non-payment, if the Trustee fails to receive the Floating Swap Payment by
11:00 a.m. New York City time on such Distribution Date, a Swap Default and a
Class A-MFL Distribution Conversion shall occur on such Distribution Date.

            (c) On each Distribution Date, the Paying Agent shall remit the Net
Swap Payment, if any, to the Swap Counterparty from the Floating Rate Account;
provided, that upon and during the continuation of a Class A-MFL Distribution
Conversion, the Paying Agent shall not make such payments to the Swap
Counterparty. Promptly upon receipt of any payment or other receipt in respect
of the Swap Contract, the Paying Agent shall deposit the same into the Floating
Rate Account.

            (d) The Trustee (or the Paying Agent on the behalf of the Trustee)
shall at all times enforce the Trust Fund's rights under the Swap Contract. In
the event of a Swap Default, the Trustee (or the Paying Agent on its behalf)
shall promptly provide written notice to the Holders of the Class A-MFL
Certificates and shall be required to take such actions (following the
expiration of any applicable grace period specified in the Swap Contract),
unless otherwise directed in writing by the holders of 25% by Certificate
Balance of the Class A-MFL Certificates, to enforce the rights of the Trust Fund
under the Swap Contract as may be permitted by the terms thereof, including
termination thereof, and use Swap Termination Fees, if any, received from the
Swap Counterparty to enter into a replacement interest rate swap contract on
substantially identical terms or on such other terms reasonably acceptable to
the Trustee (or the Paying Agent on its behalf), with a replacement swap
counterparty that would not cause a Rating Agency Trigger Event, subject, in
each case, to written confirmation by the Rating Agencies that such action will
not result in a qualification, downgrade or withdrawal of the then current
ratings of the Certificates. If the costs attributable to entering into a
replacement interest rate swap contract would exceed the amount of any Swap
Termination Fees, a replacement interest rate swap contract shall not be entered
into and any such proceeds will instead be distributed to the holders of the
Class A-MFL Certificates on the immediately succeeding Distribution Date.
Notwithstanding anything to the contrary in this Agreement or the Swap Contract,
the Trustee shall be under no obligation to take any action to enforce the
rights of the Trust Fund under the Swap Contract unless it is assured, in its
sole discretion, that the costs and expenses of such action(s) will be
reimbursed or indemnified by the Holders of the Class A-MFL Certificates or any
other party (other than the Trust Fund).

            Any Class A-MFL Distribution Conversion shall become permanent
following the determination by the Trustee (or the Paying Agent acting on its
behalf) not to enter into a replacement interest rate swap contract and
distribution of any Swap Termination Fees to the Holders of the Class A-MFL
Certificates. Any such Swap Default (or termination of the Swap Contract) and
the resulting Class A-MFL Distribution Conversion shall not, in and of itself,
constitute an Event of Default under this Agreement.

            Upon any change (or notification to the Paying Agent that such
change is imminent) in the payment terms on the Class A-MFL Certificates,
including as a result of a Class A-MFL Distribution Conversion, termination of a
Class A-MFL Distribution Conversion, a Swap Default or the cure of a Swap
Default, the Paying Agent shall promptly notify the Depositor of the change in
payment terms.

            (e) In the event that the Swap Contract is terminated and no
replacement Swap Contract is entered into, the Paying Agent shall provide notice
of such termination to the Class A-MFL Certificateholders, which notice shall
include: "The Swap Contract with respect to the Class A-MFL Certificates is
terminated as of [date]. Certificateholders and beneficial owners that are Plans
are advised that the Exemptions will no longer apply to the Class A-MFL
Certificates, effective 60 days after the receipt of this notice. All
capitalized terms used in this notice shall have the meaning assigned to them in
the Pooling and Servicing Agreement."

            (f) The Paying Agent's obligation to pay to the Swap Counterparty
any funds under the Swap Contract shall be limited to the provisions of Section
3.05(g) and in accordance with the priorities set forth herein; the Trustee will
have no obligation on behalf of the Trust Fund to pay or cause to be paid to the
Swap Counterparty any portion of the amount due to the Swap Counterparty under
the Swap Contract for any Distribution Date unless and until the related
interest payment on the Class A-MFL Regular Interest for such Distribution Date
is actually received by the Trustee.

            (g) Any costs and expenses related to the Swap Contract will not be
payable from the Floating Rate Account of the Trust Fund and will not constitute
Additional Trust Fund Expenses. No party hereunder shall advance any Floating
Swap Payments. Simultaneously with the delivery to the Certificateholders, the
Trustee shall (1) make available to the Swap Counterparty the Distribution Date
Statement and (2) make available or deliver to the Swap Counterparty copies of
any other reports or notices delivered to the Class A-MFL Certificateholders as
and to the extent required by the Swap Contract.

                                   ARTICLE IV

                       DISTRIBUTIONS TO CERTIFICATEHOLDERS

            Section 4.01. Distributions.

            (a) On each Distribution Date the Paying Agent shall (except as
otherwise provided in Section 9.01), based on information provided by the Master
Servicer and the Special Servicer, apply amounts on deposit in the Distribution
Account, after payment of amounts payable from the Distribution Account in
accordance with Section 3.05(b)(ii) through (vii), deemed distributions from
REMIC I to REMIC II 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) concurrently, (i) from the Loan Group 1 Available Distribution
      Amount, to distributions of interest to the Holders of the Class A-1,
      Class A-2, Class A-3, Class A-4, Class A-PB and Class A-5 Certificates, up
      to an amount equal to, and pro rata as among such Classes in accordance
      with, all Distributable Certificate Interest in respect of such Class of
      Certificates for such Distribution Date and, to the extent not previously
      paid, for all prior Distribution Dates, if any, (ii) from the Loan Group 2
      Available Distribution Amount, to distributions of interest to the Holders
      of the Class A-1A Certificates, up to an amount equal to all Distributable
      Certificate Interest in respect of such Class of Certificates for such
      Distribution Date and, to the extent not previously paid, for all prior
      Distribution Dates, if any, and (iii) from the Loan Group 1 Available
      Distribution Amount and/or the Loan Group 2 Available Distribution Amount,
      to distributions of interest to the Holders of the Class X-C, Class X-P
      and Class X-W Certificates, up to an amount equal to, and pro rata as
      among such Classes of Certificates, all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates, if
      any; provided, however, if the Loan Group 1 Available Distribution Amount
      and/or the Loan Group 2 Available Distribution Amount is insufficient to
      pay in full the total amount of Distributable Certificate Interest, as
      provided above, payable in respect of any Class of Senior Certificates on
      such Distribution Date, then the entire Available Distribution Amount
      shall be applied to make distributions of interest to the Holders of the
      respective Classes of the Senior Certificates, up to an amount equal to,
      and pro rata as among such Classes in accordance with, all Distributable
      Certificate Interest in respect of each such Class of Certificates for
      such Distribution Date and, to the extent not previously paid, for all
      prior Distribution Dates, if any;

            (ii) to distributions of principal to the Holders of the Class A-PB
      Certificates, in an amount equal to the Loan Group 1 Principal
      Distribution Amount for such Distribution Date and, after the Class A-1A
      Certificates have been retired, the entire Loan Group 2 Principal
      Distribution Amount for such Distribution Date remaining after making any
      distributions required pursuant to clause (ix) below on such Distribution
      Date, until the Certificate Balance of the Class A-PB Certificates is
      reduced to the Class A-PB Planned Principal Balance;

            (iii) after the Class Principal Balance of the Class A-PB
      Certificates has been reduced to the Class A-PB Planned Principal Balance,
      to distributions of principal to the Holders of the Class A-1
      Certificates, in an amount (not to exceed the Class Principal Balance of
      the Class A-1 Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Loan Group 1 Principal Distribution
      Amount and, after the Class Principal Balance of the Class A-1A
      Certificates has been reduced to zero, the entire Loan Group 2 Principal
      Distribution Amount for such Distribution Date remaining after making any
      distributions required pursuant to clause (ix) below on such Distribution
      Date, less any portion thereof distributed in respect of the Class A-PB
      Certificates on such Distribution Date;

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

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

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

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

            (viii) after the Class Principal Balance of the Class A-PB
      Certificates has been reduced to the Class A-PB Planned Principal Balance
      and after the Class Principal Balances of each of the Class A-1, Class
      A-2, Class A-3, Class A-4 and Class A-PB Certificates have been reduced to
      zero, to distributions of principal to the Holders of the Class A-5
      Certificates, in an amount (not to exceed the Class Principal Balance of
      the Class A-5 Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Loan Group 1 Principal Distribution
      Amount and, after the Class Principal Balance of the Class A-1A
      Certificates has been reduced to zero, the entire Loan Group 2 Principal
      Distribution Amount for such Distribution Date remaining after making any
      distributions required pursuant to clause (ix) below on such Distribution
      Date (in each case, net of any portion thereof distributed on such
      Distribution Date to the Holders of the Class A-PB, Class A-1, Class A-2,
      Class A-3 and Class A-4 Certificates pursuant to clauses (ii), (iii),
      (iv), (v), (vi) and (vii) above);

            (ix) to distributions of principal to the Holders of the Class A-1A
      Certificates, in an amount (not to exceed the Class Principal Balance of
      the Class A-1A Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Loan Group 2 Principal Distribution
      Amount and, after the Class Principal Balances of the Class A-PB, Class
      A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates have been
      reduced to zero, the entire Loan Group 1 Principal Distribution Amount for
      such Distribution Date remaining after making any distributions required
      pursuant to clauses (ii), (iii), (iv), (v), (vi), (vii) and (viii) above;

            (x) to distributions to the Holders of the Class A-PB Certificates,
      the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3
      Certificates, the Class A-4 Certificates, the Class A-5 Certificates and
      the Class A-1A Certificates, pro rata as among such Classes of
      Certificates, 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;

            (xi) to distributions, pro rata, of interest to the Holders of the
      Class A-M Certificates and the Class A-MFL Regular Interest, in an amount
      equal to all Distributable Certificate Interest in respect of such Class
      of Certificates or the Class A-MFL Regular Interest 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) after the Class Principal Balances of the Class A Certificates
      have been reduced to zero, pro rata, to distributions of principal to the
      Holders of the Class A-M Certificates and the Class A-MFL Regular
      Interest, in an amount (not to exceed the Class Principal Balance of the
      Class A-M Certificates or the Class A-MFL Regular Interest, respectively,
      outstanding immediately prior to such Distribution Date) equal to the
      Principal Distribution Amount for such Distribution Date (net of any
      portion thereof distributed on such Distribution Date to the Holders of
      any other Class of Certificates pursuant to any prior clause of this
      Section 4.01(a));

            (xiii) to distributions, pro rata, to the Holders of the Class A-M
      Certificates and the Class A-MFL Regular Interest, in an amount equal to,
      and in reimbursement of, all Realized Losses and Additional Trust
      Expenses, if any, previously allocated to the Class A-M Certificates and
      the Class A-MFL Regular Interest and not previously reimbursed;

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

            (xv) after the Class Principal Balances of the Class A Certificates
      and the Class A-M Certificates and the Class A-MFL Regular Interest have
      been reduced to zero, to distributions of principal to the Holders of the
      Class A-J Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class A-J Certificates outstanding immediately prior to
      such Distribution Date) equal to the entire Principal Distribution Amount
      for such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates and/or
      the Class A-MFL Regular Interest pursuant to any prior clause of this
      Section 4.01(a));

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

            (xvii) 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;

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

            (xix) 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;

            (xx) 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;

            (xxi) 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 and/or
      the Class A-MFL Regular Interest pursuant to any prior clause of this
      Section 4.01(a));

            (xxii) 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;

            (xxiii) 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;

            (xxiv) 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 and/or
      the Class A-MFL Regular Interest pursuant to any prior clause of this
      Section 4.01(a));

            (xxv) 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;

            (xxvi) 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;

            (xxvii) 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 and/or the Class A-MFL Regular Interest pursuant to any prior
      clause of this Section 4.01(a));

            (xxviii) 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;

            (xxix) 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;

            (xxx) 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 and/or
      the Class A-MFL Regular Interest pursuant to any prior clause of this
      Section 4.01(a));

            (xxxi) 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;

            (xxxii) 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;

            (xxxiii) 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 and/or the Class A-MFL Regular Interest pursuant to any prior
      clause of this Section 4.01(a));

            (xxxiv) 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;

            (xxxv) 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;

            (xxxvi) 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 and/or the Class A-MFL Regular Interest pursuant to any prior
      clause of this Section 4.01(a));

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

            (xxxviii) 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;

            (xxxix) 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 and/or the Class A-MFL Regular Interest pursuant to any prior
      clause of this Section 4.01(a));

            (xl) 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;

            (xli) 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;

            (xlii) 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 and/or
      the Class A-MFL Regular Interest pursuant to any prior clause of this
      Section 4.01(a));

            (xliii) 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;

            (xliv) 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;

            (xlv) 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 and/or
      the Class A-MFL Regular Interest pursuant to any prior clause of this
      Section 4.01(a));

            (xlvi) 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;

            (xlvii) 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;

            (xlviii) 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 and/or the Class A-MFL Regular Interest pursuant to any prior
      clause of this Section 4.01(a));

            (xlix) 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;

            (l) 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;

            (li) 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 and/or
      the Class A-MFL Regular Interest pursuant to any prior clause of this
      Section 4.01(a));

            (lii) 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;

            (liii) 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;

            (liv) 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 and/or
      the Class A-MFL Regular Interest pursuant to any prior clause of this
      Section 4.01(a));

            (lv) 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;

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

            (lvii) after the Class Principal Balance of the Class O Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class P Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class P Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates and/or
      the Class A-MFL Regular Interest pursuant to any prior clause of this
      Section 4.01(a));

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

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

            (lx) after the Class Principal Balance of the Class P Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class Q Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class Q 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 and/or
      the Class A-MFL Regular Interest pursuant to any prior clause of this
      Section 4.01(a));

            (lxi) to distributions to the Holders of the Class Q 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
      Q Certificates and not previously reimbursed;

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

            (lxiii) after the Class Principal Balance of the Class Q
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class S Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class S 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 and/or the Class A-MFL Regular Interest pursuant to any prior
      clause of this Section 4.01(a));

            (lxiv) to distributions to the Holders of the Class S 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
      S Certificates and not previously reimbursed; and

            (lxv) 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(h), over (B)
      the aggregate distributions made in respect of the Regular Certificates on
      such Distribution Date pursuant to clauses (i) through (lxiv) above;

provided that on each Distribution Date after the aggregate of Class Principal
Balances of each Class of Subordinated Certificates have been reduced to zero,
but any two or more of the Class A-1 Certificates, the Class A-2 Certificates,
the Class A-3 Certificates, the Class A-4 Certificates, the Class A-PB
Certificates, the Class A-5 Certificates and the Class A-1A Certificates remain
outstanding, the payments of principal to be made as contemplated by clauses
(iii) through (ix) above with respect to the Class A Certificates will be made
to the Holders of the respective Classes of such Class A Certificates up to an
amount equal to, and pro rata as among such Classes in accordance with, the
respective then outstanding Class Principal Balances of such Classes of
Certificates and without regard to the Principal Distribution Amount for such
Distribution Date and without regard to Loan Group. Distributions in
reimbursement of Realized Losses and Additional Trust Fund Expenses previously
allocated to a Class of Certificates or the Class A-MFL Regular Interest 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 each Class of the
Class X Certificates on any Distribution Date pursuant to clause (i) above,
shall be deemed to have been made in respect of all the Components of each such
Class, pro rata in accordance with the respective amounts of interest that would
be payable on such Components on such Distribution Date based on the Class X-P
Strip Rate, Class X-C Strip Rate and Class X-W Strip Rate, as applicable, of
such Component multiplied by its Component Notional Amount, together with any
amounts thereof remaining unpaid from previous Distribution Dates.

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

            (i) First, to the Holders of the respective Classes of Regular
      Certificates (other than any Excluded Class thereof) and the Class A-MFL
      Regular Interest 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 and the Class A-MFL Regular Interest for such Distribution
      Date; and

            (ii) Second, (A) on or before the Distribution Date in March 2014,
      7% of such Yield Maintenance Charges and/or Prepayment Premiums to the
      Holders of the Class X-P Certificates, 18% of such Yield Maintenance
      Charges and/or Prepayment Premiums to the Holders of the Class X-C
      Certificates and 75% of such Yield Maintenance Charges and/or Prepayment
      Premiums to the Holders of the Class X-W Certificates and (B) thereafter,
      25% to the Holders of the Class X-C Certificates and 75% to the Holders of
      the Class X-W Certificates, in each case, to the extent of any remaining
      portion of such Yield Maintenance Charges and/or Prepayment Premiums.

            Any distribution of Additional Yield Amounts in respect of the Class
A-MFL Regular Interest shall be paid to the Swap Counterparty or to the Holders
of the Class A-MFL Certificates as specified in Section 4.01(j)(ii).

            On each Distribution Date, the Paying Agent shall withdraw from the
Additional Interest Account any amounts that represent (A) Additional Interest
actually collected during the related Collection Period on the ARD Loans and any
related REO Loans and shall distribute such amounts among the Holders of the
Class Z Certificates pro rata in accordance with the respective Percentage
Interests of such Class, and (B) interest and investment income, if any, earned
in respect of amounts held in the Additional Interest Account as provided in
Section 3.06, but only to the extent of the Net Investment Earnings with respect
to such account for the related Distribution Date, and shall distribute such
amount to the Trustee as additional compensation.

            (c) 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 5 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 (in the case of the Class A-MFL
Certificates, through the Class A-MFL Regular Interest), 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 5 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 made or received under the Swap Contract and payments to
Certificateholders of interest or original issue discount that the Paying Agent
reasonably believes are applicable under the Code. The Certificate Registrar
shall promptly provide the Paying Agent with any IRS Forms W-9, W-8BEN, W-8IMY
(and all appropriate attachments) or W-8ECI upon its receipt thereof. The
consent of Certificateholders shall not be required for such withholding. If the
Paying Agent does withhold any amount from interest or original issue discount
payments or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Paying Agent shall indicate the amount withheld to
such Certificateholders. Such amounts shall be deemed to have been distributed
to such Certificateholders for all purposes of this Agreement.

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

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

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

                        (3) with respect to the Class A-3 Certificates, shall be
                  deemed to have first been distributed from REMIC I to REMIC II
                  in respect of REMIC I Regular Interest LA-3-1; second, to
                  REMIC I Regular Interest LA-3-2; third, to REMIC I Regular
                  Interest LA-3-3; fourth, to REMIC I Regular Interest LA-3-4;
                  fifth, to REMIC I Regular Interest LA-3-5; sixth, to REMIC I
                  Regular Interest LA-3-6; and seventh, to REMIC I Regular
                  Interest LA-3-7; in each case, until their respective REMIC I
                  Principal Balances are reduced to zero;

                        (4) with respect to the Class A-5 Certificates, shall be
                  deemed to have first been distributed from REMIC I to REMIC II
                  in respect of REMIC I Regular Interest LA-5-1; second, to
                  REMIC I Regular Interest LA-5-2; third, to REMIC I Regular
                  Interest LA-5-3; fourth, to REMIC I Regular Interest LA-5-4;
                  fifth, to REMIC I Regular Interest LA-5-5; and sixth, to REMIC
                  I Regular Interest LA-5-6; in each case, until their
                  respective REMIC I Principal Balances are reduced to zero;

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

                        (6) with respect to the Class C Certificates, shall be
                  deemed to have first been distributed from REMIC I to REMIC II
                  in respect of REMIC I Regular Interest LC-1; and second, to
                  REMIC I Regular Interest LC-2; in each case, until their
                  respective REMIC I Principal Balances are reduced to zero;

                        (7) with respect to the Class D Certificates, shall be
                  deemed to have first been distributed from REMIC I to REMIC II
                  in respect of REMIC I Regular Interest LD-1; and second, to
                  REMIC I Regular Interest LD-2; in each case, until their
                  respective REMIC I Principal Balances are reduced to zero;

                        (8) with respect to the Class E Certificates, shall be
                  deemed to have first been distributed from REMIC I to REMIC II
                  in respect of REMIC I Regular Interest LE-1; and second, to
                  REMIC I Regular Interest LE-2; in each case, until their
                  respective REMIC I Principal Balances are reduced to zero;

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

                        (10) with respect to the Class G Certificates, shall be
                  deemed to have first been distributed from REMIC I to REMIC II
                  in respect of REMIC I Regular Interest LG-1; and second, to
                  REMIC I Regular Interest LG-2; each case, until their
                  respective REMIC I Principal Balances are reduced to zero;

                        (11) with respect to the Class H Certificates, shall be
                  deemed to have first been distributed from REMIC I to REMIC II
                  in respect of REMIC I Regular Interest LH-1; and second, to
                  REMIC I Regular Interest LH-2; in each case, until their
                  respective REMIC I Principal Balances are reduced to zero;

                        (12) with respect to the Class J Certificates, shall be
                  deemed to have first been distributed from REMIC I to REMIC II
                  in respect of REMIC I Regular Interest LJ-1; and second, to
                  REMIC I Regular Interest LJ-2; in each case, until their
                  respective REMIC I Principal Balances are reduced to zero; and

                        (13) with respect to the Class K Certificates, shall be
                  deemed to have first been distributed from REMIC I to REMIC II
                  in respect of REMIC I Regular Interest LK-1; and second, to
                  REMIC I Regular Interest LK-2; in each case, until their
                  respective REMIC I Principal Balances are reduced to zero.

            (i) Reimbursements of Realized Losses and Additional Trust Fund
Expenses to the classes of Sequential Pay Certificates (other than the Class
A-MFL Certificates) and the Class A-MFL Regular Interest shall be allocated to
the corresponding REMIC I Regular Interests in the same manner as distributions
of principal specified above. All distributions of principal and reimbursements
of Realized Losses and Additional Trust Fund Expenses made in respect of any
Class of Sequential Pay Certificates (other than the Class A-MFL Certificates)
and the Class A-MFL Regular Interest on each Distribution Date pursuant to
Section 4.01(a) shall be deemed to have first been distributed from REMIC I to
REMIC II in respect of its Corresponding REMIC I Regular Interest or Interests
set forth in the Preliminary Statement hereto; provided, however, that
distributions of reimbursements of Realized Losses and Additional Trust Fund
Expenses shall be made in sequential order of the priority set forth in Section
4.01(h) for principal distributions, up to the amount of Realized Losses and
Additional Trust Fund Expenses previously allocated to a particular Class of
Certificates or the Class A-MFL Regular Interest. Any amounts remaining in REMIC
I on any Distribution Date after the foregoing distributions shall be
distributed to the Holders of the Class R-I Certificates.

            (j) (i) On each Distribution Date, to the extent of the Class A-MFL
Available Funds for such Distribution Date, the Paying Agent shall make
distributions from the Floating Rate Account in the following order of priority,
satisfying in full, to the extent required and possible, each priority before
making any distributions with respect to any succeeding priority:

                  (A) First, to the Holders of the Class A-MFL Certificates, in
            respect of interest, up to an amount equal to the Class A-MFL
            Interest Distribution Amount for such Distribution Date;

                  (B) Second, to the Holders of the Class A-MFL Certificates, in
            reduction of the Certificate Balances thereof, an amount equal to
            the Class A-MFL Principal Distribution Amount, until the outstanding
            Certificate Balance thereof has been reduced to zero;

                  (C) Third, to the Holders of the Class A-MFL Certificates,
            until all Realized Losses and Additional Trust Fund Expenses
            previously allocated to the Class A-MFL Certificates (as a result of
            the allocation of Realized Losses and Additional Trust Fund Expenses
            to the Class A-MFL Regular Interest) but not previously reimbursed,
            have been reimbursed in full; and

                  (D) Fourth, to pay termination payments, if any, to the Swap
            Counterparty; and

                  (E) Fifth, any remaining amount to the Holders of the Class
            A-MFL Certificates.

            (ii) So long as a Class A-MFL Distribution Conversion is not in
      effect, any Additional Yield Amounts paid on the Class A-MFL Regular
      Interest shall be payable to the Swap Counterparty pursuant to the terms
      of the Swap Contract on a net basis in addition to the Net Swap Payment
      specified in Section 3.30. On each Distribution Date for which a Class
      A-MFL Distribution Conversion is in effect, any Additional Yield Amount
      paid on a Class A-MFL Regular Interest shall be distributed to the Holders
      of the Class A-MFL Certificates.

            (iii) Any termination payments due to the Swap Counterparty under
      the Swap Contract shall be payable solely from (1) amounts, if any,
      remaining in the Floating Rate Account after all other amounts have been
      paid to the Class A-MFL Regular Interest (including all principal amounts
      outstanding) and to the Class A-MFL Certificates pursuant to Section
      4.01(j)(i)(A)-(C) and (2) to the extent of any payment made by a
      replacement swap counterparty to the Trust Fund in consideration for
      entering into such replacement swap contract, if any (less any costs and
      expenses incurred by the Trust Fund in connection with entering into such
      replacement swap contract).

            (k) On each Distribution Date, or with respect to a Companion Loan
(other than the Non-Serviced Companion Loan) then included in a securitization,
on each P&I Advance Date, the Companion Paying Agent (based upon a statement of
the Master Servicer to be delivered to the Companion Paying Agent that specifies
the amount required to be deposited in the Companion Distribution Account and
any amounts payable to the Master Servicer from the Companion Distribution
Account pursuant to this Section 4.01(k)) 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
      or agents, as the case may be, any amounts payable or reimbursable to any
      such Person pursuant to Section 8.05, to the extent any such amounts
      relate solely to a Loan Pair;

            (ii) to pay for the cost of the Opinions of Counsel sought by the
      Trustee as contemplated by Sections 9.02(a) and 10.01(h), to the extent
      any such costs relate to a Loan Pair;

            (iii) to pay to the Master Servicer any amounts deposited by the
      Master Servicer in the Companion Distribution Account not required to be
      deposited therein;

            (iv) on each Distribution Date, to pay all amounts remaining in the
      Companion Distribution Account to the Companion Holder; and

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

            All distributions from a Companion Distribution Account required
hereunder shall be made by the Companion Paying Agent to the Companion Holder by
wire transfer in immediately available funds to the account of such Companion
Holder or an agent therefor appearing on the Companion Register on the related
Record Date (or, if no such account so appears or information relating thereto
is not provided at least 5 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 of America. For the avoidance of doubt,
in no event shall the Companion Paying Agent withdraw from funds on deposit in
the Companion Distribution Account any amounts allocable to any of the Pari
Passu Companion Loans (other than Penalty Interest and late payment charges) to
be applied to, or to provide reimbursement for, any costs, expenses,
indemnities, losses or liabilities relating or allocable to any Mortgage Loan or
Companion Loan other than the related Mortgage Loan or its related Pari Passu
Companion Loans.

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

            (l) On each Distribution Date, the Paying Agent shall withdraw
amounts from the Gain-on-Sale Reserve Account and shall distribute such amounts
to reimburse the Holders of each Class of Sequential Pay Certificates (other
than the Class A-MFL Certificates) and the Class A-MFL Regular Interest (in
order of priority) up to an amount equal to all Realized Losses and Additional
Trust Fund Expenses, if any, previously deemed allocated to such Classes and
unreimbursed after application of the Available Distribution Amount for such
Distribution Date. Amounts paid from the Gain-on-Sale Reserve Account pursuant
to the preceding sentence shall first be deemed to have been distributed to the
Corresponding REMIC I Regular Interest(s) in reimbursement of Realized Losses
and Additional Trust Fund Expenses previously allocated thereto as provided in
Section 4.01(i). Amounts paid from the Gain-on-Sale Reserve Account will not
reduce the Certificate Principal Balances of the Classes of Sequential Pay
Certificates (other than the Class A-MFL Certificates) or the Class A-MFL
Regular Interest receiving such distributions. Any amounts remaining in the
Gain-on-Sale Reserve Account after such distributions shall be applied to offset
future Realized Losses and Additional Trust Fund Expenses and upon termination
of the Trust Fund, any amounts remaining in the Gain-on-Sale Reserve Account
shall be distributed to the Class R-I Certificateholders.

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

            (a) On each Distribution Date, the Trustee shall make available on
the Trustee's Internet Website or, upon written request, forward by mail (or by
electronic transmission acceptable to the recipient) to each Certificateholder,
each initial Certificate Owner and (upon written request made to the Trustee)
each subsequent Certificate Owner (as identified to the reasonable satisfaction
of the Trustee), the Depositor, the Master Servicer, the Special Servicer, the
Companion Holders, the Underwriters, the Swap Counterparty 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 Record Date, the Determination Date, the Distribution Date
      and dates of the Interest Accrual Period for each Class of Certificates;

            (ii) the amount of the distribution on such Distribution Date to the
      Holders of each Class of Regular Certificates and the Class A-MFL
      Certificates in reduction of the Class Principal Balance thereof;

            (iii) the amount of the distribution on such Distribution Date to
      the Holders of each Class of Regular Certificates and the Class A-MFL
      Certificates allocable to Distributable Certificate Interest or the Class
      A-MFL Interest Distribution Amount, as applicable, and, with respect to
      the Class A-MFL Certificates notification that the amount of interest
      distribution thereon is equal to the interest distribution amount with
      respect to the Class A-MFL Regular Interest which is being paid as a
      result of a Class A-MFL Distribution Conversion and the applicable
      Interest Distribution Amount;

            (iv) the amount of the distribution on such Distribution Date to the
      Holders of each Class of Regular Certificates and the Class A-MFL
      Certificates allocable to Prepayment Premiums and/or Yield Maintenance
      Charges;

            (v) the amount of the distribution on such Distribution Date to the
      Holders of each Class of Regular Certificates and the Class A-MFL
      Certificates in reimbursement of previously allocated Realized Losses and
      Additional Trust Fund Expenses;

            (vi) the Available Distribution Amount and the Class A-MFL Available
      Funds for such Distribution Date and the sources of such amount;

            (vii) (a) the aggregate amount of P&I Advances made in respect of
      such Distribution Date on a loan by loan basis with respect to the
      Mortgage Pool and on an aggregate basis with respect to each Loan Group
      pursuant to Section 4.03(a), including, without limitation, any amounts
      applied pursuant to Section 4.03(a)(ii), and the aggregate amount of
      unreimbursed P&I Advances with respect to the Mortgage Pool and each Loan
      Group that had been outstanding at the close of business on the related
      Determination Date and the aggregate amount of interest accrued and
      payable to the Master Servicer or the Trustee in respect of such
      unreimbursed P&I Advances in accordance with Section 4.03(d) as of the
      close of business on the related Determination Date, (b) the aggregate
      amount of Servicing Advances on a loan by loan basis with respect to the
      Mortgage Pool and on an aggregate basis with respect to each Loan Group as
      of the close of business on the related Determination Date and (c) to the
      extent available, the foregoing information listed in this clause (vi)
      with respect to P&I Advances by the LB-UBS 2007-C1 Master Servicer on the
      LB-UBS 2007-C1 Serviced Mortgage Loan;

            (viii) the aggregate unpaid principal balance of the Mortgage Pool
      and each Loan Group outstanding as of the close of business on the related
      Determination Date;

            (ix) the aggregate Stated Principal Balance of the Mortgage Pool and
      each Loan Group outstanding immediately before and immediately after such
      Distribution Date;

            (x) the number, aggregate unpaid principal balance, weighted average
      remaining term to maturity or Anticipated Repayment Date, each Mortgage
      Rate and weighted average Mortgage Rate of the Mortgage Loans in the
      Mortgage Pool and each Loan Group as of the close of business on the
      related Determination Date presented in distributional groups and/or
      incremental ranges acceptable to the Depositor in its reasonable
      discretion;

            (xi) the number of Mortgage Loans and the aggregated Stated
      Principal Balance (immediately after such Distribution Date) (and with
      respect to each delinquent Mortgage Loan, a brief description of the
      reason for delinquency, if known by the Master Servicer or Special
      Servicer, as applicable, and provided to the Trustee) 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,
      (E) with respect to each Specially Serviced Mortgage Loan, the Mortgaged
      Property type and a brief description of the reason for delinquency and
      the Mortgage Loan's status, if known by the Special Servicer, and provided
      to the Trustee, (F) to the actual knowledge of the Master Servicer or
      Special Servicer in bankruptcy proceedings and (G) any material changes to
      the information specified in Item 1100(b)(5) of Regulation AB, as amended;

            (xii) 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 loan modification, extension or waiver (identifying the
      relevant loan number);

            (xiii) 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;

            (xiv) 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
      Property, in connection with such Final Recovery Determination;

            (xv) the Accrued Certificate Interest and Distributable Certificate
      Interest in respect of each Class of Regular Certificates and the Class
      A-MFL Certificates for such Distribution Date;

            (xvi) any unpaid Distributable Certificate Interest in respect of
      each Class of Regular Certificates and the Class A-MFL Certificates after
      giving effect to the distributions made on such Distribution Date;

            (xvii) the Pass-Through Rate for each Class of Regular Certificates
      for such Distribution Date and the Class A-MFL Regular Interest;

            (xviii) the Principal Distribution Amount;

            (xix) the Principal Distribution Amount, the Loan Group 1 Principal
      Distribution Amount and the Loan Group 2 Principal Distribution Amount for
      such Distribution Date, separately identifying the respective components
      thereof (and, in the case of any Principal Prepayment or other unscheduled
      collection of principal received during the related Collection Period, the
      loan number for the related Mortgage Loan and the amount of such
      prepayment or other collection of principal);

            (xx) the aggregate of all Realized Losses incurred during the
      related Collection Period and all Additional Trust Fund Expenses incurred
      during the related Collection Period;

            (xxi) the aggregate of all Realized Losses and Additional Trust Fund
      Expenses that were allocated to each Class of Certificates on such
      Distribution Date;

            (xxii) the Class Principal Balance of each Class of Regular
      Certificates (other than the Class IO Certificates) and the Notional
      Amounts of the Class IO Certificates 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;

            (xxiii) the Certificate Factor for each Class of Regular
      Certificates and the Class A-MFL Certificates immediately following such
      Distribution Date;

            (xxiv) the aggregate amount of interest on P&I Advances paid to the
      Master Servicer and the Trustee (and, if applicable, the LB-UBS 2007-C1
      Master Servicer), with respect to the Mortgage Pool and each Loan Group
      during the related Collection Period in accordance with Section 4.03(d);

            (xxv) the aggregate amount of interest on Servicing Advances paid to
      the Master Servicer, the Trustee and the Special Servicer (and, if
      applicable, the LB-UBS 2007-C1 Master Servicer and the LB-UBS 2007-C1
      Special Servicer), during the related Collection Period in accordance with
      Section 3.03(d) with respect to the Mortgage Pool and each Loan Group;

            (xxvi) the aggregate amount of (i) Servicing Fees paid to the Master
      Servicer, (ii) the Servicing Fees paid to the Special Servicer, and (iii)
      Trustee Fees paid to the Trustee during the related Collection Period;

            (xxvii) the loan number for each Required Appraisal Mortgage Loan
      and any related Appraisal Reduction Amount as of the related Determination
      Date;

            (xxviii) the loan number for each Mortgage Loan which has
      experienced a breach of the representations and warranties, including
      identification of the applicable representation and warranty, given with
      respect to a Mortgage Loan by the applicable Mortgage Loan Seller, as
      provided by the Master Servicer or the Depositor;

            (xxix) the original and thereafter, the current credit support
      levels for each Class of Regular Certificates and the Class A-MFL
      Certificates;

            (xxx) the original and thereafter, the current ratings for each
      Class of Regular Certificates and the Class A-MFL Certificates;

            (xxxi) the aggregate amount of Prepayment Premiums and Yield
      Maintenance Charges with respect to the Mortgage Pool and each Loan Group
      collected during the related Collection Period;

            (xxxii) the amounts, if any, actually distributed with respect to
      the Class Z Certificates, Class R-I Certificates or Class R-II
      Certificates on such Distribution Date;

            (xxxiii) the value of any REO Property included in the Trust Fund as
      of the end of the related Collection Period, based on the most recent
      Appraisal or valuation;

            (xxxiv) identification of any Mortgage Loan which has been
      substituted as a result of a breach of a representation and warranty;

            (xxxv) LIBOR as calculated for the related Distribution Date and the
      next succeeding Distribution Date;

            (xxxvi) the amounts received and paid in respect of the related Swap
      Contract;

            (xxxvii) identification of any Rating Agency Trigger Event or Swap
      Default as of the close of business on the last day of the immediately
      preceding calendar month with respect to the Swap Contract;

            (xxxviii) the amount of any (A) payment by the related Swap
      Counterparty as a termination payment, (B) payment in connection with the
      acquisition of a replacement interest rate swap contract and (C)
      collateral posted in connection with any Rating Agency Trigger Event; and

            (xxxix) the amount of, and identification of, any interest due
      thereon (including without limitation, any termination payment received in
      connection with the Swap Contract).

            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 (xxv)
and (xxxiii) above, insofar as the underlying information is solely within the
control of the Special Servicer, the Trustee and the Master Servicer may, absent
manifest error, conclusively rely on the reports to be provided by the Special
Servicer.

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

            The Trustee shall, and the Master Servicer may, but is not required
to, make available on or prior to the Distribution Date in each month to the
general public (i) the Distribution Date Statement via their respective Internet
Websites, (ii) as a convenience for interested parties, the Prospectus
Supplement, the Prospectus and this Agreement on the Trustee's and/or the Master
Servicer's respective Internet Websites and (iii) any other items at the request
of the Depositor via the Trustee's and/or the Master Servicer's respective
Internet Websites. In addition, the Trustee shall make available each month, on
each Distribution Date, the Unrestricted Servicer Reports, the CMSA Loan
Periodic Update File, the CMSA Loan Setup File, the CMSA Bond File, and the CMSA
Collateral Summary File to the general public on its Internet Website. The
Trustee shall make available each month, on each Distribution Date, (i) the
Restricted Servicer Reports, (ii) the CMSA Property File and the CMSA Financial
File and (iii) the CMSA Reconciliation of Funds Report to any Privileged Person
and to any other Person upon the direction of the Depositor.

            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 Mortgagor or third party (including, without
limitation, the LB-UBS 2007-C1 Master Servicer, the LB-UBS 2007-C1 Special
Servicer and the LB-UBS 2007-C1 Trustee) that is included in any reports,
statements, materials or information prepared or provided by the Master Servicer
or the Special Servicer, as applicable. The Trustee shall not be responsible
absent manifest error for the accuracy or completeness of any information
supplied to it for delivery pursuant to this Section 4.02(a). Neither the
Trustee, the Master Servicer nor the Special Servicer shall have any obligation
to verify the accuracy or completeness of any information provided by a
Mortgagor or third party (including, without limitation, the LB-UBS 2007-C1
Master Servicer, the LB-UBS 2007-C1 Special Servicer and the LB-UBS 2007-C1
Trustee).

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

            In the performance of its obligations set forth in Section 4.05, and
its other duties hereunder, the Trustee (including in its capacity as Paying
Agent) may conclusively rely on reports provided to it by the Master Servicer,
and the Trustee shall not be responsible to recompute, recalculate or verify the
information provided to it by the Master Servicer. In the case of information to
be furnished by the Master Servicer to the Trustee pursuant to this Section
4.02(b), insofar as such information is solely within the control of the Special
Servicer, LB-UBS 2007-C1 Master Servicer, the LB-UBS 2007-C1 Special Servicer
and the LB-UBS 2007-C1 Trustee, the Master Servicer shall have no obligation to
provide such information until it has received such information from such party,
shall not be in default hereunder due to a delay in providing the CMSA Loan
Periodic Update File caused by the such party's failure to timely provide any
report required under this Agreement and may, absent manifest error,
conclusively rely on the reports to be provided by the such party.

            Section 4.03. P&I Advances.

            (a) On or before 1:30 p.m., New York City time, on each P&I Advance
Date, the Master Servicer shall (i) apply amounts in the Certificate Account
received after the end of the related Collection Period or otherwise held for
future distribution to Certificateholders in subsequent months in discharge of
its obligation to make P&I Advances or (ii) subject to Section 4.03(c) below,
remit from its own funds to the Paying Agent for deposit into the Distribution
Account, an amount equal to the aggregate amount of P&I Advances, if any, to be
made in respect of the related Distribution Date. The Master Servicer may also
make P&I Advances in the form of any combination of clauses (i) and (ii) above
aggregating the total amount of P&I Advances to be made. Any amounts held in the
Certificate Account for future distribution and so used to make P&I Advances
shall be appropriately reflected in the Master Servicer's records and replaced
by the Master Servicer by deposit in the Certificate Account on or before the
next succeeding Determination Date (to the extent not previously replaced
through the deposit of Late Collections of the delinquent principal and interest
in respect of which such P&I Advances were made). If, as of 3:00 p.m., New York
City time, on any P&I Advance Date, the Master Servicer shall not have made any
P&I Advance required to be made on such date pursuant to this Section 4.03(a)
(and shall not have delivered to the Trustee the requisite Officer's Certificate
and documentation related to a determination of nonrecoverability of a P&I
Advance), then the Trustee shall provide notice of such failure to a Servicing
Officer of the Master Servicer by facsimile transmission sent to telecopy (704)
715-0036 (or such alternative number provided by the Master Servicer to the
Trustee in writing) and by telephone at (704) 593-7836 or (704) 593-7867 (or
such alternative number provided by the Master Servicer to the Trustee in
writing) as soon as possible, but in any event before 4:00 p.m., New York City
time, on such P&I Advance Date. If the Trustee does not receive the full amount
of such P&I Advances by 10:00 a.m., New York City time, on the related
Distribution Date, then, subject to Section 4.03(c), (i) the Trustee shall, no
later than 11:00 a.m., New York City time, on such related Distribution Date
make the portion of such P&I Advances that was required to be, but was not, made
by the Master Servicer on such P&I Advance Date, and (ii) the provisions of
Sections 7.01 and 7.02 shall apply.

            (b) The aggregate amount of P&I Advances to be made by the Master
Servicer or the Trustee in respect of any Distribution Date shall, subject to
Section 4.03(c) and Section 4.03(e) below, equal the aggregate of all Periodic
Payments (other than Balloon Payments) and any Assumed Scheduled Payments, net
of related Servicing Fees (and, in the case of the LB-UBS 2007-C1 Serviced
Mortgage Loan, servicing fees due to the LB-UBS 2007-C1 Master Servicer to the
extent not so otherwise paid pursuant to the related Intercreditor Agreement)
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 Mortgage Loan,
then, with respect to the Distribution Date immediately following the date of
such determination and with respect to each subsequent Distribution Date for so
long as such Appraisal Reduction Amount exists with respect to such Required
Appraisal Mortgage Loan, the Master Servicer or the Trustee will be required in
the event of subsequent delinquencies to advance in respect of such Mortgage
Loan only an amount equal to the sum of (A) the amount of the interest portion
of the P&I Advance that would otherwise be required without regard to this
clause (y), minus the product of (1) such Appraisal Reduction Amount and (2) the
per annum Pass-Through Rate (i.e., for any month, one-twelfth of the
Pass-Through Rate) applicable to the Class of Certificates to which such
Appraisal Reduction Amount is allocated pursuant to Section 4.04(d) and (B) the
amount of the principal portion of the P&I Advance that would otherwise be
required without regard to this clause (y).

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

            (d) In connection with the recovery by the Master Servicer or the
Trustee of any P&I Advance out of the Certificate Account pursuant to Section
3.05(a), subject to the next sentence, the Master Servicer shall be entitled to
pay itself or the Trustee, as the case may be, out of any amounts then on
deposit in the Certificate Account, interest at the Reimbursement Rate in effect
from time to time, compounded annually, accrued on the amount of such P&I
Advance (to the extent made with its own funds) from the date made (provided,
however, no such interest shall accrue during any grace period under a Mortgage
Loan) to but not including the date of reimbursement, such interest to be
payable, subject to the terms of the related Intercreditor Agreement with
respect to the related Loan Pair, first out of late payment charges and Penalty
Interest received on the related Mortgage Loan or REO Property during the
Collection Period in which such reimbursement is made and then from general
collections on the Mortgage Loans then on deposit in the Certificate Account.
The Master Servicer shall reimburse itself or the Trustee, as applicable, for
any outstanding P&I Advance made thereby as soon as practicable after funds
available for such purpose have been received by the Master Servicer, and in no
event shall interest accrue in accordance with this Section 4.03(d) on any P&I
Advance as to which the corresponding payment of principal and interest or Late
Collection was received by the Master Servicer on or prior to the related P&I
Advance Date.

            (e) In no event shall the Master Servicer or the Trustee make a P&I
Advance with respect to any Companion Loan.

            (f) None of the Master Servicer, the Paying Agent or the Trustee
shall advance any amount due to be paid by the Swap Counterparty for
distribution to the Class A-MFL Certificates.

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

            (a) On each Distribution Date, following all distributions to be
made on such date pursuant to Section 4.01, the Paying Agent shall allocate to
the respective Classes of Sequential Pay Certificates (other than the Class
A-MFL Certificates) and the Class A-MFL Regular Interest 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
(other than the Class A-MFL Certificates) and the Class A-MFL Regular Interest
as of such Distribution Date (after taking into account all of the distributions
made on such Distribution Date pursuant to Section 4.01), exceeds (ii) the
aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following such Distribution Date (for purposes of this calculation
only, not giving effect to any reductions of the Stated Principal Balance for
payments of principal collected on the Mortgage Loans that were used to
reimburse any Nonrecoverable Advances, to the extent a Final Recovery
Determination has not been made with respect thereto, and Workout-Delayed
Reimbursement Amounts pursuant to Sections 3.05(a)(vii) and (viii) hereof):
first, to the Class Q Certificates, until the remaining Class Principal Balance
thereof has been reduced to zero; second, to the Class P Certificates, until the
remaining Class Principal Balance thereof has been reduced to zero; third, to
the Class O Certificates, until the remaining Class Principal Balance thereof
has been reduced to zero; fourth, to the Class N Certificates, until the
remaining Class Principal Balance thereof has been reduced to zero; fifth, to
the Class M Certificates, until the remaining Class Principal Balance thereof
has been reduced to zero; sixth, to the Class L Certificates, until the
remaining Class Principal Balance thereof has been reduced to zero; seventh, to
the Class K Certificates, until the remaining Class Principal Balance thereof
has been reduced to zero; eighth, to the Class J Certificates, until the
remaining Class Principal Balance thereof has been reduced to zero; ninth, to
the Class H Certificates, until the remaining Class Principal Balance thereof
has been reduced to zero; tenth, to the Class G Certificates, until the
remaining Class Principal Balance thereof has been reduced to zero; eleventh, to
the Class F Certificates, until the remaining Class Principal Balance thereof
has been reduced to zero; twelfth, to the Class E Certificates, until the
remaining Class Principal Balance thereof has been reduced to zero; thirteenth,
to the Class D Certificates, until the remaining Class Principal Balance thereof
has been reduced to zero; fourteenth to the Class C Certificates, until the
remaining Class Principal Balance thereof has been reduced to zero; fifteenth,
to the Class B Certificates, until the remaining Class Principal Balance thereof
has been reduced to zero; sixteenth to the Class A-J Certificates, until the
remaining Class Principal Balance thereof has been reduced to zero; seventeenth
to the Class A-MFL Regular Interest (and therefore the Class A-MFL Certificates)
and the Class A-M Certificates, pro rata, until the remaining Class Principal
Balances thereof have been reduced to zero; and eighteenth, pro rata (based on
remaining Class Principal Balances) to the Class A-1 Certificates, the Class A-2
Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class
A-PB Certificates, the Class A-5 Certificates and the Class A-1A Certificates,
until the Class Principal Balances thereof are reduced to zero. Any allocation
of Realized Losses and Additional Trust Fund Expenses to a Class of Regular
Certificates or the Class A-MFL Regular Interest 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 the Class A-MFL Regular
Interest shall result in a corresponding reduction of the Certificate Balance of
the Class A-MFL Certificates. All Realized Losses and Additional Trust Fund
Expenses, if any, allocated to a Class of Regular Certificates (or, with respect
to the Class A-MFL Certificates, an amount corresponding to any Realized Losses
and Additional Trust Fund Expenses allocated to the Class A-MFL Regular
Interest) 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 and the Class A-MFL Regular Interest as of the Distribution
Date on which the aggregate Certificate Principal Balance of such Regular
Certificates and the Principal Balance of the Class A-MFL Regular Interest have
been reduced to zero, shall be deemed allocated to the Residual Certificates.

            (b) On each Distribution Date, following the deemed distributions of
principal or reimbursement of previously allocated Realized Losses and
Additional Trust Fund Expenses made in respect of the REMIC I Regular Interests
pursuant to Section 4.01(h), the REMIC I Principal Balance (or aggregate REMIC I
Principal Balance with respect to the REMIC I Regular Interests corresponding to
each of the Class A-1, Class A-2, Class A-3, Class A-5, Class A-1A, Class C,
Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates)
of the Corresponding REMIC I Regular Interests (after taking account of such
deemed distributions) shall be reduced as a result of Realized Losses and
Additional Trust Fund Expenses to equal the Class Principal Balance of the
Corresponding Certificates that will be outstanding immediately following such
Distribution Date; provided that Realized Losses and Additional Trust Fund
Expenses shall be allocated:

            (i) with respect to the Class A-1 Certificates, first, to REMIC I
      Regular Interest LA-1-1; second, to REMIC I Regular Interest LA-1-2; and
      third, to REMIC I Regular Interest LA-1-3; in each case until their
      respective REMIC I Principal Balances are reduced to zero;

            (ii) with respect to the Class A-2 Certificates, first, to REMIC I
      Regular Interest LA-2-1; and second, to REMIC I Regular Interest LA-2-2;
      in each case, until their respective REMIC I Principal Balances are
      reduced to zero;

            (iii) with respect to the Class A-3 Certificates, first, to REMIC I
      Regular Interest LA-3-1; second, to REMIC I Regular Interest LA-3-2;
      third, to REMIC I Regular Interest LA-3-3; fourth, to REMIC I Regular
      Interest LA-3-4; fifth, to REMIC I Regular Interest LA-3-5; sixth, to
      REMIC I Regular Interest LA-3-6; in each case, and seventh, to REMIC I
      Regular Interest LA-3-7; in each case, until their respective REMIC I
      Principal Balances are reduced to zero;

            (iv) with respect to the Class A-5 Certificates, first, to REMIC I
      Regular Interest LA-5-1; second, to REMIC I Regular Interest LA-5-2;
      third, to REMIC I Regular Interest LA-5-3; fourth, to REMIC I Regular
      Interest LA-5-4; fifth, to REMIC I Regular Interest LA-5-5; and sixth, to
      REMIC I Regular Interest LA-5-6; in each case, until their respective
      REMIC I Principal Balances are reduced to zero;

            (v) with respect to the Class A-1A Certificates, first, to REMIC I
      Regular Interest LA-1A-1; second, to REMIC I Regular Interest LA-1A-2;
      third, to REMIC I Regular Interest LA-1A-3; fourth, to REMIC I Regular
      Interest LA-1A-4; fifth, to REMIC I Regular Interest LA-1A-5; sixth, to
      REMIC I Regular Interest LA-1A-6; seventh, to REMIC I Regular Interest
      LA-1A-7; eighth, to REMIC I Regular Interest LA-1A-8; ninth, to REMIC I
      Regular Interest LA-1A-9; tenth, to REMIC I Regular Interest LA-1A-10;
      eleventh, to REMIC I Regular Interest LA-1A-11; twelfth, to REMIC I
      Regular Interest LA-1A-12; thirteenth, to REMIC I Regular Interest
      LA-1A-13; fourteenth, to REMIC I Regular Interest LA-1A-14; and fifteenth,
      to REMIC I Regular Interest LA-1A-15; in each case, until their respective
      REMIC I Principal Balances are reduced to zero;

            (vi) with respect to the Class C Certificates, first, to REMIC I
      Regular Interest LC-1; and second, to REMIC I Regular Interest LC-2; in
      each case, until their respective REMIC I Principal Balances are reduced
      to zero;

            (vii) with respect to the Class D Certificates, first, to REMIC I
      Regular Interest LD-1; and second, to REMIC I Regular Interest LD-2; in
      each case, until their respective REMIC I Principal Balances are reduced
      to zero;

            (viii) with respect to the Class E Certificates, first, to REMIC I
      Regular Interest LE-1; and second, to REMIC I Regular Interest LE-2; in
      each case, until their respective REMIC I Principal Balances are reduced
      to zero;

            (ix) with respect to the Class F Certificates, first, to REMIC I
      Regular Interest LF-1; second, to REMIC I Regular Interest LF-2; and
      third, to REMIC I Regular Interest LF-3; in each case, until their
      respective REMIC I Principal Balances are reduced to zero;

            (x) with respect to the Class G Certificates, first, to REMIC I
      Regular Interest LG-1; and second, to REMIC I Regular Interest LG-2; each
      case, until their respective REMIC I Principal Balances are reduced to
      zero;

            (xi) with respect to the Class H Certificates, first, to REMIC I
      Regular Interest LH-1; and second, to REMIC I Regular Interest LH-2; in
      each case, until their respective REMIC I Principal Balances are reduced
      to zero;

            (xii) with respect to the Class J Certificates, first, to REMIC I
      Regular Interest LJ-1; and second, to REMIC I Regular Interest LJ-2; in
      each case, until their respective REMIC I Principal Balances are reduced
      to zero; and

            (xiii) with respect to the Class K Certificates, first, to REMIC I
      Regular Interest LK-1; and second, to REMIC I Regular Interest LK-2; in
      each case, until their respective REMIC I Principal Balances are reduced
      to zero.

            (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 (other than the Class A-MFL Certificates)
and the Class A-MFL Regular Interest in reverse order of priorities (except with
respect to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-PB, Class A-5
and Class A-1A Certificates, which amounts shall be applied pro rata (based on
remaining Class Principal Balances) to such Certificates), in each case up to
the respective Accrued Certificate Interest for each such Class of Certificates
(other than the Class A-MFL Certificates) or the Class A-MFL Regular Interest,
as applicable, for such Distribution Date. On each such Distribution Date, the
Certificate Principal Balance of each Class of Certificates or the Class A-MFL
Regular Interest, as applicable, to which Certificate Deferred Interest has been
allocated shall be increased by the amount of Certificate Deferred Interest
allocated to such Class of Certificates or the Class A-MFL Regular Interest. All
Certificate Deferred Interest, if any, allocated to the Class A-MFL Regular
Interest shall result in a corresponding increase of the Certificate Balance of
the Class A-MFL Certificates. Certificate Deferred Interest will be allocated to
the Class A-M Certificates and the Class A-MFL Regular Interest on a pro rata
basis (based on remaining Class Principal Balances). The amount of Certificate
Deferred Interest allocated to any Class of Sequential Pay Certificates (other
than to Class A-MFL Certificates) or the Class A-MFL Regular Interest shall be
allocated to, and will increase the REMIC I Principal Balances of the
Corresponding REMIC I Regular Interests in reverse order of priority specified
for deemed distributions of principal in Section 4.01(h); provided, however,
with respect to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-PB,
Class A-5 and Class A-1A Certificates, allocations to the Corresponding REMIC I
Regular Interests shall be made on a pro rata basis.

            (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 S, Class
Q, Class P, Class O, Class N, Class M, Class L, Class K, Class J, Class H, Class
G, Class F, Class E, Class D, Class C, Class B and Class A-J Certificates and
pro rata to the Class A-M Certificates and the Class A-MFL Regular Interest, in
that order, up to the amount of their respective Class Principal Balances, and
then to the Class A Certificates on a pro rata basis; provided, however, with
respect to any Appraisal Reduction Amount relating to a Co-Lender Loan (other
than the 485 Lexington Avenue Loan and the State Street Financial Center Loan),
such Appraisal Reduction Amount will be applied, first to the Subordinate
Companion Loans from the most junior to the most senior and then, to the related
Co-Lender Loan (pro rata, with each related Pari Passu Companion Loan in the
case of any Co-Lender Loan with a Pari Passu Companion Loan). With respect to
any Appraisal Reduction Amount relating to the Peter Cooper Village & Stuyvesant
Town Loan, such Appraisal Reduction Amount shall be applied pro rata among the
Peter Cooper Village & Stuyvesant Town Loan, the Peter Cooper & Stuyvesant Town
Pari Passu Companion Loans and, if advanced, the Peter Cooper Village &
Stuyvesant Town Future Pari Passu Companion Loan. With respect to any Appraisal
Reduction Amount relating to the Five Times Square Loan, such Appraisal
Reduction Amount will be applied, first to the Five Times Square Subordinate
Companion Loan, and then pro rata between the Five Times Square Loan, the Five
Times Square Pari Passu Companion Loan #1 and the Five Times Square Pari Passu
Companion Loan #2. 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). With respect to any Appraisal
Reduction Amount relating to the State Street Financial Center Loan, such
Appraisal Reduction Amount shall be applied to the State Street Financial Center
Loan to the extent notified by the LB-UBS 2007-C1 Master Servicer or LB-UBS
2007-C1 Special Servicer.

            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, the Class
A-MFL Interest Distribution Amount and the Class A-MFL Principal 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, in accordance with Section 5.03 beneficial ownership
interests in the Regular Certificates and the Class A-MFL Certificates (in each
case, other than any portion of which is represented by a definitive
certificate) shall initially be held and transferred through the book-entry
facilities of the Depository. The Regular Certificates and the Class A-MFL
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 each Class of the Class X
Certificates, and $250,000 in the case of Non-Registered Certificates (other
than the Residual Certificates, the Class A-MFL Certificates and each Class of
the Class X Certificates), and in each such case in integral multiples of $1 in
excess thereof. The Class Z Certificates, Class R-I Certificates and the Class
R-II Certificates shall have no minimum denomination and shall each be
represented by a single definitive certificate.

            (b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by the Certificate Registrar hereunder by an
authorized signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized signatories of the Certificate
Registrar shall be entitled to all benefits under this Agreement, subject to the
following sentence, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such Certificates. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, however, unless there appears on such Certificate a certificate
of authentication substantially in the form provided for herein executed by the
Authenticating Agent by manual signature, and such certificate of authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.

            Section 5.02. Registration, Transfer and Exchange of Certificates.

            (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar (located as of the Closing Date at the
Corporate Trust Office), shall provide for the registration of Certificates and
of transfers and exchanges of Certificates as herein provided. The Certificate
Register shall contain the aggregate holdings of Certificates represented by
each Regulation S Global Certificate and each Domestic Global Certificate. 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
Initial Purchasers 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 F-1 hereto, and a certificate from such Certificateholder's
prospective transferee substantially in the form attached as either Exhibit F-2
hereto, Exhibit F-3 hereto, Exhibit F-4 hereto, Exhibit F-5 hereto or Exhibit
F-6 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 F-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 F-2,
Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6, as applicable, upon or
prior to such transfer. In addition, if such prospective transferee is an
Institutional Accredited Investor (but not also a Qualified Institutional
Buyer), such prospective transferee shall be deemed to have acknowledged that
any beneficial interest in a Book-Entry Certificate that is transferred to it is
required to be delivered in the form of a Definitive Certificate and shall cease
to be an interest in such Book-Entry Certificate and, thereafter, shall be
subject to all transfer restrictions and other procedures applicable to
Certificates in definitive form.

            (c) No transfer of a Certificate or any interest therein shall be
made to any "employee benefit plan" subject to Title I of ERISA, any "plan"
subject to Section 4975 of the Code or any other retirement plan or other
employee benefit plan or arrangement subject to 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 or a Class Z
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 or a Class Z Certificate, the
transferee (1) qualifies as an accredited investor as defined in Rule 501(a)(1)
of Regulation D under the Securities Act (2) satisfies all the requirements of
the Exemptions as in effect at the time of such transfer and (3) in the case of
a Class A-MFL Certificate, the Plan fiduciary is a qualified professional asset
manager (as defined in PTE 84 14, an in-house asset manager (as defined in PTE
96 23)), or a Plan fiduciary with total assets under management of at least $100
million at the time the Certificate is acquired. Each Person who acquires a
Certificate in Definitive Certificate form shall be required to certify in
writing in the form attached as Exhibit G 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:

                  (A) Each Person holding or acquiring any Ownership Interest in
            a Residual Certificate shall be a Permitted Transferee and shall
            promptly notify the Master Servicer, the Paying Agent and the
            Certificate Registrar of any change or impending change in its
            status as a Permitted Transferee.

                  (B) In connection with any proposed Transfer of any Ownership
            Interest in a Residual Certificate, the Certificate Registrar shall
            require delivery to it, and shall not register the Transfer of any
            Residual Certificate until its receipt of an affidavit and agreement
            substantially in the form attached hereto as Exhibit H-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.

                  (C) Notwithstanding the delivery of a Transfer Affidavit and
            Agreement by a proposed Transferee under clause (B) above, if a
            Responsible Officer of the Certificate Registrar has actual
            knowledge that the proposed Transferee is not a Permitted
            Transferee, no Transfer of an Ownership Interest in a Residual
            Certificate to such proposed Transferee shall be effected.

                  (D) Each Person holding or acquiring any Ownership Interest in
            a Residual Certificate shall agree (a) to require a Transfer
            Affidavit and Agreement from any prospective Transferee to whom such
            Person attempts to transfer its Ownership Interest in such Residual
            Certificate and (b) not to transfer its Ownership Interest in such
            Residual Certificate unless it provides to the Certificate Registrar
            a certificate substantially in the form attached hereto as Exhibit
            H-2 stating that, among other things, it has no actual knowledge
            that such prospective Transferee is not a Permitted Transferee.

                  (E) Each Person holding or acquiring an Ownership Interest in
            a Residual Certificate, by purchasing an Ownership Interest in such
            Certificate, agrees to give the Master Servicer and the Trustee
            written notice that it is a "pass-through interest holder" within
            the meaning of temporary Treasury regulation Section
            1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest
            in a Residual Certificate, if it is, or is holding an Ownership
            Interest in a Residual Certificate on behalf of, a "pass-through
            interest holder."

            (i) (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.

            (ii) 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.

            (iii) The provisions of this Section 5.02(d) set forth prior to this
      clause (iv) may be modified, added to or eliminated; provided that there
      shall have been delivered to the Certificate Registrar and the Master
      Servicer the following:

                  (A) written confirmation from each Rating Agency to the effect
            that the modification of, addition to or elimination of such
            provisions will not cause such Rating Agency to qualify, downgrade
            or withdraw its then-current rating of any Class of Certificates;
            and

                  (B) an Opinion of Counsel, in form and substance satisfactory
            to the Certificate Registrar and the Master Servicer, obtained at
            the expense of the party seeking such modification of, addition to
            or elimination of such provisions (but in no event at the expense of
            the Trust Fund), to the effect that doing so will not cause either
            of REMIC I or REMIC II to (x) cease to qualify as a REMIC or (y) be
            subject to an entity-level tax caused by the Transfer of any
            Residual Certificate to a Person which is not a Permitted
            Transferee, or cause a Person other than the prospective Transferee
            to be subject to a REMIC-related tax caused by the Transfer of a
            Residual Certificate to a Person that is not a Permitted Transferee.

            (e) No interest in the Regulation S Global Certificates may be held
by or transferred to a U.S. Person (as defined in Regulation S) except for
exchanges for a beneficial interest in a Domestic Global Certificate or a
Definitive Certificate as described below. Any beneficial interest in a
Regulation S Global Certificate that is transferred to a U.S. Person that is an
institutional "accredited investor" (which is not a QIB) is required to be
delivered in the form of a definitive certificate and will cease to be an
interest in such Regulation S Global Certificate and, thereafter, will be
subject to all transfer restrictions and other procedures applicable to
Certificates in definitive form described below. Notwithstanding the foregoing,
no transfer of a beneficial interest in a Regulation S Global Certificate to a
Definitive Certificate as described below will be made prior to the Release
Date.

            (i) Any holder of an interest in a Regulation S Global Certificate
      in respect of the Certificates will have the right, upon prior written
      notice to the Depositor, the Trustee, Euroclear or Clearstream, as
      applicable, and DTC, in the form of the Exchange Certificate, to exchange
      all or a portion of such interest for an equivalent interest in a Domestic
      Global Certificate in connection with a transfer of its interest therein
      to a transferee that is eligible to hold an interest in a Domestic Global
      Certificate as described herein. Any holder of an interest in a Domestic
      Global Certificate shall have the right, upon prior written notice to the
      Depositor, the Trustee, DTC and Euroclear or Clearstream, as applicable,
      in the form of the Exchange Certificate to exchange all or a portion of
      such interest for an equivalent interest in a Regulation S Global
      Certificate in connection with a transfer of its interest therein to a
      transferee that is eligible to hold an interest in a Regulation S Global
      Certificate as set forth herein. The Exchange Certificate will specify the
      denomination of the Certificates to be exchanged. The Exchange Certificate
      will also contain a representation that the transfer is being made in a
      transaction meeting the requirements of this Agreement and Rule 144A or
      Regulation S, as the case may be. Following receipt of any Exchange
      Certificate by the Trustee, (i) the Trustee will endorse the schedule to
      any Global Certificate representing the Certificate or Certificates being
      exchanged to reduce the stated principal amount of such Global Certificate
      by the denominations of the Certificate or Certificates for which such
      exchange is to be made and (ii) the Trustee will endorse the schedule to
      any Global Certificate representing the Certificate or Certificates for
      which such exchange is to be made to increase the stated principal amount
      of such Global Certificate by the denominations of the Certificate or
      Certificates being exchanged therefor.

            (ii) Investors may hold their interests in a Regulation S Global
      Certificate through Euroclear or Clearstream, if they are participants in
      such systems, or indirectly through organizations that are participants in
      such systems. After the end of the Restricted Period, investors may also
      hold such interests through organizations that have accounts with DTC
      other than Euroclear and Clearstream (the "DTC Participants"). Euroclear
      and Clearstream will hold interests in a Regulation S Global Certificate
      on behalf of their participants through customers' securities accounts in
      their respective names on the books of their respective depositaries,
      which in turn will hold such interests in a Regulation S Global
      Certificate in customers' securities accounts in the depositaries' names
      on the books of DTC. Clearstream and Euroclear will from time to time
      appoint financial institutions to act as depositary for such entities.
      Investors may hold their interests in a Domestic Global Certificate
      directly through DTC, if they are DTC Participants, or indirectly through
      organizations which are DTC Participants.

            (f) 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.

            (g) 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.

            (h) 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.

            (i) 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.

            (j) 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.

            (k) 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.

            (l) Each Person who has or who acquires any Ownership Interest in a
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of any Intercreditor
Agreement affecting such Certificate.

            (m) With respect to any Class A-MFL Certificate that is a Definitive
Certificate, no transfers of such Certificate presented or surrendered for
registration of transfer or exchange shall be made unless the transfer or
exchange is accompanied by a written instrument of transfer and accompanied by
IRS Form W-8CI, W-8BEN, W-8IMY (and all appropriate attachments) or W-9 in form
satisfactory to the Trustee, duly executed by such Certificateholder to the Swap
Counterparty). If requested, the Trustee shall promptly forward any such IRS
Form received by the Trustee to the applicable Swap Counterparty. Each holder of
such a Class A-MFL Certificate by its purchase of such Certificate shall be
deemed to consent to any IRS Form being so forwarded.

            Section 5.03. Book-Entry Certificates.

            (a) Each Class of Regular Certificates and the Class A-MFL
Certificates (in each case, other than any portion of which is represented by a
definitive certificate) 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. Upon
surrender to the Certificate Registrar of the Definitive Certificate of any
Class thereof by the Depository, accompanied by registration instructions from
the Certificate Owner for registration of transfer, the Certificate Registrar
shall execute, at the Depositor's expense, and the Authenticating Agent shall
authenticate and deliver, the Book-Entry Certificates in respect of such Class
to the Depository identified in such instructions. The Depositor shall provide
the Certificate Registrar with an adequate inventory of Definitive Certificates.
None of the Depositor, the Master Servicer, the Special Servicer, the Trustee or
the Certificate Registrar shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates for purposes of
evidencing ownership of any Class of Registered Certificates, the registered
holders of such Definitive Certificates shall be recognized as
Certificateholders hereunder and, accordingly, shall be entitled directly to
receive payments on, to exercise Voting Rights with respect to, and to transfer
and exchange such Definitive Certificates.

            (d) Notwithstanding any other provisions contained herein, neither
the Trustee nor the Certificate Registrar shall have any responsibility
whatsoever to monitor or restrict the transfer of ownership interests in any
Certificate (including, but not limited to, any Non-Registered Certificate, any
Subordinated Certificate and any Class Z Certificate) which interests are
transferable through the book-entry facilities of the Depository.

            Section 5.04. Mutilated, Destroyed, Lost or Stolen Certificates.

            If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be required by them to save each of them harmless, then, in the absence of
actual notice to the Trustee and the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Certificate Registrar shall
execute and the Authenticating Agent shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a
new Certificate of the same Class and like Percentage Interest. Upon the
issuance of any new Certificate under this Section, the Trustee and the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the applicable REMIC created hereunder, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

            Section 5.05. Persons Deemed Owners.

            Prior to due presentment for registration of transfer, the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agent of any of them may treat the Person in whose
name any Certificate is registered as of the related Record Date as the owner of
such Certificate for the purpose of receiving distributions pursuant to Section
4.01 and may treat the person whose name each Certificate is registered as of
the date of determination as the owner of such Certificate for all other
purposes whatsoever and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar or any agent of any of them
shall be affected by notice to the contrary.

                                   ARTICLE VI

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

            Section 6.01. Liability of Depositor, Master Servicer and Special
Servicer.

            The Depositor, the Master Servicer and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.

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

            Subject to the following paragraph, the Depositor, the Master
Servicer and the Special Servicer shall each keep in full effect its existence,
rights and franchises as a corporation, or national banking association, as the
case may be, under the laws of the jurisdiction of its incorporation or
organization, and each will obtain and preserve its qualification to do business
as a national banking association or foreign corporation, as the case may be, in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement, and the Master Servicer shall keep in full effect its existence and
rights as a national banking association under the laws of the United States of
America.

            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, no successor or surviving Person shall
succeed to the rights of the Master Servicer or the Special Servicer unless (i)
as evidenced in writing by the Rating Agencies, such succession will not result
in qualification, downgrading or withdrawal of the ratings then assigned by the
Rating Agencies to any Class of Certificates and (ii) such successor or
surviving Person makes the applicable representations and warranties set forth
in Section 3.23.

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

            None of the Depositor, the Master Servicer or the Special Servicer,
or any director, officer, employee or agent of any of them, shall be under any
liability to the Trust Fund, the Trustee or the Certificateholders or the
Companion Holders for any action taken, or not taken, in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, this provision
shall not protect the Depositor, the Master Servicer or the Special Servicer
against any liability to the Trust Fund, the Trustee, the Certificateholders or
the Companion Holders for the breach of a representation, warranty or covenant
made herein by such party, or against any expense or liability specifically
required to be borne by such party without right of reimbursement pursuant to
the terms hereof, or against any liability which would otherwise be imposed by
reason of misfeasance, bad faith or negligence in the performance of obligations
or duties hereunder or negligent disregard of such obligations and duties. The
Depositor, the Master Servicer, the Special Servicer and any director, officer,
employee or agent of the Depositor, the Master Servicer or the Special Servicer
may rely in good faith on any document of any kind which, prima facie, is
properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the Master Servicer, the Special Servicer and any
director, member, manager, officer, employee or agent of the Depositor, the
Master Servicer or the Special Servicer shall be indemnified and held harmless
by the Trust Fund against any loss, liability or reasonable expense incurred in
connection with this Agreement or the Certificates (including, without
limitation, the distribution or posting of reports or other information as
contemplated by this Agreement), other than any loss, liability or expense: (i)
specifically required to be borne by such party without right of reimbursement
pursuant to the terms hereof (including without limitation, those expenses set
forth in Section 3.11(b) or Section 3.11(d) and the last sentence of the
definition of Servicing Advances); (ii) incurred in connection with any breach
of a representation, warranty or covenant made herein; or (iii) incurred by
reason of willful misfeasance, bad faith or negligence in the performance of
obligations or duties hereunder. None of the Depositor, the Master Servicer or
the Special Servicer shall be under any obligation to appear in, prosecute or
defend any legal action unless such action is related to its respective duties
under this Agreement and unless it is specifically required hereunder to bear
the costs of such legal action, in its opinion does not involve it in any
ultimate expense or liability; provided, however, the Depositor, the Master
Servicer or the Special Servicer may in its discretion undertake any such action
which it may deem necessary or desirable with respect to the enforcement and/or
protection of the rights and duties of the parties hereto and the interests of
the Certificateholders hereunder. In such event, the legal expenses and costs of
such action, and any liability resulting therefrom, shall be expenses, costs and
liabilities of the Trust Fund, and the Depositor, the Master Servicer and the
Special Servicer shall be entitled to be reimbursed therefor from the
Certificate Account as provided in Section 3.05. In no event shall the Master
Servicer or the Special Servicer be liable or responsible for any action taken
or omitted to be taken by the other of them or by the Depositor, the Trustee, or
any Certificateholder, subject to the provisions of Section 8.05(b).

            Section 6.04. Resignation of Master Servicer and the Special
Servicer.

            The Master Servicer and, subject to Section 6.09, the Special
Servicer may resign from the obligations and duties hereby imposed on it, upon a
determination that its duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it (the other activities of the Master Servicer
or the Special Servicer, as the case may be, so causing such a conflict being of
a type and nature carried on by the Master Servicer or the Special Servicer, as
the case may be, at the date of this Agreement). Any such determination
requiring the resignation of the Master Servicer or the Special Servicer, as
applicable, shall be evidenced by an Opinion of Counsel to such effect which
shall be delivered to the Trustee. Unless applicable law requires the Master
Servicer's or Special Servicer's resignation to be effective immediately, and
the Opinion of Counsel delivered pursuant to the prior sentence so states, no
such resignation shall become effective until the Trustee or other successor
shall have assumed the responsibilities and obligations of the resigning party
in accordance with Section 7.02 hereof. The Master Servicer and the Special
Servicer shall have the right to resign at any other time; provided that (i) a
willing successor thereto has been found by the Master Servicer or Special
Servicer, as applicable, (ii) each of the Rating Agencies confirms in writing
that the successor's appointment will not result in a withdrawal, qualification
or downgrade of any rating or ratings assigned to any Class of Certificates,
(iii) the resigning party pays all costs and expenses in connection with such
transfer, and (iv) the successor accepts appointment prior to the effectiveness
of such 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, neither the Master Servicer nor the Special Servicer shall be relieved
of any of its obligations hereunder by virtue of such performance by the
Depositor or its designee; provided, further, 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 and Controlling Holders.

            The Holder or Holders of the Certificates evidencing a majority of
the Voting Rights allocated to the Controlling Class may at any time and from
time to time designate a Person meeting the requirements set forth in Section
6.04 (including, without limitation, Rating Agency confirmation) to serve as
Special Servicer hereunder and to replace any existing Special Servicer or any
Special Servicer that has resigned or otherwise ceased to serve as Special
Servicer; provided that such Holder or Holders shall pay all costs related to
the transfer of servicing if the Special Servicer is replaced other than due to
an Event of Default. Such Holder or Holders may also select a Controlling Class
Representative that may advise and direct the Special Servicer and whose
approval is required for certain actions, as described herein. Such Holder or
Holders shall so designate a Person to serve as replacement Special Servicer by
the delivery to the Trustee, the Master Servicer and the existing Special
Servicer of a written notice stating such designation. The Trustee shall,
promptly after receiving any such notice, deliver to the Rating Agencies an
executed Notice and Acknowledgment in the form attached hereto as Exhibit I-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 I-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, the resigning Special Servicer shall continue to be entitled to receive
all amounts accrued or owing to it under this Agreement on or prior to the
effective date of such resignation (including Workout Fees as set forth in
Section 3.11(c) of this Agreement), 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 (2) Business Days to the replacement Special Servicer for
administration by it of all cash amounts that shall at the time be or should
have been credited by the Special Servicer to the Certificate Account or the REO
Account or delivered to the Master Servicer or that are thereafter received with
respect to Specially Serviced Mortgage Loans and REO Properties.

            Notwithstanding the foregoing, in accordance with the terms of the
One Congress Street Intercreditor Agreement, the Companion Holder related to the
One Congress Street Loan shall have the right to appoint, approve and/or remove
the Special Servicer with respect to the One Congress Street Loan, and the
Controlling Class shall not have the right to replace the Special Servicer with
respect to the One Congress Street Loan as described above.

            Notwithstanding the foregoing, in accordance with the terms of the
State Street Financial Center Intercreditor Agreement, the Special Servicer may
be removed at any time, with or without cause, but only with the consent of the
LB-UBS 2007-C1 Controlling Class Representative with respect to the State Street
Financial Center Loan.

            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 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 Sections 6.11(c), 6.11(e), 6.11(f), 6.11(g), 6.11(h),
6.11(i), 6.11(j) and 6.11(k) the Controlling Class Representative will be
entitled to advise the Special Servicer with respect to the following actions of
the Special Servicer, and notwithstanding anything herein to the contrary except
as necessary or advisable to avoid an Adverse REMIC Event or the violation of
the Servicing Standard and except as set forth in, and in any event subject to,
the second paragraph of this Section 6.11(a), the Special Servicer will not be
permitted to take any of the following actions as to which the Controlling Class
Representative has objected in writing within ten Business Days of being
notified thereof, which notification with respect to the action described in
clause (vi) below shall be copied by the Special Servicer to the Master Servicer
(provided that if such written objection has not been received by the Special
Servicer within such ten Business Day period, then the Controlling Class
Representative's approval will be deemed to have been given):

            (i) any actual or proposed foreclosure upon or comparable conversion
      (which may include acquisitions of an REO Property) of the ownership of
      properties securing such of the Specially Serviced Mortgage Loans as come
      into and continue in default;

            (ii) any modification of a Money Term of a Mortgage Loan (other than
      a modification consisting of the extension of the maturity date of a
      Mortgage Loan for one year or less) or a material non-monetary term;

            (iii) any actual or proposed sale of an REO Property (other than in
      connection with the termination of the Trust Fund or pursuant to Section
      3.18);

            (iv) any determination to bring an REO Property into compliance with
      applicable environmental laws or to otherwise address Hazardous Materials
      located at an REO Property;

            (v) any acceptance of substitute or additional collateral or release
      of material collateral for a Mortgage Loan unless required by the
      underlying loan documents;

            (vi) any waiver of a "due-on-sale" clause or "due-on-encumbrance"
      clause;

            (vii) any release of any performance or "earn-out" reserves, escrows
      or letters of credit, including those listed on Exhibit J;

            (viii) any acceptance of an assumption agreement releasing a
      Mortgagor from liability under a Mortgage Loan (other than in connection
      with a defeasance permitted under the terms of the applicable Mortgage
      Loan documents);

            (ix) any termination of the related property manager for Mortgage
      Loans having an outstanding principal balance of greater than $5,000,000;

            (x) any termination of, or modification of, any applicable franchise
      agreement related to any Mortgage Loan secured by a hotel;

            (xi) any determination to allow a Mortgagor not to maintain
      terrorism insurance; and

            (xii) any determination to decrease the time period referenced in
      clause (g) of the definition of Specially Serviced Mortgage Loan.

            In addition, the Controlling Class Representative may direct the
Special Servicer to take, or to refrain from taking, such other actions as the
Controlling Class Representative may deem advisable or as to which provision is
otherwise made in this Agreement; provided that notwithstanding anything herein
to the contrary or anything in this Agreement which permits the Controlling
Class Representative or a Companion Holder the right to consent to or object to
actions taken by the Special Servicer, no such advice or direction, and no
objection contemplated by the preceding paragraph may require or cause the
Special Servicer to violate any applicable law, any provision of this Agreement
or the REMIC Provisions (and the Special Servicer shall disregard any such
direction or objection), including without limitation the Special Servicer's
obligation to act in accordance with the Servicing Standard, or expose the
Master Servicer, the Special Servicer, the Trust Fund or the Trustee or their
respective Affiliates, officers, directors, employees or agents to any claim,
suit or liability, or materially expand the scope of the Special Servicer or the
Special Servicer's responsibilities hereunder or cause the Special Servicer to
act, or fail to act, in a manner which in the reasonable judgment of the Special
Servicer is not in the best interests of the Certificateholders. For the
avoidance of doubt, the Master Servicer and/or the Special Servicer will
disregard any direction or objection of any party (including without limitation
of the Controlling Class Representative or a Companion Holder) if such direction
and or objection causes the Master Servicer or the Special Servicer to violate
the Servicing Standard, any applicable law, any provision of this Agreement or
the REMIC Provisions or expose the Master Servicer, the Special Servicer, the
Trust Fund, the Paying Agent or the Trustee or their respective Affiliates,
officers, directors employees or agents to any claim, suit or liability, or
materially expand the scope of the Master Servicer's or Special Servicer's
responsibility hereunder or cause the Master Servicer or the Special Servicer to
act, or fail to act, in a manner which in the reasonable judgment of the Master
Servicer or the Special Servicer is not in the best interest of the
Certificateholders, or the holders of the Companion Loan and consistent with the
Servicing Standard.

            (b) The Controlling Class Representative, the Controlling Class and
the Holder of any Companion Loan will have no liability to the
Certificateholders for any action taken, or for refraining from the taking of
any action, or for errors in judgment; provided, however, the Controlling Class
Representative, the Controlling Class and the Holder of any Companion Loan will
not be protected against any liability to a Controlling Class Certificateholder
which would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of reckless disregard of
obligations or duties. By its acceptance of a Certificate, each
Certificateholder confirms its understanding that the Controlling Class, the
Controlling Class Representatives or any Holder of a Companion Loan may take
actions that favor the interests of one or more Classes of the Certificates over
other Classes of the Certificates, and that the Controlling Class, the
Controlling Class Representative and the Holder of any Companion Loan may have
special relationships and interests that conflict with those of Holders of some
Classes of the Certificates, that the Controlling Class, the Controlling Class
Representatives or any Holder of a Companion Loan may act solely in the
interests of the Holders of the Controlling Class or any Companion Holder, as
the case may be, and that the Controlling Class Representatives do not have any
duties or liability to the Holders of any Class of Certificates other than the
Controlling Class or any Companion Holder and shall have no liability whatsoever
for having so acted, and no Certificateholder may take any action whatsoever
against the Controlling Class Representatives or any Holder of any Companion
Loan or any director, officer, employee, agent or principal thereof for having
so acted.

            (c) Notwithstanding anything to the contrary in this Section 6.11 or
anything contained in this Agreement, with respect to the One Congress Street
Loan, the Master Servicer and the Special Servicer shall comply with Section 3
of the One Congress Street Intercreditor Agreement and, for as long as the
related Companion Holder is the "directing lender" under the One Congress Street
Intercreditor Agreement, the Controlling Class Representative shall not have the
consent and advisement rights otherwise set forth in this Section 6.11 or in
Sections 3.07, 3.08 and/or 3.20 but shall be entitled to discuss (without any
consent right) any action described in any such section with the Special
Servicer pursuant to Subsection (l) below.

            (d) Notwithstanding anything to the contrary in this Section 6.11 or
anything contained in this Agreement, with respect to the LB-UBS 2007-C1
Serviced Mortgage Loan, in the event the LB-UBS 2007-C1 Controlling Class
Representative is required to give its consent to any actions with respect
thereto, the LB-UBS 2007-C1 Controlling Class Representative shall be required
to confer with the Controlling Class Representative, provided however, that in
the event the Controlling Class Representative and the LB-UBS 2007-C1
Controlling Class Representative are not able to agree upon a course of action,
the decision of the LB-UBS 2007-C1 Controlling Class Representative shall
control.

            (e) Notwithstanding anything to the contrary in this Section 6.11 or
anything contained in this Agreement, with respect to the Tyco International
Building Loan, the Master Servicer and the Special Servicer shall comply with
Section 3 of the Tyco International Building Intercreditor Agreement.

            (f) Notwithstanding anything to the contrary in this Section 6.11 or
anything contained in this Agreement, with respect to the Spring Mill Corporate
Center Loan, the Master Servicer and the Special Servicer shall comply with
Section 3 of the Spring Mill Corporate Center Intercreditor Agreement.

            (g) Notwithstanding anything to the contrary in this Section 6.11 or
anything contained in this Agreement, with respect to the Eastland Center Loan,
the Master Servicer and the Special Servicer shall comply with Section 3 of the
Eastland Center Intercreditor Agreement.

            (h) Notwithstanding anything to the contrary in this Section 6.11 or
anything contained in this Agreement, with respect to the Morgan Apartments
Loan, the Master Servicer and the Special Servicer shall comply with Section 3
of the Morgan Apartments Intercreditor Agreement.

            (i) Notwithstanding anything to the contrary in this Section 6.11 or
anything contained in this Agreement, with respect to the PNC Corporate Plaza
Loan, the Master Servicer and the Special Servicer shall comply with Section 3
of the PNC Corporate Plaza Intercreditor Agreement.

            (j) Notwithstanding anything to the contrary in this Section 6.11 or
anything contained in this Agreement, with respect to the Sealy Pool B Loan,
Gateway Executive Center Loan, Sandy Retail Center Loan or Virginia Village
Apartments Loan, the related Master Servicer and the related Special Servicer
shall comply with Section 16 of the related Intercreditor Agreement.

            (k) Notwithstanding any provision in this Agreement to the contrary,
with respect to the Time Warner Building Loan or the Environmental Technologies
Loan, where the holder of either of the related Companion Loans is acting as the
"Note B Holder" as defined under the related Intercreditor Agreement, the
related Note B Holder shall be entitled to exercise the rights set forth in the
related Intercreditor Agreement.

            (l) Notwithstanding anything in this Section 6.11, nothing herein is
intended to limit the right of the Controlling Class Representative to consult
on a non-binding basis with the Special Servicer with respect to any Mortgage
Loan.

                                   ARTICLE VII

                                     DEFAULT

            Section 7.01. Events of Default.

            (a) "Event of Default," wherever used herein, means any one of the
following events:

            (i) any failure by the Master Servicer to deposit into the
      Certificate Account, which failure, in the case of deposits and remittance
      to the Certificate Account, continues unremedied 1 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, the Floating Rate 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, the Floating Rate Account, continues unremedied
      until 10:00 a.m., New York City time on the related Distribution Date;
      provided, however, 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 5 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 or any Servicing Participant 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 (other than in the case of the Master Servicer's or Special
      Servicer's, as applicable, obligations contemplated by Sections 3.13, 3.14
      and 8.17(n) hereof (with respect to any year that a report on Form 10-K is
      required to be filed) in which case there shall be no cure period) 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), or by the Holders of Certificates entitled to at
      least 25% of the Voting Rights; provided, however, 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 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), or by the Holders of Certificates entitled to at
      least 25% of the Voting Rights; provided, however, 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 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 60 days;
      or

            (vii) the Master Servicer or the Special Servicer shall consent to
      the appointment of a conservator, receiver, liquidator, trustee or similar
      official in any bankruptcy, insolvency, readjustment of debt, marshaling
      of assets and liabilities or similar proceedings of or relating to it or
      of or relating to all or substantially all of its property; or

            (viii) the Master Servicer or the Special Servicer shall admit in
      writing its inability to pay its debts generally as they become due, file
      a petition to take advantage of any applicable bankruptcy, insolvency or
      reorganization statute, make an assignment for the benefit of its
      creditors, voluntarily suspend payment of its obligations, or take any
      corporate action in furtherance of the foregoing; or

            (ix) the consolidated net worth of the Master Servicer and of its
      direct or indirect parent, determined in accordance with generally
      accepted accounting principles, shall decline to less than $15,000,000; or

            (x) the Master Servicer or the Special Servicer receives
      actual knowledge that Moody's has (i) qualified, downgraded or withdrawn
      its rating or ratings of one or more Classes of Certificates, or (ii)
      placed one or more Classes of Certificates on "watch status" in
      contemplation of rating downgrade or withdrawal (and such "watch status"
      placement shall not have been withdrawn by Moody's within 60 days of the
      date that the Master Servicer or the Special Servicer obtained such actual
      knowledge) and, in the case of either of clauses (i) or (ii), citing
      servicing concerns with the Master Servicer or the Special Servicer, as
      applicable, as the sole or material factor in such rating action; or

            (xi) any failure on the part of the Master Servicer or the Special
      Servicer or any Servicing Participant (other than, with respect to the
      Master Servicer, Sub-Servicers identified on Exhibit Y hereto) engaged by
      the Master Servicer or the Special Servicer, as applicable, to observe or
      perform, following the expiration of any applicable grace and cure
      periods, in any material respect any of its duties or obligations under
      Section 8.17 within the timeframe specified; or

            (xii) the Master Servicer or the Special Servicer, as the case may
      be, is no longer listed on S&P's Select Servicer List as a U.S. Commercial
      Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer,
      as the case may be, and such removal continues for a period of 60 days; or

            (xiii) the Master Servicer shall fail to remit to the Paying Agent
      for deposit into the Distribution Account, on any P&I Advance Date, the
      full amount of P&I Advances required to be made on such date, which
      failure continues unremedied until 10:00 a.m. New York City time on the
      next Business Day succeeding such P&I Advance Date; provided, however, 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.

            (xiv) The Master Servicer shall no longer be rated CMS3. its
      equivalent or higher by Fitch, or the Special Servicer shall no longer be
      rated CSS3, its equivalent or higher by Fitch and such lower rating in
      either case remains in effect for a period of 60 days or

            (xv) The Trustee has received written notice from any Rating Agency
      that the continuation of the Master Servicer or Special Servicer in such
      capacity would result or has resulted in the downgrade, qualification, or
      withdrawal of any rating then assigned by such Rating Agency to any Class
      of Certificates and such downgrade, qualification, or withdrawal shall not
      have been withdrawn within 60 days of the date that the Master Servicer or
      the Special Servicer obtained actual knowledge of such downgrade,
      qualification, or withdrawal.

            (b) If any Event of Default shall occur with respect to the Master
Servicer or the Special Servicer (in either case, for purposes of this Section
7.01(b), the "Defaulting Party") and shall be continuing, then, and in each and
every such case, so long as such Event of Default shall not have been remedied,
the Depositor and/or the Trustee may, and at the written direction of the
Holders of Certificates entitled to at least 25% of the Voting Rights, the
Trustee shall, by notice in writing to the Defaulting Party (with a copy of such
notice to each other party hereto and the Rating Agencies), terminate all of the
rights and obligations (but not the liabilities for actions and omissions
occurring prior thereto) of the Defaulting Party under this Agreement and in and
to the Trust Fund, other than its rights as a Certificateholder hereunder.
Notwithstanding the foregoing, it is acknowledged and agreed that the Depositor
shall have no obligation to exercise any of the preceding rights and/or powers.
From and after the receipt by the Defaulting Party of such written notice of
termination, all authority and power of the Defaulting Party under this
Agreement, whether with respect to the Certificates (other than as a holder of
any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested
in the Trustee pursuant to and under this Section, and, without limitation, the
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
and at the expense of the Defaulting Party, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer and
the Special Servicer each agree that, if it is terminated pursuant to this
Section 7.01(b), it shall promptly (and in any event no later than ten Business
Days subsequent to its receipt of the notice of termination) provide the Trustee
with all documents and records, including those in electronic form, requested
thereby to enable the Trustee or a successor Master Servicer or Special Servicer
to assume the Master Servicer's or Special Servicer's, as the case may be,
functions hereunder, and shall cooperate with the Trustee in effecting the
termination of the Master Servicer's or Special Servicer's, as the case may be,
responsibilities and rights hereunder, including, without limitation, (i) the
immediate transfer to the Trustee or a successor Master or Special Servicer for
administration by it of all cash amounts that shall at the time be or should
have been credited by the Master Servicer to the Certificate Account, the
Distribution Account, 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
(2) 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, 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, 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)
and/or (xii) and if the terminated Master Servicer provides the Trustee with the
appropriate "request for proposal" materials within the 5 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 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 3 Qualified
Bidders cannot be located, then from as many Persons as the Trustee can
determine are Qualified Bidders; provided that at the Trustee's request, the
Master Servicer to be terminated pursuant to Section 7.01(b) shall supply the
Trustee with the names of Persons from whom to solicit such bids; provided,
further, the Trustee shall not be responsible if less than 3 or no Qualified
Bidders submit bids for the right to master service the Mortgage Loans under
this Agreement. The bid proposal shall require any Successful Bidder (as defined
below), as a condition of such bid, to enter into this Agreement as successor
Master Servicer, and to agree to be bound by the terms hereof, within 45 days
after the notice of termination to the Master Servicer. The materials provided
to the Trustee shall provide for soliciting bids (i) on the basis of such
successor Master Servicer retaining all Sub-Servicers to continue the primary
servicing of the Mortgage Loans pursuant to the terms of the respective
Sub-Servicing Agreements and to enter into a Sub-Servicing Agreement with the
terminated Master Servicer to service each of the Mortgage Loans not subject to
a Sub-Servicing Agreement at a servicing fee rate per annum equal to the Master
Servicing Fee Rate minus 2.0 basis points per Mortgage Loan serviced (each, a
"Servicing-Retained Bid") and (ii) on the basis of terminating each
Sub-Servicing Agreement and Sub-Servicer that it is permitted to terminate in
accordance with Section 3.22 (each, a "Servicing-Released Bid"). The Trustee
shall select the Qualified Bidder with the highest cash Servicing-Retained Bid
(or, if none, the highest cash Servicing Released Bid) (the "Successful Bidder")
to act as successor Master Servicer hereunder. The Trustee shall direct the
Successful Bidder to enter into this Agreement as successor Master Servicer
pursuant to the terms hereof (and, if the successful bid was a
Servicing-Retained Bid, to enter into a Sub-Servicing Agreement with the
terminated Master Servicer as contemplated above), no later than 45 days after
termination of the Master Servicer.

            Upon the assignment and acceptance of the master servicing rights
hereunder to and by the Successful Bidder, the Trustee shall remit or cause to
be remitted (i) if the successful bid was a Servicing-Retained Bid, to the
Master Servicer to be terminated pursuant to Section 7.01(b) the amount of such
cash bid received from the Successful Bidder (net of "out-of-pocket" expenses
incurred in connection with obtaining such bid and transferring servicing) and
(ii) if the successful bid was a Servicing-Released Bid, to the Master Servicer
and each terminated Sub-Servicer its respective Bid Allocation. In connection
with such remittance, the Trustee is entitled to be reimbursed by the Master
Servicer for the Trustee's "out-of-pocket" expenses incurred in connection with
obtaining such bid and transferring servicing as contemplated by clause (i) of
this paragraph and by the definition of "Bid Allocation".

            If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within such 45-day period or no Successful Bidder was
identified within such 45-day period, the Master Servicer to be terminated
pursuant to Section 7.01(b) shall reimburse the Trustee for all reasonable
"out-of-pocket" expenses incurred by the Trustee in connection with such bid
process and the Trustee shall have no further obligations under this Section
7.01(c). The Trustee thereafter may act or may select a successor to act as
Master Servicer hereunder in accordance with Section 7.02.

            (d) Notwithstanding the foregoing, if the Trustee or the Master
Servicer has received notice from Fitch, Moody's or S&P that the Master Servicer
is no longer approved by Fitch or Moody's or is no longer listed on S&P's Select
Servicer List as a U.S. Commercial Mortgage Master Servicer, then the Trustee or
Master Servicer shall promptly notify the other of the same.

            Section 7.02. Trustee to Act; Appointment of Successor.

            On and after the time the Master Servicer or the Special Servicer
resigns pursuant to Section 6.04 or receives a notice of termination pursuant to
Section 7.01, the Trustee shall, unless a successor is appointed pursuant to
Section 6.04, be the successor in all respects to the Master Servicer or the
Special Servicer, as the case may be, in its capacity as such under this
Agreement and the transactions set forth or provided for herein and shall have
all (and the former Master Servicer or the Special Servicer, as the case may be,
shall cease to have any) of the responsibilities, duties and liabilities (except
as provided in the next sentence) of the Master Servicer or the Special
Servicer, as the case may be, arising thereafter, including, without limitation,
if the Master Servicer is the resigning or terminated party, the Master
Servicer's obligation to make P&I Advances, the unmade P&I Advances that gave
rise to such Event of Default; provided that if the Master Servicer is the
resigning or terminated party, and if after the Closing Date the Trustee is
prohibited by law or regulation from obligating itself to make P&I Advances (as
evidenced by an Opinion of Counsel delivered to the Depositor and the Rating
Agencies) the Trustee shall not be obligated to make such P&I Advances;
provided, further, any failure to perform such duties or responsibilities caused
by the Master Servicer's or the Special Servicer's, as the case may be, failure
to provide information or monies required by Section 7.01 shall not be
considered a default by the Trustee hereunder. Notwithstanding anything contrary
in this Agreement, the Trustee shall in no event be held responsible or liable
with respect to any of the acts, omissions, representations and warranties of
the resigning or terminated party (other than the Trustee) or for any losses
incurred by such resigning or terminated party pursuant to Section 3.06
hereunder nor shall the Trustee be required to purchase any Mortgage Loan
hereunder. As compensation therefor, the Trustee shall be entitled to all fees
and other compensation which the resigning or terminated party would have been
entitled to if the resigning or terminated party had continued to act hereunder
(other than fees already earned, including, without limitation, Workout Fees).
Notwithstanding the above and subject to its obligations under Section 3.22(d)
and 7.01(b), the Trustee may, if it shall be unwilling in its sole discretion to
so act as either Master Servicer or Special Servicer, as the case may be, or
shall, if it is unable to so act as either Master Servicer or Special Servicer,
as the case may be, or shall, if the Trustee is not approved as a master
servicer or a special servicer, as the case may be, by any of the Rating
Agencies or if the Holders of Certificates entitled to at least 51% of the
Voting Rights so request in writing to the Trustee promptly appoint, subject to
the approval of each of the Rating Agencies (as evidenced by written
confirmation therefrom to the effect that the appointment of such institution
would not cause the qualification, downgrading or withdrawal of the then current
rating on any Class of Certificates) or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution
that meets the requirements of Section 6.02 (including, without limitation,
Rating Agency confirmation); provided, however, 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, 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 and Companion
Holders.

            (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, and to the
Companion Holders.

            (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) 5 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, all Certificateholders, the Rating Agencies
and the Companion Holders 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, an Event of
Default under clause (i), (ii), (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:

            (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.

            For so long as reports are required to be filed with the Commission
under the Exchange Act with respect to the Trust Fund, the Trustee shall not
utilize any Subcontractor that is a Prohibited Party. The Trustee shall
indemnify the Depositor, the Sponsors and any director, officer, employee or
agent of the Depositor or the Sponsors and hold them harmless against any and
all claims, losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments, and any other costs, fees and
expenses that any of them may sustain in any way related to the breach by the
Trustee of its obligation set forth in the preceding sentence or the failure of
the Trustee to perform any of its obligations under Section 3.13. This indemnity
shall survive the termination of this Agreement or the earlier resignation or
removal of the Trustee.

            Section 8.02. Certain Matters Affecting Trustee.

            Except as otherwise provided in Section 8.01 and Article X:

            (a) the Trustee may rely upon and shall be protected in acting or
refraining from acting upon any resolution, Officer's Certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document
reasonably believed by it to be genuine and to have been signed or presented by
the proper party or parties;

            (b) the Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance therewith;

            (c) the Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Agreement or to make any investigation of
matters arising hereunder or, except as provided in Section 10.01 or 10.02, to
institute, conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby; the Trustee
shall be under no obligation to take any action to enforce the rights of the
Trust Fund under the applicable Swap Contract unless it is assured, in its sole
discretion, that reasonable security and indemnity against the costs and
expenses of such action(s) will be offered by the Swap Counterparty and the
Holders of the Class A-MFL Certificates or any other party (other than the Trust
Fund); 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, 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, 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, the Trustee shall remain responsible for all acts
and omissions of such agents or attorneys within the scope of their employment
to the same extent as it is responsible for its own actions and omissions
hereunder;

            (g) the Trustee shall not be responsible for any act or omission of
the Master Servicer or the Special Servicer (unless the Trustee is acting as
Master Servicer or the Special Servicer) or the Depositor; and

            (h) neither the Trustee nor the Certificate Registrar shall have any
obligation or duty to monitor, determine or inquire as to compliance with any
restriction on transfer imposed under Article V under this Agreement or under
applicable law with respect to any transfer of any Certificate or any interest
therein, other than to require delivery of the certification(s) and/or Opinions
of Counsel described in said Article applicable with respect to changes in
registration of record ownership of Certificates in the Certificate Register and
to examine the same to determine substantial compliance with the express
requirements of this Agreement. The Trustee and Certificate Registrar shall have
no liability for transfers, including transfers made through the book entry
facilities of the Depository or between or among Depository Participants or
beneficial owners of the Certificates, made in violation of applicable
restrictions except for its failure to perform its express duties in connection
with changes in registration of record ownership in the Certificate Register.

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

            The recitals contained herein and in the Certificates, other than
the statements attributed to the Trustee in Article II, Section 8.15 and the
signature of the Certificate Registrar and the Authenticating Agent set forth on
each outstanding Certificate, shall be taken as the statements of the Depositor,
the Master Servicer or the Special Servicer, as the case may be, and the Trustee
does not assume any responsibility for their correctness. Except as set forth in
Section 8.15, the Trustee makes no representations as to the validity or
sufficiency of this Agreement or of any Certificate (other than as to the
signature of the Trustee set forth thereon) or of any Mortgage Loan or related
document. The Trustee shall not be accountable for the use or application by the
Depositor of any of the Certificates issued to it or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor
in respect of the assignment of the Mortgage Loans to the Trust Fund, or any
funds deposited in or withdrawn from the Certificate Account or any other
account by or on behalf of the Depositor, the Master Servicer or the Special
Servicer unless the Trustee is acting as Paying Agent. The Trustee shall not be
responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the
Depositor, the Master Servicer or the Special Servicer, and accepted by the
Trustee in good faith, pursuant to this Agreement.

            Section 8.04. Trustee May Own Certificates.

            The Trustee or any agent of the Trustee in its individual or any
other capacity, may become the owner or pledgee of Certificates with the same
rights (except as otherwise provided in the definition of "Certificateholder")
as it would have if it were not the Trustee or such agent.

            Section 8.05. Fees and Expenses of Trustee; Indemnification of
Trustee.

            (a) On each Distribution Date, the Trustee shall withdraw from the
general funds on deposit in the Distribution Account as provided in Section
3.05(b), prior to any distributions to be made therefrom on such date, and pay
to itself all earned but unpaid Trustee Fees, as compensation for all services
rendered by the Trustee, in the execution of the trusts hereby created and in
the exercise and performance of any of the powers and duties of the Trustee
hereunder at the Trustee Fee Rate. No Trustee Fee shall be payable with respect
to the Companion Loans. The Trustee Fee (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
shall constitute the Trustee's sole compensation for such services to be
rendered by it.

            (b) The Trustee (whether in its capacity as such or individually)
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 (including in respect of
the offering of such Certificates) or any act of the Master Servicer or the
Special Servicer taken on behalf of the Trustee as provided for herein; provided
that such expense is an "unanticipated expense incurred by the REMIC" within the
meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii); provided, further,
neither the Trustee, nor any of the other above specified Persons shall be
entitled to indemnification pursuant to this Section 8.05(b) for (1) any
liability specifically required to be borne thereby pursuant to the terms
hereof, or (2) any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of the Trustee's
obligations and duties hereunder, or by reason of its negligent disregard of
such obligations and duties, or as may arise from a breach of any
representation, warranty or covenant of the Trustee as applicable, made herein.
The provisions of this Section 8.05(b) shall survive any resignation or removal
of the Trustee and appointment of a successor Trustee.

            Section 8.06. Eligibility Requirements for Trustee.

            The Trustee hereunder shall at all times be an association or a
corporation organized and doing business under the laws of the United States of
America or any State thereof or the District of Columbia, authorized under such
laws to exercise trust powers, having a combined capital and surplus of at least
$100,000,000 and subject to supervision or examination by a federal or state
banking authority. If such association or corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section the combined capital and surplus of such association or corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. The Trustee shall also be an entity
with a long term unsecured debt rating of at least (a) "A+" by Fitch, "Aa3" by
Moody's and "A+" by S&P and a short term unsecured debt rating of at least "F1"
by Fitch and "A-1" by S&P or (b) such other rating that shall not result in the
qualification, downgrading or withdrawal of the rating or ratings assigned to
one or more Classes of the Certificates by any Rating Agency as confirmed in
writing. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee, shall resign
immediately in the manner and with the effect specified in Section 8.07;
provided that if the Trustee shall cease to be so eligible because its combined
capital and surplus is no longer at least $100,000,000 or its long-term
unsecured debt rating no longer conforms to the requirements of the immediately
preceding sentence, and if the Trustee proposes to the other parties hereto to
enter into an agreement with (and reasonably acceptable to) each of them, and if
in light of such agreement the Trustee's continuing to act in such capacity
would not (as evidenced in writing by each Rating Agency) cause any Rating
Agency to qualify, downgrade or withdraw any rating assigned thereby to any
Class of Certificates, then upon the execution and delivery of such agreement
the Trustee shall not be required to resign, and may continue in such capacity,
for so long as none of the ratings assigned by the Rating Agencies to the
Certificates is qualified, downgraded or withdrawn thereby. The bank, trust
company, corporation or association serving as Trustee may have normal banking
and trust relationships with the Depositor, the Master Servicer, the Special
Servicer and their respective Affiliates but, except to the extent permitted or
required by Section 7.02, shall not be an "Affiliate" (as such term is defined
in Section III of PTE 2000-58) of the Master Servicer, the 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, the Swap Counterparty 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, the Swap Counterparty 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 5 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 the Trustee may be consolidated or any entity resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any entity
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder; provided such entity shall be eligible under
the provisions of Section 8.06 and the Rating Agencies have provided
confirmation pursuant to such Section, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

            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.

            (a) 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.

            (b) For so long as reports are required to be filed with the
Commission under the Exchange Act with respect to the Trust Fund, the Custodian
shall not utilize any Subcontractor for the performance of its duties hereunder
if such Subcontractor would be "participating in the servicing function" within
the meaning of Item 1122 of Regulation AB. The Custodian shall indemnify the
Depositor, the Sponsors and any director, officer, employee or agent of the
Depositor or the Sponsors and hold them harmless against any and all claims,
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees and expenses that
any of them may sustain in any way related to the breach by the Custodian of its
obligation set forth in the preceding sentence or the failure of the Custodian
to perform any of its obligations under Section 3.13. This indemnity shall
survive the termination of this Agreement or the earlier resignation or removal
of the Custodian.

            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. Wells Fargo Bank, N.A. shall
be the initial Authenticating Agent. If Wells Fargo Bank, N.A. is removed as
Trustee, then Wells Fargo Bank, N.A. shall be terminated as Authenticating
Agent. If the Authenticating Agent (other than Wells Fargo Bank, N.A.) resigns
or is terminated, the Trustee shall appoint a successor Authenticating Agent
which may be the Trustee or an Affiliate thereof. In the absence of any other
Person appointed in accordance herewith acting as Authenticating Agent, the
Trustee hereby agrees to act in such capacity in accordance with the terms
hereof. Notwithstanding anything herein to the contrary, if the Trustee is no
longer the Authenticating Agent, any provision or requirement herein requiring
notice or any information or documentation to be provided to the Authenticating
Agent shall be construed to require that such notice, information or
documentation also be provided to the Trustee.

            (b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Authenticating Agent shall be
a party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

            (c) Any Authenticating Agent may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee, the
Certificate Registrar, the Master Servicer, the Special Servicer and the
Depositor. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent, the Master Servicer, the Certificate Registrar and the
Depositor. Upon receiving a notice of resignation or upon such a termination, or
in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 8.12, the Trustee may appoint a
successor Authenticating Agent, in which case the Trustee shall given written
notice of such appointment to the Master Servicer, the Certificate Registrar and
the Depositor and shall mail notice of such appointment to all Holders of
Certificates; provided, however, 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 either such REMIC Administrator to execute and deliver
to the Trustee an instrument in which such REMIC Administrator shall agree to
act in such capacity, with the obligations and responsibilities herein. The
appointment of a REMIC Administrator shall not relieve the Trustee from any of
its obligations hereunder, and the Trustee shall remain responsible and liable
for all acts and omissions of the REMIC Administrator. Each REMIC Administrator
must be acceptable to the Trustee and must be organized and doing business under
the laws of the United States of America or of any State and be subject to
supervision or examination by federal or state authorities. In the absence of
any other Person appointed in accordance herewith acting as REMIC Administrator,
the Trustee hereby agrees to act in such capacity in accordance with the terms
hereof. If Wells Fargo Bank, N.A. is removed as Trustee, then Wells Fargo Bank,
N.A. shall be terminated as REMIC Administrator.

            (b) Any Person into which any REMIC Administrator may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any REMIC Administrator shall be a
party, or any Person succeeding to the corporate agency business of any REMIC
Administrator, shall continue to be the REMIC Administrator without the
execution or filing of any paper or any further act on the part of the Trustee
or the REMIC Administrator.

            (c) Any REMIC Administrator may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee the
Certificate Registrar, the Trustee, the Master Servicer, the Special Servicer
and the Depositor. The Trustee may at any time terminate the agency of any REMIC
Administrator by giving written notice of termination to such REMIC
Administrator, the Master Servicer, the Certificate Registrar and the Depositor.
Upon receiving a notice of resignation or upon such a termination, or in case at
any time any REMIC Administrator shall cease to be eligible in accordance with
the provisions of this Section 8.14, the Trustee may appoint a successor REMIC
Administrator, in which case the Trustee shall given written notice of such
appointment to the Master Servicer and the Depositor and shall mail notice of
such appointment to all Holders of Certificates; provided, however, 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 and Warranties 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
      of America.

            (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 the Paying Agent.

            The Trustee may appoint a Paying Agent for the purpose of making
distributions to Certificateholders hereunder. The Trustee shall cause such
Paying Agent to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee that such Paying Agent will hold all
sums held by it for the payment to Certificateholders in an Eligible Account in
trust for the benefit of the Certificateholders entitled thereto until such sums
shall be paid to the Certificateholders. All funds remitted by the Trustee or
the Master Servicer to any such Paying Agent for the purpose of making
distributions shall be paid to Certificateholders on each Distribution Date and
any amounts not so paid shall be returned on such Distribution Date to the
Trustee or the Master Servicer, as applicable. Any Paying Agent shall be either
a bank or a trust company or otherwise authorized under law to exercise
corporate trust powers and shall have a short-term debt rating of at least "A-1"
and a long-term debt rating of at least "A2" (or its equivalent) by Moody's or a
rating of at least "A" by Fitch or a rating of at least "A-" 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. Any such appointment of a third party Paying Agent and the
acceptance thereof shall be pursuant to a written agreement, which written
agreement shall (i) be consistent with this Agreement in all material respects
and requires the Paying Agent to comply with this Agreement in all material
respects and requires the Paying Agent to comply with all of the applicable
conditions of this Agreement; (ii) provide that if the Trustee shall for any
reason no longer act in the capacity of Trustee hereunder (including, without
limitation, by reason of an Event of Default), the successor trustee or its
designee may (A) thereupon assume all of the rights and, except to the extent
they arose prior to the date of assumption, obligations of the Paying Agent
under such agreement or (B) terminate such agreement without cause and without
payment of any penalty or termination fee; and (iii) not permit the Paying Agent
any rights or indemnification that may be satisfied out of assets of the Trust
Fund. The appointment of any Paying Agent shall not relieve the Trustee from any
of its obligations hereunder, and the Trustee shall remain responsible and
liable for all acts and omissions of any Paying Agent to the extent such Paying
Agent would have been responsible pursuant to the terms hereof. The initial
Paying Agent shall be the Trustee. Notwithstanding anything herein to the
contrary, if the Trustee is no longer the Paying Agent, any provision or
requirement herein requiring notice or any information to be provided to the
Paying Agent shall be construed to require that such notice, information or
documentation also be provided to the Trustee. If the Trustee appoints a Paying
Agent other than the Trustee, the Trustee shall promptly notify the Master
Servicer of such appointment and give to the Master Servicer the Paying Agent's
wiring instructions and notice address.

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

            (a) Intent of Parties. The parties hereto acknowledge and agree that
the purpose of this Section 8.17 is to facilitate and allow compliance by the
Depositor with the provisions of Regulation AB and related rules and regulations
of the Commission. The Depositor, the Trustee or the Master Servicer shall not
exercise its rights to request delivery of information or other performance
under these provisions other than in reasonable good faith or for purposes other
than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act or the rules and regulations of the Commission thereunder; provided,
however, in all instances the reports and certificates contemplated by Sections
3.13 and 3.14 shall be provided to the Rating Agencies as required thereunder.
The parties hereto acknowledge that interpretations of the requirements of
Regulation AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff, and agree to comply with requests made
by the Depositor, the Trustee or the Master Servicer in reasonable good faith
for delivery of information under these provisions on the basis of evolving
interpretations of Regulation AB. The Master Servicer, the Special Servicer, any
Sub-Servicer and the Trustee shall cooperate fully with the Depositor, the
Trustee or the Master Servicer, as applicable, to deliver to the Depositor, the
Trustee or the Master Servicer, as applicable (including any of their assignees
or designees), any and all statements, reports, certifications, records and any
other information necessary in the reasonable good faith determination of the
Depositor, the Trustee or the Master Servicer, as applicable, to permit the
Depositor to comply with the provisions of Regulation AB, together with such
disclosures relating to the Master Servicer, the Special Servicer, any
Additional Servicer, any Sub-Servicer, any Subcontractor and the Trustee, as
applicable, or the servicing of the Mortgage Loans, reasonably believed by the
Depositor or the Master Servicer, as applicable, to be necessary in order to
effect such compliance. The Master Servicer, the Special Servicer, the Trustee
and any Sub-Servicer shall have a reasonable period of time to comply with any
request made under this Section 8.17(a) but in any event, shall, upon reasonable
advance request, provide information in sufficient time to allow the Depositor
to satisfy any related filing requirements.

            (b) Filing Requirements. (i) The Master Servicer, the Special
Servicer and the Trustee shall reasonably cooperate with the Depositor in
connection with the satisfaction of the Trust Fund's reporting requirements
under the Exchange Act. Pursuant to Sections 8.17(i), 8.17(j) and 8.17(k) below,
the Trustee shall prepare for execution by the Depositor any Forms 8-K, 10-D and
10-K required by the Exchange Act and the rules and regulations of the
Commission thereunder, in order to permit the timely filing thereof, and the
Trustee shall file (via the Commission's Electronic Data Gathering and Retrieval
System) such Forms executed by the Depositor.

            (ii) In the event that the Trustee is unable to timely file with the
      Commission all or any required portion of any Form 8-K, 10-D or 10-K
      required to be filed by this Agreement because required disclosure
      information was either not delivered to it or delivered to it after the
      delivery deadlines set forth in this Agreement, the Trustee will promptly
      on the day such filing would be required to be made (and in any event
      prior to 1:00 p.m. New York time on such day) notify the Depositor and, to
      the extent such party failed to provide any required disclosure
      information, the Master Servicer and/or the Special Servicer, of such
      inability to make a timely filing with the Commission. In the case of Form
      10-D and 10-K, the Depositor, Master Servicer, Special Servicer and
      Trustee will cooperate to prepare and file a Form 12b-25 and a 10-D/A and
      10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act within
      the time period required under such Rule. In the case of Form 8-K, the
      Trustee will, upon receipt of all required Form 8-K Disclosure Information
      and upon the approval and direction of the Depositor, include such
      disclosure information on the next succeeding Form 10-D to be filed for
      the Trust Fund. In the event that any previously filed Form 8-K, 10-D or
      10-K needs to be amended, the Trustee will notify the Depositor and any
      other parties as needed and such parties agree to cooperate to prepare any
      necessary 8-K/A, 10-D/A or 10-K/A; provided however, the Trustee will not
      be required to notify the Depositor or any other party hereto in advance
      of amending Form 10-D where such amendment is solely for the purpose of
      re-stating the Distribution Date Statement. Any Form 15, Form 12b-25 or
      any amendment to Form 8-K, 10-D or 10-K shall be signed by the Depositor.
      The parties to this Agreement acknowledge that the timely preparation,
      arrangement for execution and filing of Form 15, a Form 12b-25 or any
      amendment to Form 8-K, 10-D or 10-K is dependent on such parties
      performing their duties under this Section. The Trustee shall have no
      liability for any loss, expense, damage, claim arising out of or with
      respect to any failure to properly prepare, arrange for execution and/or
      timely file any such Form 12b-25, Form 15 or any amendments to Forms 8-K,
      10-D or 10-K, where such failure results from the Trustee's inability or
      failure to receive, on a timely basis, any information from any other
      party hereto needed to prepare, arrange for execution or file such Form
      12b-25, Form 15 or any amendments to Forms 8-K, 10-D or 10-K, not
      resulting from its own negligence, bad faith or willful misconduct.

            (iii) With respect to each Significant Obligor, the Master Servicer
      shall use efforts consistent with the Servicing Standard (taking into
      account, in addition, the ongoing reporting obligations of the Depositor
      (as well as any depositor of a commercial mortgage securitization trust in
      which a related Pari Passu Companion Loan has been deposited) under the
      Exchange Act) to obtain the periodic financial statements of the Mortgagor
      by the delivery deadlines under the related Mortgage Loan documents. The
      Master Servicer shall forward (and, with respect to any Specially Serviced
      Mortgage Loan related to a Significant Obligor, the Special Servicer shall
      use commercially reasonable efforts to cooperate with the Master Servicer
      to forward) financial information of the related Mortgagor in form and
      substance satisfactory to comply with Item 6 of Form 10-D to the Depositor
      and any depositor and master servicer of a commercial mortgage
      securitization trust in which a related Pari Passu Companion Loan has been
      deposited and to the Trustee by updating the following columns of the CMSA
      Loan Periodic Update File: BB, BP, BT and BU (corresponding fields 54 -
      "Preceding Fiscal Year NOI", 68 - "Most Recent NOI", 72 - "Most Recent
      Financial As of Start Date" and 73 - "Most Recent Financial As of End
      Date"), as such column references and field numbers may change from time
      to time, for the Distribution Date immediately following receipt from the
      related Mortgagor (which receipt, for the avoidance of doubt, is required
      30 days following the end of each calendar quarter or 75 days following
      the end of each calendar year, as applicable, as set forth in Section
      18.30 of the related loan agreement); provided, however, that with respect
      to the Peter Cooper Village & Stuyvesant Town Loan, such information shall
      be provided to any commercial mortgage securitization trust in which a
      related Pari Passu Companion Loan has been deposited on or prior to the
      related servicer remittance date. The Master Servicer shall retain written
      evidence of each instance in which it attempts to contact the related
      Mortgagor to obtain the periodic financial statements and is unsuccessful
      and, within five Business Days prior to the date in which a Form 10-D is
      required to be filed by the Trust Fund (or any other commercial mortgage
      securitization trust in which a related Pari Passu Companion Loan has been
      deposited), shall forward an Officer's Certificate evidencing its attempts
      to obtain this information to the Trustee and the Depositor (and the
      depositor and master servicer of a commercial mortgage securitization
      trust in which a related Pari Passu Companion Loan has been deposited).
      This Officer's Certificate should be addressed to the Trustee as follows:
      Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045,
      Attention: SEC Reporting Group, or e-mailed to
      cts.sec.notification@wellsfargo.com.

            (c) The Master Servicer, the Special Servicer, any Servicing
Participant and the Trustee, as applicable, shall (i) upon written request of
the Depositor, confirm in writing within 5 Business Days of receipt of such
request that the following is true and correct, or if it is not true and correct
to provide reasonable adequate disclosure of the pertinent facts, in writing, to
the Depositor of any of the following, and (ii) as promptly as practicable
following the Master Servicer, Special Servicer or Trustee (in each case on
behalf of itself and any of its Sub-Servicers or Servicing Participants)
obtaining actual knowledge shall use commercially reasonable efforts to notify
the Depositor that any of the following is not true and correct: (A) the Master
Servicer, the Special Servicer or the Trustee, as applicable, has not been
terminated as servicer or trustee in a commercial mortgage loan securitization,
either due to a servicing default or to application of a servicing performance
test or trigger, other than as disclosed in the Prospectus Supplement; (B) no
material noncompliance with the applicable Servicing Criteria with respect to
other securitizations of commercial mortgage loans involving the Master
Servicer, the Special Servicer or the Trustee, as applicable, as servicer or
trustee has been disclosed or reported by the Master Servicer, the Special
Servicer or the Trustee, as applicable, other than as disclosed in the
Prospectus Supplement; (C) no material changes to the Master Servicer's, the
Special Servicer's or the Trustee's, as applicable, policies or procedures with
respect to the servicing function or trustee function it will perform under this
Agreement for commercial mortgage loans of a type similar to the Mortgage Loans
have occurred during the three-year period immediately preceding the Closing
Date, other than as disclosed in the Prospectus Supplement; (D) there is no
material risk that any aspects of the Master Servicer's, the Special Servicer's
or the Trustee's, as applicable, financial condition could have a material
impact on the performance of the Mortgage Loans or the Certificates, other than
as disclosed in the Prospectus Supplement; (E) there are no legal or
governmental proceedings pending (or known to be contemplated) against the
Master Servicer, the Special Servicer, the Trustee or any Sub-Servicer, as
applicable, that would be material to Certificateholders other than as disclosed
in the Prospectus Supplement; and (F) there are no affiliations, relationships
or transactions relating to the Master Servicer, the Special Servicer, the
Trustee or any Sub-Servicer, as applicable, with respect to the issuance of the
Certificates and any party thereto identified by the Depositor of a type
described in Item 1119 of Regulation AB other than as disclosed in the
Prospectus Supplement.

            (d) Pursuant to the LB-UBS 2007-C1 Pooling and Servicing Agreement,
the Trustee shall cooperate with the LB-UBS 2007-C1 Master Servicer and the
LB-UBS 2007-C1 Special Servicer in establishing the time periods for preparation
of the Form 10-D reports for the documentation of the requirements of Regulation
AB with respect to the State Street Financial Center Loan (until January 30 of
the first year in which the Trustee files a Form 15 Suspension Notice with
respect to the Trust Fund). On or before the Closing Date, the Trustee shall
contact the LB-UBS 2007-C1 Special Servicer to establish such time periods for
preparation of the Form 10-D. The Depositor shall cooperate with the Trustee and
take part in any telephone conferences or other forms of reasonable
communication with the LB-UBS 2007-C1 Master Servicer and the LB-UBS 2007-C1
Special Servicer, as applicable, to establish such time periods for preparation
of the Form 10-D.

            (e) [Reserved].

            (f) [Reserved].

            (g) Succession; Subcontractors. As a condition to the succession to
the Master Servicer, Special Servicer or any Servicing Participant as servicer
or Sub-Servicer under this Agreement or any Sub-Servicing Agreement by any
Person (i) into which the Master Servicer and Special Servicer or such Servicing
Participant may be merged or consolidated, or (ii) which may be appointed as a
successor to the Master Servicer, Special Servicer or any Servicing Participant,
the Master Servicer or Special Servicer, as applicable, shall provide to the
Depositor, at least 15 calendar days prior to the effective date of such
succession or appointment, (x) written notice to the Depositor of such
succession or appointment and (y) in writing and in form and substance
reasonably satisfactory to the Depositor, all information necessary to comply
with the reporting requirements of Section 8.17(j) hereof.

            (h) [Reserved].

            (i) The Form 10-D requires the registrant to indicate (by checking
"yes" or "no") that it "(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days." The
Depositor shall notify the Trustee in writing, no later than the fifth calendar
day after the related Distribution Date with respect to the filing of a report
on Form 10-D if the answer to the questions should be "no." The Trustee shall be
entitled to rely on such representations in preparing, executing and/or filing
any such report. Within 15 days after each Distribution Date (subject to
permitted extensions under the Exchange Act), the Trustee shall prepare and file
on behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form
and substance as required by the Exchange Act. The Trustee shall file each Form
10-D with a copy of the related Distribution Date Statement attached thereto.
Any necessary disclosure in addition to the Distribution Date Statement that is
required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall,
pursuant to the paragraph immediately below, be reported by the parties set
forth on Exhibit U to the Depositor and the Trustee and approved by the
Depositor, and the Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-D Disclosure absent
such reporting, direction and approval or as set forth in the next paragraph.

            For so long as the Trust Fund is subject to the reporting
requirements of the Exchange Act, within 5 calendar days after the related
Distribution Date, (i) the parties listed on Exhibit U hereto shall be required
to provide to the Trustee and the Depositor, to the extent a responsible officer
has actual knowledge thereof, in EDGAR-compatible format, or in such other
format as otherwise agreed upon by the Trustee and the Depositor and such party,
the form and substance of the Additional Form 10-D Disclosure described on
Exhibit U applicable to such party, (ii) the parties listed on Exhibit U hereto
shall include with such Additional Form 10-D Disclosure, an Additional
Disclosure Notification in the form attached hereto as Exhibit V and (iii) the
Depositor shall approve, as to form and substance, or disapprove, as the case
may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The
Trustee has no duty under this Agreement to monitor or enforce the performance
by the parties listed on Exhibit U of their duties under this paragraph or
proactively solicit or procure from such parties any Additional Form 10-D
Disclosure information. The Depositor will be responsible for any reasonable
fees assessed and any expenses incurred by the Trustee in connection with
including any Additional Form 10-D Disclosure on Form 10-D pursuant to this
paragraph.

            After preparing the Form 10-D, the Trustee shall forward
electronically a draft copy of the Form 10-D to the Depositor for review and
execution. Within two Business Days after receipt of such copy, but no later
than the 12th calendar day after the Distribution Date, the Depositor shall
notify the Trustee in writing (which may be furnished electronically) of any
changes to or approval of such Form 10-D, and a duly authorized representative
of the Depositor shall sign the Form 10-D and return an electronic or fax copy
of such signed Form 10-D (with an original executed hard copy to follow by
overnight mail) to the Trustee. If a Form 10-D cannot be filed on time or if a
previously filed Form 10-D needs to be amended, the Trustee will follow the
procedures set forth in Section 8.17(b)(ii). Promptly (but no later than 1
Business Day) after filing with the Commission, the Trustee will make available
on its internet website a final executed copy of each Form 10-D prepared and
filed by the Trustee. The signing party at the Depositor can be contacted at
Wachovia Commercial Mortgage Securities, Inc., 301 South College Street,
Charlotte, North Carolina 28288, Attention: Charles Culbreth, Managing Director,
Elizabeth Stinson, Vice President, H. Royer Culp, Jr., Vice President, Lars
Carlsten, Esq., Senior Vice President and Assistant General Counsel. The parties
to this Agreement acknowledge that the timely preparation, arrangement for
execution and filing of Form 10-D is dependent on such parties strictly
observing all applicable deadlines in the performance of their duties under this
Section 8.17(i). The Trustee shall have no liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare,
arrange for execution and/or timely file such Form 10-D, where such failure
results from the Trustee's inability or failure to receive, on a timely basis,
any information from any other party hereto needed to prepare, arrange for
execution or file such Form 10-D, not resulting from its own negligence, bad
faith or willful misconduct.

            With respect to each Significant Obligor, Item 6 of Form 10-D
provides for the inclusion of certain updated financial information set forth in
Item 1112(b) of Regulation AB on each Form 10-D to be filed by the Trust Fund
with respect to a Distribution Date immediately following the date in which each
quarterly financial statement of the related Significant Obligor is required to
be delivered to the related lender under the related Mortgage Loan documents. In
the event that the Trustee does not receive financial information of the related
Mortgagor in form and substance satisfactory to comply with item 6 of Form 10-D
of the Significant Obligor from the Master Servicer or the Special Servicer, as
applicable, for the Distribution Date immediately following receipt from the
related Mortgagor (which delivery, for the avoidance of doubt, is required 30
days following the end of each calendar quarter or 75 days following the end of
each calendar year, as applicable, as set forth in Section 18.30 of the related
loan agreement), the Trustee shall notify the Depositor and the Master Servicer
or the Special Servicer, as applicable, that it has not received such
information. If the Trustee has not received financial information of the
related Mortgagor in form and substance satisfactory to comply with Item 6 of
Form 10-D for any Form 10-D in which it is required to include the information
required under Item 1112(b) of Regulation AB, it shall include the following
statement with respect to Item 6 on the related Form 10-D: "The information
required for this Item 6 rests with a person or entity which is not affiliated
with the registrant. Oral and written requests have been made on behalf of the
registrant, to the extent required under the related pooling and servicing
agreement, to obtain the information required for this Item 6, and the
registrant has been unable to obtain such information to include on this Form
10-D by the related filing deadline. The information is therefore being omitted
herefrom in reliance on Rule 12b-21 of the Securities Exchange Act of 1934, as
amended." Upon receipt of the updated net operating income information, the
applicable Master Servicer shall update the following columns of the CMSA Loan
Periodic Update File for the applicable Distribution Date; BB, BP, BT and BU
(corresponding fields 54--"Preceding Fiscal Year NOI", 68--"Most Recent NOI",
72--"Most Recent Financial As of Start Date" and 73--"Most Recent Financial As
of End Date"), as such column references and field numbers may change from time
to time.

            (j) Form 8-K Filings. Within four (4) Business Days after the
occurrence of an event requiring disclosure on Form 8-K (each such event, a
"Reportable Event"), and if requested by the Depositor, the Trustee shall
prepare and file on behalf of the Trust Fund any Form 8-K, as required by the
Exchange Act; provided that the Depositor shall file the initial Form 8-K in
connection with the issuance of the Certificates. Any disclosure or information
related to a Reportable Event or that is otherwise required to be included on
Form 8-K (other than the initial Form 8-K) ("Form 8-K Disclosure Information")
shall be determined and prepared by or at the direction of the Depositor
pursuant to the paragraph immediately below, be reported by the parties set
forth on Exhibit X to the Depositor and the Trustee and approved by the
Depositor, and the Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Form 8-K Disclosure Information absent
such reporting, direction and approval or as set forth in the next paragraph.
The Trustee has no duty under this Agreement to enforce the performance by the
parties listed on Exhibit X of their duties under this paragraph or proactively
solicit or procure from such parties any Form 8-K Disclosure Information.

            For so long as the Trust Fund is subject to the reporting
requirements of the Exchange Act, no later than Noon (Eastern Time) on the
second Business Day after the occurrence of a Reportable Event (i) the parties
listed on Exhibit X hereto shall be required to provide to the Trustee and the
Depositor, to the extent a responsible officer has actual knowledge thereof, in
EDGAR-compatible format, or in such other format as otherwise agreed upon by the
Trustee and the Depositor and such party, the form and substance of the Form 8-K
Disclosure Information described on Exhibit X applicable to such party, (ii) the
parties listed on Exhibit X hereto shall include with such Additional Form 8-K
Disclosure, an Additional Disclosure Notification in the form attached hereto as
Exhibit V, and (iii) the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information on Form 8-K; provided that to the extent possible, the Trustee shall
take commercially reasonable efforts to meet the filing requirements set forth
herein notwithstanding the failure of any other party to comply with its
delivery requirements in a timely fashion. The Depositor will be responsible for
any reasonable fees assessed and any expenses incurred by the Trustee in
connection with including any Form 8-K Disclosure Information on Form 8-K
pursuant to this paragraph.

            After preparing the Form 8-K, the Trustee shall forward, no later
than noon (Eastern Time) on the third Business Day after the Reportable Event
(but in no event earlier than 24 hours after having received the Form 8-K
Disclosure Information pursuant to the immediately preceding paragraph),
electronically a copy of the Form 8-K to the Depositor for review. Promptly, but
no later than the close of business on the third Business Day after the
Reportable Event, the Depositor shall notify the Trustee in writing (which may
be furnished electronically) of any changes to or approval of such Form 8-K. No
later than Noon (Eastern Time) on the 4th Business Day after the Reportable
Event, a duly authorized representative of the Depositor shall sign the Form 8-K
and return an electronic or fax copy of such signed Form 8-K (with an original
executed hard copy to follow by overnight mail) to the Trustee. The Trustee
shall file the Form 8-K no later than 5:30 p.m. on the fourth Business Day;
otherwise, if a Form 8-K cannot be filed on time or if a previously filed Form
8-K needs to be amended, the Trustee will follow the procedures set forth in
Section 8.17(b)(ii). Promptly (but no later than 1 Business Day) after filing
with the Commission, the Trustee will make available on its internet website a
final executed copy of each Form 8-K prepared and filed by the Trustee. The
signing party at the Depositor can be contacted at Wachovia Commercial Mortgage
Securities, Inc., 301 South College Street, Charlotte, North Carolina 28288,
Attention: Managing Director. The parties to this Agreement acknowledge that the
timely preparation, arrangement for execution and filing of Form 8-K is
dependent on such parties strictly observing all applicable deadlines in the
performance of their duties under this Section 8.17(j). The Trustee shall have
no liability for any loss, expense, damage, claim arising out of or with respect
to any failure to properly prepare, arrange for execution and/or timely file
such Form 8-K, where such failure results from the Trustee's inability or
failure to receive, on a timely basis, any information from any other party
hereto needed to prepare, arrange for execution or file such Form 8-K, not
resulting from its own negligence, bad faith or willful misconduct.

            Notwithstanding the timeframe set forth in the second previous
paragraph, the Master Servicer, the Special Servicer and the Trustee shall use
reasonable efforts to promptly notify (and the Master Servicer and the Special
Servicer shall use reasonable efforts to cause each Sub-Servicer and each
Servicing Participant with which, in each case, it has entered into a
relationship with respect to the Mortgage Loans (other than a party to this
Agreement) to promptly notify) the Depositor and the Trustee, on the first
Business Day after its occurrence, of any Reportable Event of which it has
actual knowledge.

            (k) Form 10-K Filings. (i) Form 10-K requires the registrant to
indicate (by checking "yes" or "no") that it "(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days." The Depositor shall notify the Trustee in writing, no later than March
15th of any year in which a Form 10-K will be filed in respect of the Trust Fund
if the answer to the questions should be "no." The Trustee shall be entitled to
rely on such representations in preparing, executing and/or filing any such
report. Within 90 days after the end of each fiscal year of the Trust Fund or
such earlier date as may be required by the Exchange Act (the "10-K Filing
Deadline") (it being understood that the fiscal year for the Trust Fund ends on
December 31st of each year), commencing in March 2008, the Trustee shall prepare
and file on behalf of the Trust Fund a Form 10-K, in form and substance as
required by the Exchange Act. Each such Form 10-K shall include the following
items, in each case to the extent they have been delivered to the Trustee within
the applicable time frames set forth in this Agreement:

            (ii) an annual compliance statement for the Master Servicer, the
      Special Servicer and each Additional Servicer engaged by the Master
      Servicer, the Special Servicer or the Trustee, as applicable as described
      under Section 3.13(b);

            (iii) (A) the annual reports on assessment of compliance with
      Relevant Servicing Criteria for the Master Servicer, the Special Servicer,
      each Additional Servicer, each Sub-Servicer and the Trustee, and any
      Servicing Participant engaged by such parties, as described under Section
      3.13(a), and (B) if any such report on assessment of compliance with
      Relevant Servicing Criteria described under Section 3.13(a) identifies any
      material instance of noncompliance, disclosure identifying such instance
      of noncompliance, or if such report on assessment of compliance with
      Relevant Servicing Criteria described under Section 3.13(a) is not
      included as an exhibit to such Form 10-K, disclosure that such report is
      not included and an explanation why such report is not included;

            (iv) (A) the registered public accounting firm attestation report
      for the Master Servicer, the Special Servicer, each Additional Servicer,
      the Trustee, each Sub-Servicer engaged by the Master Servicer or Special
      Servicer and any Servicing Participant engaged by such parties, as
      described under Section 3.14, and (B) if any registered public accounting
      firm attestation report described under Section 3.14 identifies any
      material instance of noncompliance, disclosure identifying such instance
      of noncompliance, or if any such registered public accounting firm
      attestation report is not included as an exhibit to such Form 10-K,
      disclosure that such report is not included and an explanation why such
      report is not included; and

            (v) a certification in the form attached hereto as Exhibit O, with
      such changes as may be necessary or appropriate as a result of changes
      promulgated by the Commission (the "Sarbanes-Oxley Certification"), which
      shall, except as described below, be signed by the senior officer of the
      Depositor in charge of securitization.

            Any disclosure or information in addition to (ii) through (v) above
that is required to be included on Form 10-K ("Additional Form 10-K Disclosure")
shall, pursuant to the paragraph immediately below, be reported by the parties
set forth on Exhibit W to the Depositor and the Trustee and approved by the
Depositor, and the Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-K Disclosure absent
such reporting, direction and approval or as set forth in the next paragraph.

            With respect to each Significant Obligor, the Master Servicer shall
use efforts consistent with the Servicing Standard (taking into account, in
addition, the ongoing reporting obligations of the Depositor (as well as any
depositor of a commercial mortgage securitization trust in which a related Pari
Passu Companion Loan has been deposited) under the Exchange Act) to obtain the
annual financial statements of the Mortgagor by the delivery deadlines under the
related Mortgage Loan documents. The Master Servicer shall forward (and, with
respect to any Specially Serviced Mortgage Loan related to a Significant
Obligor, the Special Servicer shall use commercially reasonable efforts to
cooperate with the Master Servicer to forward) financial information of the
related Mortgagor in form and substance satisfactory to comply with Item 1112(b)
of Form 10-K to the Trustee, the Depositor, any depositor and master servicer of
a commercial mortgage securitization trust in which a related Pari Passu
Companion Loan has been deposited and to the Trustee by updating the following
columns of the CMSA Loan Periodic Update File: BB, BP, BT and BU (corresponding
fields 54 - "Preceding Fiscal Year NOI", 68 - "Most Recent NOI", 72 - "Most
Recent Financial As of Start Date" and 73 - "Most Recent Financial As of End
Date"), as such column references and field numbers may change from time to
time, for the Distribution Date immediately following receipt from the related
Mortgagor. The master servicer shall retain written evidence of each instance in
which it attempts to contact the related Mortgagor to obtain such information
and is unsuccessful and, within five (5) Business Days prior to the date in
which a Form 10-K is required to be filed by the Trust Fund (or any other
commercial mortgage securitization trust in which a related Pari Passu Companion
Loan has been deposited), shall forward an Officer's Certificate evidencing its
attempts to obtain this information to the Trustee and the Depositor (and the
depositor and Master Servicer of a commercial mortgage securitization trust in
which a related Pari Passu Companion Loan has been deposited). This Officer's
Certificate should be addressed to the Trustee as follows: Wells Fargo Bank,
N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: SEC
Reporting Group, or e-mailed to cts.sec.notification@wellsfargo.com.

            For so long as the Trust Fund is subject to the reporting
requirements of the Exchange Act, no later than March 15 (with no cure period),
commencing in March 2008, or April 15 of each year in which the Trust Fund is
not required to file a Form 10-K (i) the parties listed on Exhibit W hereto
shall be required to provide to the Trustee and the Depositor, to the extent a
responsible officer has actual knowledge thereof, in EDGAR-compatible format, or
in such other format as otherwise agreed upon by the Trustee and the Depositor
and such party, the form and substance of the Additional Form 10-K Disclosure
described on Exhibit W applicable to such party, (ii) the parties listed on
Exhibit W hereto shall include with such Additional Form 10-K Disclosure, an
Additional Disclosure Notification in the form attached hereto as Exhibit V, and
(iii) the Depositor will approve, as to form and substance, or disapprove, as
the case may be, the inclusion of the Additional Form 10-K Disclosure on Form
10-K. The Trustee has no duty under this Agreement to enforce the performance by
the parties listed on Exhibit W of their duties under this paragraph or
proactively solicit or procure from such parties any Additional Form 10-K
Disclosure information. The Depositor will be responsible for any reasonable
fees assessed and any expenses incurred by the Trustee in connection with
including any Additional Form 10-K Disclosure on Form 10-K pursuant to this
paragraph.

            After preparing the Form 10-K, the Trustee shall forward
electronically a copy of the Form 10-K to the Depositor for review no later than
March 23rd of each year in which the Trust Fund is required to file a Form 10-K.
Within 3 Business Days after receipt of such copy, but no later than March 25th,
the Depositor shall notify the Trustee in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K. No later than
end of business Eastern Time on the fourth Business Day prior to the 10-K Filing
Deadline, a senior officer of the Depositor in charge of securitization shall
sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K
(with an original executed hard copy to follow by overnight mail) to the
Trustee. If a Form 10-K cannot be filed on time or if a previously filed Form
10-K needs to be amended, the Trustee will follow the procedures set forth in
Section 8.17(b)(ii). Promptly (but no later than 1 Business Day) after filing
with the Commission, the Trustee will make available on its internet website a
final executed copy of each Form 10-K prepared and filed by the Trustee. The
signing party at the Depositor can be contacted at Wachovia Commercial Mortgage
Securities, Inc., 301 South College Street, Charlotte, North Carolina 28288,
Attention: Charles Culbreth, Managing Director, Elizabeth Stinson, Vice
President, H. Royer Culp, Jr., Vice President, Lars Carlsten, Esq., Senior Vice
President and Assistant General Counsel. The parties to this Agreement
acknowledge that the timely preparation, arrangement for execution and filing of
Form 10-K is dependent on such parties (and any Additional Servicer or Servicing
Participant) observing all applicable deadlines in the performance of their
duties under this Section 8.17(k), Section 3.13 and Section 3.14. The Trustee
shall have no liability for any loss, expense, damage, claim arising out of or
with respect to any failure to properly prepare, arrange for execution and/or
timely file such Form 10-K, where such failure results from the Trustee's
inability or failure to receive, on a timely basis, any information from any
other party hereto needed to prepare, arrange for execution or file such Form
10-K, not resulting from its own negligence, bad faith or willful misconduct.

            With respect to each Significant Obligor, Item 1112(b) of Form 10-K
provides for the inclusion of certain updated financial information set forth in
Item 1112(b) of Regulation AB on each Form 10-K to be filed by the Trust Fund.
In the event that the Trustee does not receive financial information of the
related Mortgagor in form and substance satisfactory to comply with Item 1112(b)
of Form 10-K for the Significant Obligor from the Master Servicer or the Special
Servicer, as applicable, updating the following columns of the CMSA Loan
Periodic Update File: BB, BP, BT and BU (corresponding fields 54 - "Preceding
Fiscal Year NOI", 68 - "Most Recent NOI", 72 - "Most Recent Financial As of
Start Date" and 73 - "Most Recent Financial As of End Date"), as such column
references and field numbers may change from time to time, for the Distribution
Date immediately following receipt from the related Mortgagor (which receipt,
for the avoidance of doubt, is required 30 days following the end of each
calendar quarter or 75 days following the end of each calendar year, as
applicable, as set forth in Section 18.30 of the related loan agreement), the
Trustee shall notify the Depositor and the Master Servicer or the Special
Servicer, as applicable, that it has not received such information. If the
Trustee has not received financial information of the related Mortgagor in form
and substance satisfactory to comply with Item 1112(b) of Form 10-K for any Form
10-K in which it is required to include the information required under Item
1112(b) of Regulation AB, it shall include the following statement with respect
to Item 1112(b) on the related Form 10-K: "The information required for this
Item 6 rests with a person or entity which is not affiliated with the
registrant. Oral and written requests have been made on behalf of the
registrant, to the extent required under the related pooling and servicing
agreement, to obtain the information required for this Item 1112(b), and the
registrant has been unable to obtain such information to include on this Form
10-K by the related filing deadline. The information is therefore being omitted
herefrom in reliance on Rule 12b-21 of the Securities Exchange Act of 1934, as
amended."

            In the event the Master Servicer, the Special Servicer or the
Trustee is terminated or resigns pursuant to the terms of this Agreement, such
party shall provide, and each such party shall cause any Servicing Participant
engaged by it to provide, and the Master Servicer shall use its reasonable
efforts to cause any Additional Servicer to provide, a Back-Up Certification to
the Certifying Person pursuant to this Section 8.17(k) with respect to the
period of time that the Master Servicer, the Special Servicer or the Trustee was
subject to this Agreement.

            Each of the parties acknowledges and agrees that one of the purposes
of this Agreement is to facilitate compliance by the Depositor with the
provisions of Regulation AB. Therefore, each of the parties agrees that (a) the
obligations of the parties hereunder shall be interpreted in such a manner as to
accomplish that purpose, (b) the parties' obligations hereunder will be
supplemented and modified as necessary to be consistent with any such
amendments, interpretive advice or guidance, convention or consensus among
active participants in the asset-backed securities markets, advice of counsel,
or otherwise in respect of the requirements of Regulation AB, (c) the parties
shall comply with requests made by the Depositor for delivery of additional or
different information as the Trustee or the Depositor may determine in good
faith is necessary to comply with the provisions of Regulation AB, and (d) no
amendment of this Agreement shall be required to effect any such changes in the
parties' obligations as are necessary to accommodate evolving interpretations of
the provisions of Regulation AB.

            (l) Indemnification. (i) The Trustee shall indemnify and hold
harmless the Depositor, the Master Servicer, the Special Servicer and any
Servicing Participant and each of their respective officers, directors and
Affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other costs
and expenses arising out of or based upon a breach of the Trustee's obligations
under Sections 3.13, 3.14 or 8.17, and (ii) the Master Servicer, Special
Servicer and any Servicing Participant shall each severally and not jointly
indemnify and hold harmless the Depositor, the Trustee and, in the case of each
of the Master Servicer, the Special Servicer and any Servicing Participant, each
of the other such parties, and all their respective officers, directors and
Affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other costs
and expenses arising out of or based upon a breach (following the expiration of
any applicable notice, grace and cure periods) of the Master Servicer's, Special
Servicer's or Servicing Participant's obligations, as the case may be, under
Sections 3.13, 3.14 or 8.17. If the indemnification provided for herein is
unavailable or insufficient to hold harmless any party receiving the benefit of
such indemnification (an "Indemnified Party"), then (i) the Trustee agrees that
it shall contribute to the amount paid or payable to the Indemnified Party as a
result of the losses, claims, damages or liabilities of such party in such
proportion as is appropriate to reflect the relative fault of the Indemnified
Party on the one hand and the Trustee on the other in connection with a breach
(following the expiration of any applicable grace periods) of the Trustee's
obligations under Sections 3.13, 3.14 or 8.17, (ii) the Master Servicer agrees
that it shall contribute to the amount paid or payable to the Indemnified Party
as a result of the losses, claims, damages or liabilities of the Indemnified
Party in such proportion as is appropriate to reflect the relative fault of the
Indemnified Party on the one hand and the Master Servicer on the other in
connection with a breach (following the expiration of any applicable grace
periods) of the Master Servicer's obligations under Sections 3.13, 3.14 or 8.17,
(iii) the Special Servicer agrees that it shall contribute to the amount paid or
payable by the Indemnified Party as a result of the losses, claims, damages or
liabilities of the Indemnified Party in such proportion as is appropriate to
reflect the relative fault of the Indemnified Party on the one hand and the
Special Servicer on the other in connection with a breach (following the
expiration of any applicable grace periods) of the Special Servicer's
obligations under Sections 3.13, 3.14 or 8.17, and (iv) the Master Servicer, the
Special Servicer or the Trustee, as applicable, shall use its best efforts to
cause any Servicing Participant engaged by it to contribute to the amount paid
or payable by the Indemnified Party as a result of the losses, claims, damages
or liabilities of the Indemnified Party in such proportion as is appropriate to
reflect the relative fault of the Indemnified Party on the one hand and such
Servicing Participant on the other in connection with a breach (following the
expiration of any applicable grace periods) of such Servicing Participant's
obligations under Sections 3.13, 3.14 or 8.17. Notwithstanding the foregoing,
none of the Trustee, the Master Servicer, the Special Servicer or any Servicing
Participant shall be deemed to not be in compliance under this Agreement for
purposes of this Section 8.17(l), for failing to deliver any item required under
Section 8.17 by the time required hereunder with respect to any reporting period
for which the Trust Fund is not required to file Exchange Act reports (which
reporting periods will include any occurring after the Trustee files the Form 15
Suspension Notification relating to the automatic suspension of reporting in
respect of the Trust Fund under the Exchange Act).

            (m) Form 15 Filing. On or prior to January 30 of the first year in
which the Trustee is able to do so under applicable law, the Trustee shall
prepare and file a Form 15 Suspension Notification relating to the automatic
suspension of reporting in respect of the Trust Fund under the Exchange Act. If
at the beginning of any fiscal year for the Trust Fund after the filing of a
Form 15 Suspension Notification, the number of holders of record of the
Certificates exceeds the number set forth in Section 15(d) of the Exchange Act
or the regulations promulgated pursuant thereto which would cause the Trust Fund
to again become subject to the reporting requirements of the Exchange Act, the
Trustee shall recommence preparing and filing reports on Forms 10-K, 10-D and
8-K as required pursuant to this Section 8.17 and each of the Master Servicer,
the Special Servicer and the Trustee and any other Person specified herein shall
again be subject to the delivery and notice requirements set forth herein
regarding the Depositor's compliance with Exchange Act reporting requirements;
provided that if the Trustee re-commences the preparing and filing of Exchange
Act reports, it may, as soon as permitted by the Exchange Act, file another Form
15 Suspension Notification.

            (n) Sarbanes-Oxley Certification. Each Form 10-K shall include a
Sarbanes-Oxley Certification in the form attached as Exhibit O required to be
included therewith pursuant to the Sarbanes-Oxley Act. The Trustee shall provide
to the Person who signs the Sarbanes-Oxley Certification (the "Certifying
Person") a certification (in the form attached hereto as Exhibit P) for the
benefit of the Depositor and its officers, directors and Affiliates (provided,
however, the Trustee shall not undertake an analysis of the accountant's report
attached as an exhibit to the Form 10-K). The Master Servicer and the Special
Servicer shall, and the Master Servicer and the Special Servicer shall cause
each Servicing Participant with which it has entered into a servicing
relationship with respect to the Mortgage Loans to, provide to the Certifying
Person a certification in the form attached hereto as Exhibit Q-1 and Exhibit
Q-2, as applicable, on which the Certifying Person, the entity for which the
Certifying Person acts as an officer (if the Certifying Person is an
individual), and such entity's officers, directors and Affiliates (collectively
with the Certifying Person, "Certification Parties") can reasonably rely. In
addition, in the event that the Peter Cooper Village & Stuyvesant Town Future
Pari Passu Companion Loan, if advanced, is deposited into a commercial mortgage
securitization, the Reporting Party shall provide to the Person who signs the
Sarbanes-Oxley Certification with respect to the other related securitization, a
Performance Certification (which shall address the matters contained in the
Performance Certification, but solely with respect to the Pari Passu Companion
Loan) on which such Person, the entity for which the Person acts as an officer
(if the Person is an individual), and such entity's officers, directors and
Affiliates can reasonably rely. The senior officer in charge of the Depositor
shall serve as the Certifying Person on behalf of the Trust Fund. In addition,
each Reporting Party shall execute a reasonable reliance certificate to enable
the Certification Parties to rely upon each (i) annual compliance statement
provided pursuant to Section 3.13(a), (ii) annual report on assessment of
compliance with servicing criteria provided pursuant to Section 3.13(b) and
(iii) accountant's report provided pursuant to Section 3.14, and shall include a
certification that each such annual compliance statement or report discloses any
material instances of non-compliance described to the registered public
accountants of such Reporting Party to enable such accountants to render the
certificates provided for in Section 3.14. In the event any Reporting Party is
terminated or resigns pursuant to the terms of this Agreement, or any applicable
Sub-Servicing Agreement or primary servicing agreement, as the case may be, such
Reporting Party shall provide a certification to the Certifying Person pursuant
to this Section 8.17(n) with respect to the period of time it was subject to
this Agreement or the applicable Sub-Servicing Agreement or primary servicing
agreement, as the case may be.

            With respect to any notice required to be delivered by the Trustee
to the Depositor pursuant to this Section 8.17, the Trustee may deliver such
notice, notwithstanding any contrary provision in Section 11.05, via facsimile
to (704) 715-0066, via email to charles.culbreth@wachovia.com and
royer.culp@wachovia.com or via telephone by calling (704) 383-7721. With respect
to any notice required to be delivered by the Trustee to the Special Servicer
pursuant to this Section 8.17, the Trustee may deliver such notice,
notwithstanding any contrary provision in Section 11.05, via facsimile to
CWCapital Asset Management LLC at (202) 466-1834, via email to
diannarone@cwcapital.com and kolin@cwcapital.com or via telephone by calling
(202) 331-2434.

            (o) If the Peter Cooper Village & Stuyvesant Town Future Pari Passu
Companion Loan, if advanced, is then included in a securitization, the Master
Servicer and the Special Servicer shall reasonably cooperate with the trustee,
depositor, master servicer and special servicer with respect to such
securitization in connection with the reporting requirements under the Exchange
Act and shall provide such certifications (including without limitation back-up
certificates relating to the requirements of the Sarbanes-Oxley Act) as
reasonably requested; provided that no such cooperation shall materially
increase the obligations of the Master Servicer and/or the Special Servicer
under this Agreement; provided, further, to the extent the Master Servicer or
the Special Servicer deliver certifications in substantially the same form as
the certifications required to be delivered under this Agreement, such party
shall be deemed to be in compliance with the provisions of this Section 8.17(o).

            (p) Amendments. Sections 3.13, 3.14 and 8.17 may be amended by the
written consent of the parties hereto pursuant to Section 11.01 for purposes of
complying with Regulation AB and/or to conform to standards developed within the
commercial mortgage-backed securities market and the Sarbanes-Oxley Act or for
purposes of designating the Certifying Person without any Opinions of Counsel,
Officer's Certificates, Rating Agency confirmations or the consent of any
Certificateholder, notwithstanding anything to the contrary contained in this
Agreement; provided that the reports and certificates required to be prepared
pursuant to Sections 3.13 and 3.14 shall not be eliminated.

            Section 8.18. Maintenance of Mortgage File.

            Except for the release of items in the Mortgage File contemplated by
this Agreement, including, without limitation, as necessary for the enforcement
of the holder's rights and remedies under the related Mortgage Loan, the Trustee
covenants and agrees that it shall maintain each Mortgage File in the State of
Minnesota, and that it shall not move any Mortgage File outside the State of
Minnesota, other than as specifically provided for in this Agreement, unless it
shall first obtain and provide, at the expense of the Trustee, an Opinion of
Counsel to the Depositor and the Rating Agencies to the effect that the
Trustee's first priority interest in the Mortgage Notes has been duly and fully
perfected under the applicable laws and regulations of such other jurisdiction.

                                   ARTICLE IX

                                   TERMINATION

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

            Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicer, the Special Servicer and the Trustee (other than the
obligations of the Trustee on behalf of the Trust Fund 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, the REO Loan related to the LB-UBS
2007-C1 Serviced Mortgage Loan, if any, and each REO Property remaining in REMIC
I at a price equal to (1) the aggregate Purchase Price of all the Mortgage Loans
included in REMIC I, plus (2) the appraised value of the Trust Fund's interest
in each REO Property (other than the Trust Fund's beneficial interest in any REO
Property related to the LB-UBS 2007-C1 Serviced Mortgage Loan), if any, included
in REMIC I, such appraisal to be conducted by an Independent Appraiser selected
by the Master Servicer and approved by the Trustee plus (3) with respect to any
REO Property related to the LB-UBS 2007-C1 Serviced Mortgage Loan, the appraised
value of such REO Property (based on an appraisal conducted in accordance with
the LB-UBS 2007-C1 Pooling and Servicing Agreement of the Mortgaged Property
owned by the LB-UBS 2007-C1 Trustee on behalf of the owners thereof), based on
the outstanding principal balances of the notes constituting the State Street
Financial CenterWhole Loan, minus (4) if the purchaser is the Master Servicer,
the aggregate amount of unreimbursed Advances made by the Master Servicer,
together with any interest accrued and payable to the Master Servicer in respect
of unreimbursed Advances in accordance with Sections 3.03(d) and 4.03(d) and any
unpaid Master Servicing Fees remaining outstanding (which items shall be deemed
to have been paid or reimbursed to the Master Servicer in connection with such
purchase), and (B) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I,
and (ii) to the Trustee, the Master Servicer, the Special Servicer and the
officers, directors, employees and agents of each of them of all amounts which
may have become due and owing to any of them hereunder; provided, however, 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.

            Subject in each case to the terms of the related Intercreditor
Agreement, the obligations and responsibilities under this Agreement of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, and the
Companion Paying Agent shall terminate with respect to any Companion Loan to the
extent (i) its related Co-Lender Loan has been paid in full or is no longer part
of the Trust Fund and (ii) no amounts payable by the related Companion Holder to
or for the benefit of the Trust Fund or any party hereto in accordance with the
related Intercreditor Agreement remain due and owing.

            The Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholder may at its option elect to purchase all of the
Mortgage Loans and the Trust Fund's interest in each REO Property remaining in
REMIC I as contemplated by clause (i) of the preceding paragraph by giving
written notice to the other parties hereto no later than 60 days prior to the
anticipated date of purchase; provided, however, (i) the aggregate Stated
Principal Balance of the Mortgage Pool at the time of such election is less than
1.0% of the aggregate Cut-Off Date Balances of the Mortgage Loans, and (ii) the
Master Servicer shall not have the right to effect such a purchase if, within 30
days following the Master Servicer's delivery of a notice of election pursuant
to this paragraph, the Special Servicer or the Majority Subordinate
Certificateholder shall give notice of its election to purchase all of the
Mortgage Loans and each REO Property remaining in REMIC I and shall thereafter
effect such purchase in accordance with the terms hereof. The Master Servicer or
the Special Servicer shall not have the right to effect such a purchase if,
within 30 days following the Master Servicer's or the Special Servicer's
delivery of a notice of election pursuant to this paragraph, the Majority
Subordinate Certificateholder shall give notice of its election to purchase all
of the Mortgage Loans and the Trust Fund's interest in each REO Property
remaining in REMIC I and shall thereafter effect such purchase in accordance
with the terms hereof. If the Trust Fund is to be terminated in connection with
the Master Servicer's, the Special Servicer's or the Majority Subordinate
Certificateholder's purchase of all of the Mortgage Loans and the Trust Fund's
interest in each REO Property remaining in REMIC I, the Master Servicer, the
Special Servicer or the Majority Subordinate Certificateholder, as applicable,
shall deliver to the Paying Agent for deposit in the Distribution Account not
later than the P&I Advance Date relating to the Distribution Date on which the
final distribution on the Certificates is to occur an amount in immediately
available funds equal to the above-described purchase price. In addition, the
Master Servicer shall transfer to the Distribution Account all amounts required
to be transferred thereto on such P&I Advance Date from the Certificate Account
pursuant to the first paragraph of Section 3.04(b), together with any other
amounts on deposit in the Certificate Account that would otherwise be held for
future distribution. Upon confirmation that such final deposit has been made,
the Trustee shall release or cause to be released to the Master Servicer, the
Special Servicer, the Majority Subordinate Certificateholder, as applicable, the
Mortgage Files for the remaining Mortgage Loans and shall execute all
assignments, endorsements and other instruments furnished to it by the Master
Servicer, the Special Servicer or the Majority Subordinate Certificateholder, as
applicable, as shall be necessary to effectuate the transfer of the Mortgage
Loans and REO Properties to the Master Servicer, the Special Servicer or the
Majority Subordinate Certificateholder (or their respective designees), and, in
the case of a Loan Pair, to the related Companion Holder, 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 the Certificateholders and the Swap Counterparty 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 the Trust Fund's interest in each REO Property (or beneficial interest in an
REO Property related to a Non-Serviced Mortgage Loan) remaining in REMIC I, not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of the final distribution on the Certificates or (b)
otherwise during the month of such final distribution on or before the
Determination Date in such month, in each case specifying (i) the Distribution
Date upon which the Trust Fund will terminate and final payment of the
Certificates will be made, (ii) the amount of any such final payment and (iii)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the offices of the Certificate Registrar or such other location
therein designated. The Trustee shall give such notice to the Master Servicer,
the Special Servicer and the Depositor at the time such notice is given to
Certificateholders.

            Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Paying Agent shall
distribute to each Certificateholder so presenting and surrendering its
Certificates such Certificateholder's Percentage Interest of that portion of the
amounts then on deposit in the Distribution Account that are allocable to
payments on the Class of Certificates so presented and surrendered. Amounts on
deposit in the Distribution Account (or, in the case of the Class A-MFL
Certificates, amounts then on deposit in the Floating Rate Account after payment
of the Net Swap Payment to the Swap Counterparty as specified in Section
3.30(c)) as of the final Distribution Date, exclusive of any portion thereof
that would be payable to any Person in accordance with clauses (ii) through
(vii) of Section 3.05(b), including any portion thereof that represents
Prepayment Premiums and Yield Maintenance Charges, shall be (i) deemed
distributed in respect of the REMIC I Regular Interests and distributed to the
Class R-I Certificates in accordance with Section 4.01(b), Section 4.01(h),
Section 4.01(i) and Section 4.01(l) and (ii) distributed to the REMIC II
Certificates and the Class A-MFL Certificates in the order of priority set forth
in Section 4.01(a), Section 4.01(b), Section 4.01(c), Section 4.01(d), Section
4.01(i), Section 4.01(j) and Section 4.01(l) in each case, to the extent of
remaining available funds.

            On or after the Final Distribution Date, upon presentation and
surrender of the Class Certificates, the Paying Agent shall distribute to the
Class Z Certificateholders any amount then on deposit in the Additional Interest
Account that was paid on a Mortgage Loan.

            Any funds not distributed to any Holder or Holders of Certificates
of such Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 9.01 shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Paying Agent, directly or through an agent, shall take such
reasonable steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate, and
shall deal with all such unclaimed amounts in accordance with applicable law.
The costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder.

            After the Registered Certificates, the Class A-MFL Certificates and
the Class A-1A Certificates have been paid in full and the remaining outstanding
Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are
held by a single Certificateholder, such Certificateholder shall have the right
to exchange all of the Certificates held thereby for all of the Mortgage Loans
and the Trust Fund's interest in each REO Property remaining in the Trust Fund
by giving written notice to all parties hereto no later than 30 days prior to
the anticipated date of exchange.

            In the event that such Certificateholder shall elect to exchange all
of the Certificates held thereby for all of the Mortgage Loans held by REMIC I
and the Trust Fund's interest in each REO Property remaining in REMIC I in
accordance with the preceding sentence, such Certificateholder, not later than
the date on which the final distribution on the Certificates is to occur, shall
deposit in the Certificate Account an amount in immediately available funds
equal to all amounts then due and owing to the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent, the Certificate Registrar and/or the
REMIC Administrator hereunder. Upon confirmation that such final deposits have
been made and following the surrender of all the Certificates held by such
Certificateholder on the final Distribution Date, the Custodian, on behalf of
the Trustee, shall release or cause to be released to such Certificateholder the
Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute
all assignments, endorsements and other instruments furnished to it by such
Certificateholder as shall be necessary to effectuate transfer of the Mortgage
Loans and REO Properties remaining in the Trust Fund. Thereafter, the Trust Fund
and the respective obligations and responsibilities under this Agreement of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the REMIC
Administrator (other than annual tax returns and maintenance of books and
records and the preparation and filing of final tax returns) and the Paying
Agent shall terminate. Such transfers shall be subject to any rights of any
Sub-Servicers to primary service (or to perform select servicing functions with
respect to) the Mortgage Loans. For federal income tax purposes, the
Certificateholders shall be deemed to have purchased the assets of REMIC I for
an amount equal to the unpaid principal balance, plus accrued unpaid interest,
of such Mortgage Loan(s) (other than the defaulted Mortgage Loan(s) or the Trust
Fund's interest in such REO Property in REMIC I, and the fair market value of
any defaulted Mortgage Loans in REMIC I or the Trust Fund's interest in an REO
Property in REMIC I, without duplication of amounts deposited pursuant to the
fourth preceding sentence of this paragraph, and such amounts shall be deemed to
have been paid or distributed in accordance with Section 4.01(a), Section
4.01(b), Section 4.01(h), Section 4.01(i) and Section 4.01(j).

            In the case of any Loan Pair, references in this Section 9.01 and
Section 9.02 to "REO Property" shall include only the Trust Fund's proportionate
interest in such REO Property and not the interest of the Companion Holder(s)
therein.

            Section 9.02. Additional Termination Requirements.

            (a) If the Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholders purchase all of the Mortgage Loans and the Trust
Fund's interest in each REO Property (or beneficial interest in an REO Property
related to the LB-UBS 2007-C1 Serviced Mortgage Loan) remaining in REMIC I as
provided in Section 9.01, the Trust Fund (and, accordingly, either of REMIC I or
REMIC II) shall be terminated in accordance with the following additional
requirements, unless the Person effecting the purchase obtains at its own
expense and delivers to the Trustee and, in the case of the Depositor, to the
Trustee and the Master Servicer, an Opinion of Counsel, addressed to the Trustee
and the Master Servicer, to the effect that the failure of the Trust Fund to
comply with the requirements of this Section 9.02 will not result in the
imposition of taxes on "prohibited transactions" of either of REMIC I or REMIC
II as defined in Section 860F of the Code or cause either of REMIC I or REMIC II
to fail to qualify as a REMIC at any time that any Certificates are outstanding:

            (i) the Trustee shall specify the first day in the 90-day
      liquidation period in a statement attached to the final Tax Return for
      REMIC I and REMIC II pursuant to Treasury Regulations Section 1.860F-1;

            (ii) during such 90-day liquidation period and at or prior to the
      time of making of the final payment on the Certificates, the Trustee shall
      sell all of the assets of REMIC I to the Master Servicer, the Special
      Servicer or the Majority Subordinate Certificateholders, as applicable,
      for cash; and

            (iii) at the time of the making of the final payment on the
      Certificates, the Trustee shall distribute or credit, or cause to be
      distributed or credited, to the Certificateholders in accordance with
      Section 9.01 all cash on hand (other than cash retained to meet claims),
      and REMIC I and REMIC II shall terminate at that time.

            (b) By their acceptance of Certificates, the Holders thereof hereby
authorize the Trustee to specify the 90-day liquidation period for REMIC I and
REMIC II, which authorization shall be binding upon all successor
Certificateholders.

In the event the Trust Fund is to be terminated while the Swap Contract is still
in effect, the Paying Agent shall promptly notify the applicable Swap
Counterparty in writing of the date on which the Trust Fund is to be terminated
and the notional amount of the applicable Swap Contract will be reduced to zero
on such date. Based on the date of termination, the Paying Agent shall calculate
the Net Swap Payment, if any, as specified in Section 3.30, and prior to any
final distribution to the Holders of the Class A-MFL Certificates pursuant to
Section 9.01, shall pay such Net Swap Payment, if any, to the related Swap
Counterparty. In the event that any fees (including termination fees) will be
payable to the Swap Counterparty in connection with such termination, such fees
will be payable to the Swap Counterparty solely from amounts remaining in the
applicable Floating Rate Account after all distributions, to the Class A-MFL
Certificates are made pursuant to Section 9.01.

                                   ARTICLE X

                            ADDITIONAL TAX PROVISIONS

            Section 10.01. REMIC Administration.

            (a) The REMIC Administrator shall elect to treat each of REMIC I and
REMIC II as a REMIC under the Code and, if necessary, under applicable state
law. Each such election will be made on Form 1066 or other appropriate federal
or state Tax Returns for the taxable year ending December 31, 2007, in the case
of each of REMIC I and REMIC II.

            (b) The REMIC I Regular Interests are hereby designated as "regular
interests" (within the meaning of Section 860G(a)(1) of the Code) in REMIC I.
The Regular Certificates and the Class A-MFL Regular Interest are hereby
designated as "regular interests" (within the meaning of Section 860G(a)(1) of
the Code) in REMIC II. The Class R-I Certificates are hereby designated as the
single class of "residual interests" (within the meaning of Section 860G(a)(2)
of the Code) in REMIC I, and the Class R-II Certificates are hereby designated
as the single class of "residual interests" (within the meaning of Section
860G(a)(2) of the Code) in REMIC II. None of the Master Servicer, the Special
Servicer or the Trustee shall (to the extent within its control) permit the
creation of any other "interests" in either of REMIC I or REMIC II (within the
meaning of Treasury Regulations Section 1.860D-1(b)(1)).

            (c) The Closing Date is hereby designated as the "startup day" of
each of REMIC I and REMIC II within the meaning of Section 860G(a)(9) of the
Code. The "latest possible maturity date" of the REMIC I Regular Interests and
the Regular Certificates for purposes of the REMIC Provisions shall be the Rated
Final Distribution Date.

            (d) The related Plurality Residual Certificateholder as to the
applicable taxable year is hereby designated as the Tax Matters Person of each
of REMIC I and REMIC II, and shall act on behalf of the related REMIC in
relation to any tax matter or controversy and shall represent the related REMIC
in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority; provided that the REMIC Administrator is
hereby irrevocably appointed to act and shall act as agent and attorney-in-fact
for the Tax Matters Person for REMIC I and REMIC II in the performance of its
duties as such.

            (e) Except as otherwise provided in Section 3.17(a) and subsections
(h) and (i) below, the REMIC Administrator shall pay out of its own funds any
and all routine tax administration expenses of the Trust Fund incurred with
respect to either of REMIC I and REMIC II (but not including any professional
fees or expenses related to audits or any administrative or judicial proceedings
with respect to the Trust Fund that involve the Internal Revenue Service or
state tax authorities, which extraordinary expenses shall be payable or
reimbursable to the Trustee from the Trust Fund unless otherwise provided in
Section 10.01(g) or 10.01(h)).

            (f) Within 30 days after the Closing Date, the REMIC Administrator
shall obtain taxpayer identification numbers for REMIC I and REMIC II by
preparing and filing Internal Revenue Service Forms SS-4 and shall prepare and
file (if not previously prepared and filed) with the Internal Revenue Service
Form 8811, "Information Return for Real Estate Mortgage Investment Conduits
(REMIC) and Issuers of Collateralized Debt Obligations" for the Trust Fund. In
addition, the REMIC Administrator shall prepare, cause the Trustee to sign and
file all of the other Tax Returns in respect of each of REMIC I and REMIC II.
The expenses of preparing and filing such returns shall be borne by the REMIC
Administrator without any right of reimbursement therefor. The other parties
hereto shall provide on a timely basis to the REMIC Administrator or its
designee such information with respect to REMIC I and REMIC II as is in its
possession and reasonably requested by the REMIC Administrator to enable it to
perform its obligations under this Article. Without limiting the generality of
the foregoing, the Depositor, within ten days following the REMIC
Administrator's request therefor, shall provide in writing to the REMIC
Administrator such information as is reasonably requested by the REMIC
Administrator for tax purposes, as to the valuations and issue prices of the
Certificates, and the REMIC Administrator's duty to perform its reporting and
other tax compliance obligations under this Article X shall be subject to the
condition that it receives from the Depositor such information possessed by the
Depositor that is necessary to permit the REMIC Administrator to perform such
obligations.

            (g) The REMIC Administrator shall perform on behalf of each of REMIC
I and REMIC II all reporting and other tax compliance duties that are the
responsibility of each such REMIC under the Code, the REMIC Provisions or other
compliance guidance issued by the Internal Revenue Service or, with respect to
State and Local Taxes, any state or local taxing authority. Included among such
duties, the REMIC Administrator shall provide to: (i) any Transferor of a
Residual Certificate or agent of a Non-Permitted Transferee, such information as
is necessary for the application of any tax relating to the transfer of a
Residual Certificate to any Person who is not a Permitted Transferee; (ii) the
Certificateholders, such information or reports as are required by the Code or
the REMIC Provisions, including, without limitation, reports relating to
interest, original issue discount and market discount or premium (using the
Prepayment Assumption as required hereunder); and (iii) the Internal Revenue
Service, the name, title, address and telephone number of the Person who will
serve as the representative of each of REMIC I and REMIC II.

            (h) The REMIC Administrator shall perform its duties hereunder so as
to maintain the status of each of REMIC I and REMIC II as a REMIC under the
REMIC Provisions (and the Trustee, the Master Servicer and the Special Servicer
shall assist the REMIC Administrator to the extent reasonably requested by the
REMIC Administrator and to the extent of information within the Trustee's, the
Master Servicer's or the Special Servicer's possession or control). None of the
REMIC Administrator, Master Servicer, the Special Servicer, or the Trustee shall
knowingly take (or cause either of REMIC I or REMIC II to take) any action or
fail to take (or fail to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger the
status of either of REMIC I or REMIC II as a REMIC, or (ii) except as provided
in Section 3.17(a), result in the imposition of a tax upon either of REMIC I or
REMIC II (including, but not limited to, the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code or the tax on contributions to a REMIC
set forth in Section 860G(d) of the Code (any such endangerment or imposition
or, except as provided in Section 3.17(a), imposition of a tax, an "Adverse
REMIC Event")), unless the REMIC Administrator has obtained or received an
Opinion of Counsel (at the expense of the party requesting such action or at the
expense of the Trust Fund if the REMIC Administrator seeks to take such action
or to refrain from acting for the benefit of the Certificateholders) to the
effect that the contemplated action will not result in an Adverse REMIC Event.
The REMIC Administrator shall not take any action or fail to take any action
(whether or not authorized hereunder) as to which the Master Servicer or the
Special Servicer has advised it in writing that either the Master Servicer or
the Special Servicer has received or obtained an Opinion of Counsel to the
effect that an Adverse REMIC Event could occur with respect to such action. In
addition, prior to taking any action with respect to either of REMIC I or REMIC
II, or causing either of REMIC I or REMIC II to take any action that is not
expressly permitted under the terms of this Agreement, the Master Servicer and
the Special Servicer shall consult with the REMIC Administrator or its designee,
in writing, with respect to whether such action could cause an Adverse REMIC
Event to occur. Neither the Master Servicer nor the Special Servicer shall take
any such action or cause either of REMIC I or REMIC II to take any such action
as to which the REMIC Administrator has advised it in writing that an Adverse
REMIC Event could occur, and neither the Master Servicer nor the Special
Servicer shall have any liability hereunder for any action taken by it in
accordance with the written instructions of the REMIC Administrator. The REMIC
Administrator may consult with counsel to make such written advice, and the cost
of same shall be borne by the party seeking to take the action not expressly
permitted by this Agreement, but in no event at the cost or expense of the Trust
Fund, the Trustee or the REMIC Administrator. At all times as may be required by
the Code, the REMIC Administrator (to the extent it is within its control) shall
take all necessary actions within the scope of its responsibilities as more
specifically set forth in this Agreement such that it does not cause
substantially all of the assets of each of REMIC I and REMIC II to fail to
consist of "qualified mortgages" as defined in Section 860G(a)(3) of the Code
and "permitted investments" as defined in Section 860G(a)(5) of the Code.

            (i) If any tax is imposed on either of REMIC I or REMIC II,
including, without limitation, "prohibited transactions" taxes as defined in
Section 860F(a)(2) of the Code, any tax on "net income from foreclosure
property" as defined in Section 860G(c) of the Code, any taxes on contributions
to either of REMIC I or REMIC II after the Startup Day pursuant to Section
860G(d) of the Code, and any other tax imposed by the Code or any applicable
provisions of State or Local Tax laws (other than any tax permitted to be
incurred by the Special Servicer pursuant to Section 3.17(a)), such tax,
together with all incidental costs and expenses (including, without limitation,
penalties and reasonable attorneys' fees), shall be charged to and paid by: (i)
the REMIC Administrator, if such tax arises out of or results from a breach by
the REMIC Administrator of any of its obligations under this Article X; provided
that no liability shall be imposed upon the REMIC Administrator under this
clause if another party has responsibility for payment of such tax under clauses
(iii) or (v) of this Section; (ii) the Special Servicer, if such tax arises out
of or results from a breach by the Special Servicer of any of its obligations
under Article III or this Article X; (iii) the Master Servicer, if such tax
arises out of or results from a breach by the Master Servicer of any of its
obligations under Article III or this Article X; (iv) the Trustee if such tax
arises out of or results from a breach by the Trustee of any of its respective
obligations under Article IV, Article VIII or this Article X; (v) the Mortgage
Loan Seller, if such tax was imposed due to the fact that any of the Mortgage
Loans did not, at the time of their transfer to REMIC I, as applicable,
constitute a "qualified mortgage" as defined in Section 860G(a)(3) of the Code;
or (vi) the Trust Fund, excluding the portion thereof constituting the Grantor
Trusts, 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 REMIC I and REMIC II on a calendar
year and on an accrual basis.

            (k) Following the Startup Day, none of the Trustee, the Master
Servicer or the Special Servicer shall accept any contributions of assets to
either of REMIC I or REMIC II unless it shall have received an Opinion of
Counsel (at the expense of the party seeking to cause such contribution and in
no event at the expense of the Trust Fund or the Trustee) to the effect that the
inclusion of such assets in such REMIC will not cause: (i) such REMIC to fail to
qualify as a REMIC at any time that any Certificates are outstanding; or (ii)
the imposition of any tax on such REMIC under the REMIC Provisions or other
applicable provisions of federal, state and local law or ordinances.

            (l) None of the Trustee, the Master Servicer or the Special Servicer
shall consent to or, to the extent it is within the control of such Person,
permit: (i) the sale or disposition of any of the Mortgage Loans (except in
connection with (A) the default or foreclosure of a Mortgage Loan, including,
but not limited to, the sale or other disposition of a Mortgaged Property
acquired by deed in lieu of foreclosure, (B) the bankruptcy of either of REMIC I
or REMIC II, (C) the termination of either of REMIC I and REMIC II pursuant to
Article IX of this Agreement, or (D) a purchase of Mortgage Loans pursuant to or
as contemplated by Article II or III of this Agreement); (ii) the sale or
disposition of any investments in the Servicing Accounts, the Interest Reserve
Accounts, the Certificate Account, the Distribution Account, the Floating Rate
Account, the Companion Distribution Account, the Gain-on-Sale Reserve Account or
the REO Account for gain; or (iii) the acquisition of any assets on behalf of
either of REMIC I or REMIC II (other than (1) a Mortgaged Property acquired
through foreclosure, deed in lieu of foreclosure or otherwise in respect of a
Defaulted Mortgage Loan, (2) a Qualified Substitute Mortgage Loan pursuant to
Article II hereof and (3) Permitted Investments acquired in connection with the
investment of funds in the Servicing Accounts, the Interest Reserve Accounts,
the Interest Shortfall Account, the Certificate Account, the Distribution
Account, the Floating Rate Account, the Companion Distribution Account, the
Gain-on-Sale Reserve Account or the REO Account); in any event unless it has
received an Opinion of Counsel (at the expense of the party seeking to cause
such sale, disposition, or acquisition but in no event at the expense of the
Trust Fund or the Trustee) to the effect that such sale, disposition, or
acquisition will not cause: (x) either of REMIC I or REMIC II to fail to qualify
as a REMIC at any time that any Certificates are outstanding; or (y) the
imposition of any tax on either of REMIC I or REMIC II under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.

            (m) Except as permitted by Section 3.17(a), none of the Trustee, the
Master Servicer and the Special Servicer shall enter into any arrangement by
which either of REMIC I or REMIC II will receive a fee or other compensation for
services nor permit either of REMIC I or REMIC II to receive any income from
assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the
Code or "permitted investments" as defined in Section 860G(a)(5) of the Code.

            Section 10.02. Administration of the Additional Interest Grantor
Trust.

            (a) The REMIC Administrator shall treat the Additional Interest
Grantor Trust, for tax return preparation purposes, as a grantor trust under the
Code and shall treat the Additional Interest, the Additional Interest Account
and amounts held from time to time in the Additional Interest Account that
represent Additional Interest as separate assets of the Additional Interest
Grantor Trust, and not any of REMIC I, REMIC II or the Class A-MFL Grantor
Trust, as permitted by Treasury Regulations Section 1.860G-2(i)(1). The Class Z
Certificates are hereby designated as representing an undivided, beneficial
interest in Additional Interest payable on the Mortgage Loans and proceeds
thereof in the Additional Interest Account.

            (b) The REMIC Administrator shall treat the Class A-MFL Grantor
Trust, for tax return preparation purposes, as a grantor trust under the Code
and shall treat the Class A-MFL Regular Interest, the Swap Contract and the
Floating Rate Account and amounts held from time to time in the Floating Rate
Account as separate assets of the A-MFL Grantor Trust, and not any of the REMIC
I, REMIC II or the Additional Interest Grantor Trust, as permitted by Treasury
Regulations Section 1.860G-2(i)(1). The Class A-MFL Certificates are hereby
designated as representing undivided, beneficial interests in the Class A-MFL
Grantor Trust Assets.

            (c) [Reserved].

            (d) 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 Trusts (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(f) or 10.02(g)).

            (e) The REMIC Administrator shall prepare, cause the Trustee to sign
and file when due all of the Tax Returns in respect of the Grantor Trusts as may
be applicable under the Grantor Trust Provisions. 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 Additional Interest 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 compliance
with the administration and reporting duties under the Grantor Trust provisions,
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.

            (f) The REMIC Administrator shall furnish or cause to be furnished
to the Class Z Certificateholders and the Class A-MFL 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 Trusts, at
the time and in the manner required under the Code, and shall perform on behalf
of the Grantor Trusts 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.

            (g) The REMIC Administrator shall perform its duties hereunder so as
to maintain the status of and to administer the Grantor Trusts as grantor trusts
under the Grantor Trust Provisions (and the Depositor, 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 Depositor's, the Trustee's, the Master Servicer's or the
Special Servicer's possession or control). None of the REMIC Administrator, the
Master Servicer, the Special Servicer or the Trustee shall knowingly take (or
cause the Grantor Trusts 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 Trusts
as grantor trusts 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 Trusts, 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 Trusts so as to take
advantage of variations in the market so as to improve the rate of return of
Holders of the Class Z Certificates or the Class A-MFL Certificates.

            (h) If any tax is imposed on the Grantor Trusts, 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; (v) the Depositor, if such tax arises out of or
results from a breach by the Depositor, of any of its obligations under Article
VI or this Section 10.02; or (v) the portion of the Trust Fund constituting the
related Grantor Trust in all other instances.

            (i) The Trustee shall deliver or cause to be delivered the federal
taxpayer identification number of the Grantor Trust that holds the Swap Contract
on an IRS Form W-9 to the Swap Counterparty as soon as possible after the Swap
Contract is entered into (but no later than the first payment date under the
Swap Contract) and, if requested by the Swap Counterparty (unless not permitted
under federal income tax law) an IRS Form W-8IMY. Each non-exempt Holder of
Class A-MFL Certificates shall be obligated pursuant to this Agreement to
provide applicable certification to the Trustee (with copies delivered or faxed
directly from such Certificateholder to the Swap Counterparty) to enable the
Trustee to make payments to the Holders of the Class A-MFL Certificates under
this Agreement, the Trustee may forward any such certification received to the
Swap Counterparty if requested.

                                   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 Grantor Trust
Provisions or the REMIC Provisions if the Grantor Trust Provisions or the REMIC
Provisions are amended or clarified such that any such requirement may be
relaxed or eliminated, or (v) if such amendment, as evidenced by an Opinion of
Counsel (at the expense of the Trust Fund, in the case of any amendment
requested by the Master Servicer or Special Servicer that protects or is in
furtherance of the interests of the Certificateholders, and otherwise at the
expense of the party seeking such amendment) delivered to the Master Servicer,
the Special Servicer and the Trustee, is advisable or reasonably necessary to
comply with any requirements imposed by the Code or any successor or amendatory
statute or any temporary or final regulation, revenue ruling, revenue procedure
or other written official announcement or interpretation relating to federal
income tax laws or any such proposed action which, if made effective, would
apply retroactively to either Grantor Trust or 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 either such REMIC or to facilitate administration of and reporting
duties with respect to either Grantor Trust in accordance with the Grantor Trust
provisions to comply with any requirements imposed by the Commission with
respect to any adopted temporary or final regulation or other written official
announcement or interpretation relating to the securities laws which, would
apply retroactively to the Depositor, any Underwriter or the Trust Fund;
provided that no such amendment may significantly change the activities of the
Trust Fund in a manner that would adversely affect the Trust Fund's status as a
"qualifying special purpose entity" for purposes of FAS 140; provided, further,
such amendment (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
or Companion Holder with respect to the Pari Passu Mortgage Loan; provided,
further, 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, no such amendment shall (i) reduce in any
manner the amount of, or delay the timing of, payments received or advanced on
Mortgage Loans that are required to be distributed on any Certificate without
the consent of the Holder of such Certificate, or which are required to be
distributed to a Companion Holder, without the consent of such Companion Holder,
(ii) as evidenced by an Opinion of Counsel obtained by or delivered to the
Master Servicer, the Special Servicer and the Trustee, adversely affect in any
material respect the interests of the Holders of any Class of Certificates or
the interests of a Companion Holder in a manner other than as described in (i)
without the consent of the Holders of all Certificates of such Class or the
consent of such Companion Holders, as the case may be, (iii) modify the
provisions of this Section 11.01 without the consent of the Holders of all
Certificates then outstanding and the consent of all Companion Holders, (iv)
modify the provisions of Section 3.20 or the definition of Servicing Standard
without the consent of the Holders of Certificates entitled to all of the Voting
Rights and the consent of all Companion Holders or (v) modify the specified
percentage of Voting Rights which are required to be held by Certificateholders
to consent or not to object to any particular action pursuant to any provision
of this Agreement without the consent of the Holders of all Certificates then
outstanding. Notwithstanding any other provision of this Agreement (other than
the next succeeding sentence), 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. Any amendment contemplated by this Section 11.01(b) that adversely
affects the status of the Trust Fund as a "qualifying special purpose entity"
under FAS 140 shall require the agreement of the Depositor, the Master Servicer,
the Special Servicer and the Trustee and the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights (without regard to
Certificates held by the Depositor, any Affiliate of the Depositor, any Mortgage
Loan Seller or any Affiliate of any Mortgage Loan Seller) and at least 51% of
the most subordinate outstanding Class.

            (c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
first have obtained or been furnished with an Opinion of Counsel (at the expense
of the Trust Fund, in the case of any amendment requested by the Master Servicer
or Special Servicer that protects or is in furtherance of the interests of the
Certificateholders, and, otherwise, at the expense of the party seeking such
amendment) to the effect that (i) such amendment or the exercise of any power
granted to the Trustee, the Master Servicer or the Special Servicer in
accordance with such amendment will not result in the imposition of a tax on
either of REMIC I or REMIC II pursuant to the REMIC Provisions or on either
Grantor Trust or cause either of REMIC I or REMIC II to fail to qualify as a
REMIC or either 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), (b) or (c) shall be payable out of the Certificate Account or the
Distribution Account pursuant to Sections 3.05 and 4.01. Notwithstanding any
contrary provisions of this Agreement, this Agreement may not be amended in a
manner that would adversely affect the distributions to the Swap Counterparty or
the Class A-MFL Certificates or the rights of the Swap Counterparty under the
Swap Contract or the rights of the holders of the Class A-MFL Certificates
without the consent of the Swap Counterparty and 66 2/3% of the Holders of the
Class A-MFL Certificates.

            (h) Notwithstanding anything in this Agreement to the contrary, the
Trustee shall deliver a copy of any proposed amendment to this Agreement to the
Swap Counterparty and any amendment to this Agreement that could reasonably
materially and adversely affect the Swap Counterparty (whether or not the
related Swap Contract is specifically referred to or identified in the proposed
amendment) shall be subject to the Swap Counterparty's prior written consent.

            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, 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, unless
otherwise expressly provided herein, be in writing by mail, or by facsimile, and
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: Charles L. Culbreth, H. Royer Culp, Jr., Elizabeth K.
      Stinson and Lars A. Carlsten, 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 2007-C30, facsimile number:
      (704) 715-0036;

            (iii) in the case of the Special Servicer, CWCapital Asset
      Management LLC, 701 Thirteenth Street, NW, Suite 1000, Washington, D.C.
      20005, Attention: David Iannarone (WBCMT 2007-C30), facsimile (202)
      466-1834, with a copy to CWCapital Asset Management LLC, One Charles River
      Place, 63 Kendrick Street, Needham, Massachusetts 02494, Attention: Jill
      Hyde (WBCMT 2007-C30), facsimile (781) 707-9397;

            (iv) in the case of the Trustee, Wells Fargo Bank, N.A., 9062 Old
      Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust
      Services (CMBS) Wachovia Bank Commercial Mortgage Trust, Commercial
      Mortgage Pass-Through Certificates, Series 2007-C30, facsimile number:
      (410) 715-2380;

            (v) in the case of the Underwriters to each of Wachovia Capital
      Markets, LLC, 301 South College Street, Charlotte, North Carolina
      28288-1075, Attention: Charles L. Culbreth, H. Royer Culp, Jr., Elizabeth
      K. Stinson and Lars A. Carlsten, facsimile number: (704) 715-0066; Credit
      Suisse Securities (USA) LLC, 11 Madison Avenue, New York, New York 10010,
      Attention: Mr. Jeffery Altabef, facsimile number: (212) 743-5227; Goldman,
      Sachs & Co., 85 Broad Street, New York, New York 10004, Attention: Emily
      Brooks, facsimile number: (212) 902-1691;

            (vi) in the case of the initial Controlling Class Representative,
      Cadim TACH inc. c/o CDP Capital Real Estate Advisors, CDP Capital Center,
      1000 Jean-Paul-Rjopelle Place, Suite A-300, Montreal, Quebec H2Z 2B6,
      Canada, Attention: Corporate Secretary, with a copy to CWCapital
      Investments, LLC, 5000 Birch Street, East Wing, Suite 150, Newport Beach,
      California 92660, Attention: Tom Nolan (WCMSI 2007-C30) and a copy to
      CWCapital Investments, LLC, 1919 Pennsylvania Avenue N.W., Washington D.C.
      20006-3434, Attention: Patricia Daugherty (WCMSI 2007-C30), facsimile
      number: (202) 466-1834;

            (vii) in the case of the Rating Agencies to each of Fitch, Inc., One
      State Street Plaza, New York, New York 10004, Attention Linda Hammel,
      facsimile number: (212) 908-0784; Moody's Investors Service, Inc., 99
      Church Street, New York, New York 10007, Attention: Commercial Mortgage
      Surveillance; and Standard & Poor's Ratings Services, 55 Water Street, New
      York, New York 10041-0003, Attention: CMBS Surveillance Group, facsimile
      number: (212) 438-2662;

            (viii) in the case of the Swap Counterparty, Wachovia Bank, National
      Association, 301 South College Street, Charlotte, North Carolina
      28288-0166, Attention: Spencer Langston, facsimile number: (704) 374-3254
      with a copy to Cadwalader, Wickersham & Taft LLP, 227 West Trade Street,
      Suite 2400, Charlotte, North Carolina 28202, Attention: Francisco Linares,
      Esq., facsimile number: (704) 348-5200 and

            (ix) in the case of any Companion Holder, the address(es) for notice
      to such Companion Holder as set forth in the related Intercreditor
      Agreement or as to each such Person such other address as may hereafter be
      furnished by such Person to the parties hereto in writing. Any
      communication required or permitted to be delivered to a Certificateholder
      shall be deemed to have been duly given when mailed first class, postage
      prepaid, to the address of such Holder as shown in the Certificate
      Register.

            Section 11.06. Severability of Provisions.

            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

            Section 11.07. Grant of a Security Interest.

            The Depositor intends that the conveyance of the Depositor's right,
title and interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a sale and not a pledge of security for a loan. If such conveyance is
deemed to be a pledge of security for a loan, however, the Depositor intends
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, the Depositor shall be deemed to have granted to the
Trustee (in such capacity) a first priority security interest in the Depositor's
entire right, title and interest in and to the assets constituting the Trust
Fund.

            Section 11.08. Streit Act.

            Any provisions required to be contained in this Agreement by Section
126 of Article 4-A of the New York Real Property Law are hereby incorporated
herein, and such provisions shall be in addition to those conferred or imposed
by this Agreement; provided, however, to the extent that such Section 126 shall
not have any effect, and if said Section 126 should at any time be repealed or
cease to apply to this Agreement or be construed by judicial decision to be
inapplicable, said Section 126 shall cease to have any further effect upon the
provisions of this Agreement. In case of a conflict between the provisions of
this Agreement and any mandatory provisions of Article 4-A of the New York Real
Property Law, such mandatory provisions of said Article 4-A shall prevail;
provided that if said Article 4-A shall not apply to this Agreement, should at
any time be repealed or cease to apply to this Agreement or be construed by
judicial decision to be inapplicable, such mandatory provisions of such Article
4-A shall cease to have any further effect upon the provisions of this
Agreement.

            Section 11.09. Successors and Assigns; Beneficiaries.

            The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders. This
Agreement may not be amended in any manner that would adversely affect the
rights of any third party beneficiary hereof without its consent. The LB-UBS
2007-C1 Master Servicer and the LB-UBS 2007-C1 Special Servicer shall be third
party beneficiaries to this Agreement solely with respect to the reimbursement
of nonrecoverable advances made by such party under the LB-UBS 2007-C1 Pooling
and Servicing Agreement as provided in Section 3.05. No other person, including,
without limitation, any Mortgagor, shall be entitled to any benefit or equitable
right, remedy or claim under this Agreement; provided that the Companion Holders
and the Swap Counterparty are intended third party beneficiaries hereunder.

            Section 11.10. Article and Section Headings.

            The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

            Section 11.11. Notices to Rating Agencies.

            (a) The Trustee shall promptly provide notice to each Rating Agency
and the Controlling Class Representative with respect to each of the following
of which it has actual knowledge:

            (i) any material change or amendment to this Agreement;

            (ii) the occurrence of any Event of Default that has not been cured;

            (iii) the merger, consolidation, resignation or termination of the
      Trustee, the Master Servicer or the Special Servicer;

            (iv) the repurchase of Mortgage Loans by any of the Mortgage Loan
      Sellers pursuant to the applicable Mortgage Loan Purchase Agreement;

            (v) any change in the location of the Servicing Accounts, the
      Interest Reserve Accounts, the Certificate Account, the Floating Rate
      Account, the Gain-on-Sale Reserve Account, the Companion Distribution
      Account or the Distribution Account;

            (vi) the final payment to any Class of Certificateholders; and

            (vii) any sale or disposition of any Mortgage Loan or REO Property.

            (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, the
Special Servicer and the Trustee shall promptly furnish, or cause to be
furnished, to each Rating Agency copies of the following items:

            (i) each of the annual statements as to compliance described in
      Section 3.13;

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

            (iii) any Officer's Certificate delivered to the Trustee pursuant to
      Section 4.03(c) or 3.08; and

            (iv) each of the reports described in Section 3.12(a) and the
      statements and reports described in Sections 3.12(b), 3.12(c) and 3.12(d).

            (e) The Trustee shall (i) make available to each Rating Agency and
the Controlling Class Representative, upon reasonable notice, the items
described in Section 3.15(a) and (ii) promptly deliver to each Rating Agency and
the Controlling Class Representative a copy of any notices given pursuant to
Section 7.03(a) or Section 7.03(b).

            (f) Each of the Trustee, the Master Servicer and the Special
Servicer shall provide to each Rating Agency such other information with respect
to the Mortgage Loans and the Certificates, to the extent such party possesses
such information, as such Rating Agency shall reasonably request.

            (g) Notwithstanding any provision herein to the contrary each of the
Master Servicer, the Special Servicer or the Trustee shall deliver to any
Underwriter any report prepared by such party hereunder upon request.

            Section 11.12. Complete Agreement.

            This Agreement embodies the complete agreement among the parties and
may not be varied or terminated except by a written agreement conforming to the
provisions of Section 11.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.

                            [SIGNATURE PAGES FOLLOW]

<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/ H. Royer Culp, Jr.
                                          ------------------------------------
                                          Name: H. Royer Culp, Jr.
                                          Title: Vice President


                                       WACHOVIA BANK, NATIONAL ASSOCIATION,
                                          Master Servicer


                                       By:/s/ Cynthia L. Schwartz
                                          ------------------------------------
                                          Name: Cynthia L. Schwartz
                                          Title: Vice President


                                       CWCAPITAL ASSET MANAGEMENT LLC,
                                          Special Servicer


                                       By:/s/ David B. Iannarone
                                          ------------------------------------
                                          Name: David B. Iannarone
                                          Title: Managing Director


                                       WELLS FARGO BANK, N.A., Trustee


                                       By:/s/ Jennifer L. Richardson
                                          ------------------------------------
                                          Name: Jennifer L. Richardson
                                          Title: Vice President

<PAGE>


                                   EXHIBIT A-1

                          FORM OF CLASS A-1 CERTIFICATE

             CLASS A-1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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: $35,195,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class A-1 Certificate as of
                                         the Closing Date: $35,195,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. A-1-1                    CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-MFL, CLASS A-J, CLASS B, CLASS C,
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES OF THE
SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE
CLASS A-4 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5
CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES
AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT
REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-1 Certificate (obtained by
dividing the principal amount of this Class A-1 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-1 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-1 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer", which term includes any
successor entity under the Agreement), CWCapital Asset Management LLC (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class A-1 Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-1 Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-1 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and 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,
the Class A-1 Certificates are exchangeable for new Class A-1 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-1 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class A-1 Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class A-1
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-1
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-2

                        FORM OF CLASS A-2 CERTIFICATE

             CLASS A-2 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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: $100,000,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class A-2 Certificate as of
                                         the Closing Date: $100,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. A-2-1                    CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION, OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-MFL, CLASS A-J, CLASS B, CLASS C,
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES OF THE
SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE
CLASS A-4 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5
CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES
AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT
REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-2 Certificate (obtained by
dividing the principal amount of this Class A-2 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-2 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-2 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer", which term includes any
successor entity under the Agreement), CWCapital Asset Management LLC (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class A-2 Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-2 Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-2 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and 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,
the Class A-2 Certificates are exchangeable for new Class A-2 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-2 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class A-2 Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class A-2
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-2
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-3-1

                          FORM OF CLASS A-3 CERTIFICATE

             CLASS A-3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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: $908,744,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class A-3 Certificate as of
                                         the Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. A-3-1                    CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-MFL, CLASS A-J, CLASS B, CLASS C,
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES OF THE SAME SERIES
IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE
CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-4 CERTIFICATES,
THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES AND THE CLASS A-1A
CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-3 Certificate (obtained by
dividing the principal amount of this Class A-3 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-3 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-3 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer", which term includes any
successor entity under the Agreement), CWCapital Asset Management LLC (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class A-3 Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-3 Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-3 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and 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,
the Class A-3 Certificates are exchangeable for new Class A-3 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-3 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class A-3 Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class A-3
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-3
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-3-2

                          FORM OF CLASS A-3 CERTIFICATE

             CLASS A-3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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: $908,744,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class A-3 Certificate as of
                                         the Closing Date: $408,744,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. A-3-2                    CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-MFL, CLASS A-J, CLASS B, CLASS C,
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES OF THE SAME SERIES
IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE
CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-4 CERTIFICATES,
THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES AND THE CLASS A-1A
CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-3 Certificate (obtained by
dividing the principal amount of this Class A-3 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-3 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-3 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer", which term includes any
successor entity under the Agreement), CWCapital Asset Management LLC (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class A-3 Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-3 Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-3 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and 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,
the Class A-3 Certificates are exchangeable for new Class A-3 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-3 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class A-3 Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class A-3
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-3
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-4

                          FORM OF CLASS A-4 CERTIFICATE

            CLASS A-PB COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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: $195,542,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class A-4 Certificate as of
                                         the Closing Date: $195,542,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. A-4-1                    CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-MFL, CLASS A-J, CLASS B, CLASS C,
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES OF THE SAME SERIES
IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE
CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES,
THE CLASS A-PB CERTTIFICATES, THE CLASS A-5 CERTIFICATES AND THE CLASS A-1A
CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-4 Certificate (obtained by
dividing the principal amount of this Class A-4 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-4 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-4 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer", which term includes any
successor entity under the Agreement), CWCapital Asset Management LLC (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class A-4 Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-4 Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-4 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and 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,
the Class A-4 Certificates are exchangeable for new Class A-4 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-4 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class A-4 Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class A-4
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-4
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-5

                         FORM OF CLASS A-PB CERTIFICATE

            CLASS A-PB COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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-PB Certificates as of the
                                         Closing Date: $126,906,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class A-PB Certificate as of
                                         the Closing Date: $126,906,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. A-PB-1                   CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-MFL, CLASS A-J, CLASS B, CLASS C,
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES OF THE SAME SERIES
IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE
CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES,
THE CLASS A-4 CERTIFICATES, THE CLASS A-5 CERTIFICATES AND THE CLASS A-1A
CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-PB Certificate (obtained by
dividing the principal amount of this Class A-PB Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-PB Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-PB Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer", which term includes any
successor entity under the Agreement), CWCapital Asset Management LLC (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class A-PB Certificates on the applicable Distribution
Date pursuant to the Agreement. All distributions made under the Agreement on
the Class A-PB Certificates will be made by Wells Fargo Bank, N.A., as paying
agent (the "Paying Agent"), by wire transfer of immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-PB Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class A-PB Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
the Class A-PB Certificates are exchangeable for new Class A-PB Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-PB Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class A-PB Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
A-PB Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-PB
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                          CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-6-1

                          FORM OF CLASS A-5 CERTIFICATE

             CLASS A-5 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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-5 Certificates as of the
                                         Closing Date: $1,876,383,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class A-5 Certificate as of
                                         the Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. A-5-1                    CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-MFL, CLASS A-J, CLASS B, CLASS C,
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES OF THE SAME SERIES
IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE
CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES,
THE CLASS A-4 CERTIFICATES, THE CLASS A-PB CERTIFICATES AND THE CLASS A-1A
CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-5 Certificate (obtained by
dividing the principal amount of this Class A-5 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-5 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-5 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), CWCapital Asset Management LLC (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (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-5 Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-5 Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-5 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-5 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,
the Class A-5 Certificates are exchangeable for new Class A-5 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-5 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-5 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-5
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-5
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-5 Certificates referred to in the
within-mentioned Agreement.


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



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-6-2

                          FORM OF CLASS A-5 CERTIFICATE

             CLASS A-5 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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-5 Certificates as of the
                                         Closing Date: $1,876,383,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class A-5 Certificate as of
                                         the Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. A-5-2                    CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-MFL, CLASS A-J, CLASS B, CLASS C,
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES OF THE SAME SERIES
IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE
CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES,
THE CLASS A-4 CERTIFICATES, THE CLASS A-PB CERTIFICATES AND THE CLASS A-1A
CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-5 Certificate (obtained by
dividing the principal amount of this Class A-5 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-5 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-5 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), CWCapital Asset Management LLC (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (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-5 Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-5 Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-5 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-5 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,
the Class A-5 Certificates are exchangeable for new Class A-5 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-5 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-5 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-5
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-5
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-5 Certificates referred to in the
within-mentioned Agreement.


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



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-6-3

                          FORM OF CLASS A-5 CERTIFICATE

             CLASS A-5 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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-5 Certificates as of the
                                         Closing Date: $1,876,383,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class A-5 Certificate as of
                                         the Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. A-5-3                    CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-MFL, CLASS A-J, CLASS B, CLASS C,
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES OF THE SAME SERIES
IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE
CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES,
THE CLASS A-4 CERTIFICATES, THE CLASS A-PB CERTIFICATES AND THE CLASS A-1A
CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-5 Certificate (obtained by
dividing the principal amount of this Class A-5 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-5 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-5 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), CWCapital Asset Management LLC (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (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-5 Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-5 Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-5 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-5 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,
the Class A-5 Certificates are exchangeable for new Class A-5 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-5 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-5 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-5
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-5
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-5 Certificates referred to in the
within-mentioned Agreement.


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



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-6-4

                          FORM OF CLASS A-5 CERTIFICATE

             CLASS A-5 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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-5 Certificates as of the
                                         Closing Date: $1,876,383,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class A-5 Certificate as of
                                         the Closing Date: $376,383,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. A-5-4                    CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-MFL, CLASS A-J, CLASS B, CLASS C,
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES OF THE SAME SERIES
IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE
CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES,
THE CLASS A-4 CERTIFICATES, THE CLASS A-PB CERTIFICATES AND THE CLASS A-1A
CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-5 Certificate (obtained by
dividing the principal amount of this Class A-5 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-5 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-5 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), CWCapital Asset Management LLC (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (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-5 Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-5 Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-5 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-5 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,
the Class A-5 Certificates are exchangeable for new Class A-5 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-5 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-5 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-5
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-5
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

            This is one of the Class A-5 Certificates referred to in the
within-mentioned Agreement.


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-7-1

                         FORM OF CLASS A-1A CERTIFICATE

            CLASS A-1A COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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-1A Certificates as of the
                                         Closing Date: $2,289,679,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class A-1A Certificate as of
                                         the Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. A-1A-1                   CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-MFL, CLASS A-J, CLASS B, CLASS C,
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES OF THE SAME SERIES
IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE
CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES,
THE CLASS A-4 CERTIFICATES, THE CLASS A-PB CERTIFICATES AND THE CLASS A-5
CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-1A Certificate (obtained by
dividing the principal amount of this Class A-1A Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-1A Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-1A Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer", which term includes any
successor entity under the Agreement), CWCapital Asset Management LLC (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee"), which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class A-1A Certificates on the applicable Distribution
Date pursuant to the Agreement. All distributions made under the Agreement on
the Class A-1A Certificates will be made by Wells Fargo Bank, N.A., as paying
agent (the "Paying Agent"), by wire transfer of immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-1A Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class A-1A Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
the Class A-1A Certificates are exchangeable for new Class A-1A Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-1A Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class A-1A Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
A-1A Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-1A
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4 Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-7-2

                         FORM OF CLASS A-1A CERTIFICATE

            CLASS A-1A COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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-1A Certificates as of the
                                         Closing Date: $2,289,679,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class A-1A Certificate as of
                                         the Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. A-1A-2                   CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-MFL, CLASS A-J, CLASS B, CLASS C,
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES OF THE SAME SERIES
IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE
CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES,
THE CLASS A-4 CERTIFICATES, THE CLASS A-PB CERTIFICATES AND THE CLASS A-5
CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-1A Certificate (obtained by
dividing the principal amount of this Class A-1A Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-1A Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-1A Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer", which term includes any
successor entity under the Agreement), CWCapital Asset Management LLC (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee"), which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class A-1A Certificates on the applicable Distribution
Date pursuant to the Agreement. All distributions made under the Agreement on
the Class A-1A Certificates will be made by Wells Fargo Bank, N.A., as paying
agent (the "Paying Agent"), by wire transfer of immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-1A Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class A-1A Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
the Class A-1A Certificates are exchangeable for new Class A-1A Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-1A Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class A-1A Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
A-1A Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-1A
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4 Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-7-3

                         FORM OF CLASS A-1A CERTIFICATE

            CLASS A-1A COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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-1A Certificates as of the
                                         Closing Date: $2,289,679,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class A-1A Certificate as of
                                         the Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. A-1A-3                   CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-MFL, CLASS A-J, CLASS B, CLASS C,
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES OF THE SAME SERIES
IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE
CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES,
THE CLASS A-4 CERTIFICATES, THE CLASS A-PB CERTIFICATES AND THE CLASS A-5
CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-1A Certificate (obtained by
dividing the principal amount of this Class A-1A Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-1A Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-1A Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer", which term includes any
successor entity under the Agreement), CWCapital Asset Management LLC (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee"), which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class A-1A Certificates on the applicable Distribution
Date pursuant to the Agreement. All distributions made under the Agreement on
the Class A-1A Certificates will be made by Wells Fargo Bank, N.A., as paying
agent (the "Paying Agent"), by wire transfer of immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-1A Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class A-1A Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
the Class A-1A Certificates are exchangeable for new Class A-1A Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-1A Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class A-1A Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
A-1A Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-1A
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4 Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-7-4

                         FORM OF CLASS A-1A CERTIFICATE

            CLASS A-1A COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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-1A Certificates as of the
                                         Closing Date: $2,289,679,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class A-1A Certificate as of
                                         the Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. A-1A-4                   CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-MFL, CLASS A-J, CLASS B, CLASS C,
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES OF THE SAME SERIES
IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE
CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES,
THE CLASS A-4 CERTIFICATES, THE CLASS A-PB CERTIFICATES AND THE CLASS A-5
CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-1A Certificate (obtained by
dividing the principal amount of this Class A-1A Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-1A Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-1A Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer", which term includes any
successor entity under the Agreement), CWCapital Asset Management LLC (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee"), which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class A-1A Certificates on the applicable Distribution
Date pursuant to the Agreement. All distributions made under the Agreement on
the Class A-1A Certificates will be made by Wells Fargo Bank, N.A., as paying
agent (the "Paying Agent"), by wire transfer of immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-1A Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class A-1A Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
the Class A-1A Certificates are exchangeable for new Class A-1A Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-1A Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class A-1A Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
A-1A Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-1A
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4 Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-7-5

                         FORM OF CLASS A-1A CERTIFICATE

            CLASS A-1A COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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-1A Certificates as of the
                                         Closing Date: $2,289,679,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class A-1A Certificate as of
                                         the Closing Date: $289,679,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. A-1A-5                   CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-MFL, CLASS A-J, CLASS B, CLASS C,
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES OF THE SAME SERIES
IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE
CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES,
THE CLASS A-4 CERTIFICATES, THE CLASS A-PB CERTIFICATES AND THE CLASS A-5
CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-1A Certificate (obtained by
dividing the principal amount of this Class A-1A Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-1A Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-1A Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer", which term includes any
successor entity under the Agreement), CWCapital Asset Management LLC (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee"), which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class A-1A Certificates on the applicable Distribution
Date pursuant to the Agreement. All distributions made under the Agreement on
the Class A-1A Certificates will be made by Wells Fargo Bank, N.A., as paying
agent (the "Paying Agent"), by wire transfer of immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-1A Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class A-1A Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
the Class A-1A Certificates are exchangeable for new Class A-1A Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-1A Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class A-1A Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
A-1A Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-1A
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4 Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-8-1

                         FORM OF CLASS A-MFL CERTIFICATE

            CLASS A-MFL COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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: Floating              Aggregate Certificate Notional Amount
                                         of the Class A-MFL Certificates as of
                                         the Closing Date: $250,000,000

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class A-MFL Certificate as of the
                                         Closing Date: $250,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. A-MFL-1                  CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
BENEFICIAL INTEREST IN A GRANTOR TRUST UNDER SUBPART E, PART I OF SUBCHAPTER J
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), WHICH GRANTOR
TRUST CONSISTS OF 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 CODE (THE "CLASS A-MFL REGULAR INTEREST"), THE SWAP CONTRACT AND
THE FLOATING RATE ACCOUNT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), ANY "PLAN" SUBJECT TO SECTION 4975
OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR OTHER LAW SUBSTANTIVELY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING
ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A "PLAN") UNLESS (A) IT
IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1) OF REGULATION D UNDER THE
SECURITIES ACT AND (B) THE DECISION TO ACQUIRE THIS CERTIFICATE WAS MADE BY A
QUALIFIED PROFESSIONAL ASSET MANAGER (AS DEFINED IN PTE 84-14), AN IN-HOUSE
ASSET MANAGER (AS DEFINED IN PTE 96-23), OR A PLAN FIDUCIARY WITH TOTAL ASSETS
UNDER MANAGEMENT OF AT LEAST $100 MILLION AT THE TIME THE CERTIFICATE IS
ACQUIRED. EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN
THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE
FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS
E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS
O, CLASS P, CLASS Q AND CLASS S CERTIFICATES OF THE SAME SERIES IS REDUCED TO
ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE CLASS A-1
CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES AND
THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES
EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS X-P CERTIFICATES, THE CLASS X-C CERTIFICATES AND THE CLASS X-W
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICIGN AGREEMENT REFERRED TO HEREIN.

THE PASS-THROUGH RATE ON THIS CERTIFICATE IS BASED ON LIBOR AND THEREFORE IS
SUBJECT TO CHANGE OVER TIME BASED UPON CHANGES IN THE RATE OF LIBOR. IN
ADDITION, THE PASS-THROUGH RATE ON THIS CERTIFICATE MAY CONVERT TO A FIXED PER
ANNUM RATE UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE POOLING AND SERVICING
AGREEMENT.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-MFL Certificate in that certain
beneficial ownership interest evidenced by the Class A-MFL 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), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (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-MFL Certificates on the applicable Distribution
Date pursuant to the Agreement. The Pass-Through Rate applicable to the Class
A-MFL Certificates for each Distribution Date is as provided in the Agreement.
All distributions made under the Agreement on the Class A-MFL Certificates will
be made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the 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-MFL
Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

            The Class A-MFL 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,
the Class A-MFL Certificates are exchangeable for new Class A-MFL 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-MFL 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-MFL 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-MFL Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-MFL
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-8-2

                         FORM OF CLASS A-MFL CERTIFICATE

            CLASS A-MFL COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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: Floating              Aggregate Certificate Notional Amount
                                         of the Class A-MFL Certificates as of
                                         the Closing Date: $250,000,000

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class A-MFL Certificate as of the
                                         Closing Date: $0

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. A-MFL-2                  CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
BENEFICIAL INTEREST IN A GRANTOR TRUST UNDER SUBPART E, PART I OF SUBCHAPTER J
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), WHICH GRANTOR
TRUST CONSISTS OF 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 CODE (THE "CLASS A-MFL REGULAR INTEREST"), THE SWAP CONTRACT AND
THE FLOATING RATE ACCOUNT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), ANY "PLAN" SUBJECT TO SECTION 4975
OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR OTHER LAW SUBSTANTIVELY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING
ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A "PLAN") UNLESS (A) IT
IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1) OF REGULATION D UNDER THE
SECURITIES ACT AND (B) THE DECISION TO ACQUIRE THIS CERTIFICATE WAS MADE BY A
QUALIFIED PROFESSIONAL ASSET MANAGER (AS DEFINED IN PTE 84-14), AN IN-HOUSE
ASSET MANAGER (AS DEFINED IN PTE 96-23), OR A PLAN FIDUCIARY WITH TOTAL ASSETS
UNDER MANAGEMENT OF AT LEAST $100 MILLION AT THE TIME THE CERTIFICATE IS
ACQUIRED. EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN
THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE
FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS A-M, CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS
E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS
O, CLASS P, CLASS Q AND CLASS S CERTIFICATES OF THE SAME SERIES IS REDUCED TO
ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE, THE CLASS A-1
CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS
A-4 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES AND
THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES
EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS X-P CERTIFICATES, THE CLASS X-C CERTIFICATES AND THE CLASS X-W
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICIGN AGREEMENT REFERRED TO HEREIN.

THE PASS-THROUGH RATE ON THIS CERTIFICATE IS BASED ON LIBOR AND THEREFORE IS
SUBJECT TO CHANGE OVER TIME BASED UPON CHANGES IN THE RATE OF LIBOR. IN
ADDITION, THE PASS-THROUGH RATE ON THIS CERTIFICATE MAY CONVERT TO A FIXED PER
ANNUM RATE UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE POOLING AND SERVICING
AGREEMENT.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-MFL Certificate in that certain
beneficial ownership interest evidenced by the Class A-MFL 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), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (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-MFL Certificates on the applicable Distribution
Date pursuant to the Agreement. The Pass-Through Rate applicable to the Class
A-MFL Certificates for each Distribution Date is as provided in the Agreement.
All distributions made under the Agreement on the Class A-MFL Certificates will
be made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the 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-MFL
Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

            The Class A-MFL 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,
the Class A-MFL Certificates are exchangeable for new Class A-MFL 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-MFL 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-MFL 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-MFL Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-MFL
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-9-1

                          FORM OF CLASS X-P CERTIFICATE

             CLASS X-P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable-IO           Aggregate Certificate Notional Amount
                                         of the Class X-P Certificates as of
                                         the Closing Date: $1,912,455,500

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class X-P Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. X-P-1                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-P
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-P Certificate in that certain
beneficial ownership interest evidenced by the Class X-P Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-P Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-P
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-P Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-P Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-P Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
the Class X-P Certificates are exchangeable for new Class X-P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-P Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-P
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-P
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-9-2

                          FORM OF CLASS X-P CERTIFICATE

             CLASS X-P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable-IO           Aggregate Certificate Notional Amount
                                         of the Class X-P Certificates as of
                                         the Closing Date: $1,912,455,500

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class X-P Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. X-P-2                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-P
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-P Certificate in that certain
beneficial ownership interest evidenced by the Class X-P Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-P Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-P
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-P Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-P Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-P Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
the Class X-P Certificates are exchangeable for new Class X-P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-P Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-P
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-P
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-9-3

                          FORM OF CLASS X-P CERTIFICATE

             CLASS X-P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable-IO           Aggregate Certificate Notional Amount
                                         of the Class X-P Certificates as of
                                         the Closing Date: $1,912,455,500

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class X-P Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. X-P-3                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-P
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-P Certificate in that certain
beneficial ownership interest evidenced by the Class X-P Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-P Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-P
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-P Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-P Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-P Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
the Class X-P Certificates are exchangeable for new Class X-P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-P Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-P
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-P
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-9-4

                          FORM OF CLASS X-P CERTIFICATE

             CLASS X-P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable-IO           Aggregate Certificate Notional Amount
                                         of the Class X-P Certificates as of
                                         the Closing Date: $1,912,455,500

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class X-P Certificate as of the
                                         Closing Date: $412,455,500

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. X-P-4                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-P
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-P Certificate in that certain
beneficial ownership interest evidenced by the Class X-P Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-P Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-P
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-P Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-P Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-P Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
the Class X-P Certificates are exchangeable for new Class X-P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-P Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-P
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-P
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-9-5

                          FORM OF CLASS X-P CERTIFICATE

             CLASS X-P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable-IO           Aggregate Certificate Notional Amount
                                         of the Class X-P Certificates as of
                                         the Closing Date: $1,912,455,500

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class X-P Certificate as of the
                                         Closing Date: $0

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. X-P-5                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-P
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-P Certificate in that certain
beneficial ownership interest evidenced by the Class X-P Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-P Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-P
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-P Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-P Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-P Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
the Class X-P Certificates are exchangeable for new Class X-P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-P Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-P
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-P
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-10-1

                          FORM OF CLASS X-C CERTIFICATE

             CLASS X-C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable-IO           Aggregate Certificate Notional Amount
                                         of the Class X-C Certificates as of
                                         the Closing Date: $1,975,874,684

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class X-C Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. X-C-1                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-C
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-C Certificate in that certain
beneficial ownership interest evidenced by the Class X-C Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-C Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-C
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-C Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-C Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-C Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
the Class X-C Certificates are exchangeable for new Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-C Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-C
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-C
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>
                                 EXHIBIT A-10-2

                          FORM OF CLASS X-C CERTIFICATE

             CLASS X-C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable-IO           Aggregate Certificate Notional Amount
                                         of the Class X-C Certificates as of
                                         the Closing Date: $1,975,874,684

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class X-C Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. X-C-2                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-C
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-C Certificate in that certain
beneficial ownership interest evidenced by the Class X-C Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-C Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-C
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-C Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-C Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-C Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
the Class X-C Certificates are exchangeable for new Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-C Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-C
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-C
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-10-3

                          FORM OF CLASS X-C CERTIFICATE

             CLASS X-C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable-IO           Aggregate Certificate Notional Amount
                                         of the Class X-C Certificates as of
                                         the Closing Date: $1,975,874,684

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class X-C Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. X-C-3                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-C
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-C Certificate in that certain
beneficial ownership interest evidenced by the Class X-C Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-C Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-C
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-C Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-C Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-C Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
the Class X-C Certificates are exchangeable for new Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-C Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-C
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-C
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-10-4

                          FORM OF CLASS X-C CERTIFICATE

             CLASS X-C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                   WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Pass-Through Rate: Variable-IO           Aggregate Certificate Notional Amount
                                         of the Class X-C Certificates as of
                                         the Closing Date: $1,975,874,684

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class X-C Certificate as of the
                                         Closing Date: $475,874,684

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. X-C-4                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-C
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-C Certificate in that certain
beneficial ownership interest evidenced by the Class X-C Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-C Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-C
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-C Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-C Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-C Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
the Class X-C Certificates are exchangeable for new Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-C Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-C
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-C
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-10-5

                          FORM OF CLASS X-C CERTIFICATE

             CLASS X-C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable-IO           Aggregate Certificate Notional Amount
                                         of the Class X-C Certificates as of
                                         the Closing Date: $1,975,874,684

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class X-C Certificate as of the
                                         Closing Date: $0

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. X-C-5                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-C
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-C Certificate in that certain
beneficial ownership interest evidenced by the Class X-C Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-C Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-C
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-C Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-C Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class X-C Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
the Class X-C Certificates are exchangeable for new Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class X-C Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-C
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-C
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-11-1

                          FORM OF CLASS X-W CERTIFICATE

             CLASS X-W COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable-IO           Aggregate Certificate Notional Amount
                                         of the Class X-W Certificates as of
                                         the Closing Date: $5,927,624,052

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class X-W Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. X-W-1                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-W
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-W Certificate in that certain
beneficial ownership interest evidenced by the Class X-W 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), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-W Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-W
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-W Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-W Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-W 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 X-W Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-W
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-W
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-11-2

                          FORM OF CLASS X-W CERTIFICATE

             CLASS X-W COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable-IO           Aggregate Certificate Notional Amount
                                         of the Class X-W Certificates as of
                                         the Closing Date: $5,927,624,052

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class X-W Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. X-W-2                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-W
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-W Certificate in that certain
beneficial ownership interest evidenced by the Class X-W 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), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-W Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-W
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-W Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-W Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-W 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 X-W Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-W
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-W
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-11-3

                          FORM OF CLASS X-W CERTIFICATE

             CLASS X-W COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable-IO           Aggregate Certificate Notional Amount
                                         of the Class X-W Certificates as of
                                         the Closing Date: $5,927,624,052

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class X-W Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. X-W-3                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-W
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-W Certificate in that certain
beneficial ownership interest evidenced by the Class X-W 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), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-W Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-W
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-W Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-W Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-W 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 X-W Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-W
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-W
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>


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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-11-4

                          FORM OF CLASS X-W CERTIFICATE

             CLASS X-W COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable-IO           Aggregate Certificate Notional Amount
                                         of the Class X-W Certificates as of
                                         the Closing Date: $5,927,624,052

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class X-W Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. X-W-4                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-W
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-W Certificate in that certain
beneficial ownership interest evidenced by the Class X-W 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), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-W Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-W
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-W Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-W Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-W 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 X-W Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-W
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-W
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-11-5

                          FORM OF CLASS X-W CERTIFICATE

             CLASS X-W COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable-IO           Aggregate Certificate Notional Amount
                                         of the Class X-W Certificates as of
                                         the Closing Date: $5,927,624,052

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class X-W Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. X-W-5                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-W
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-W Certificate in that certain
beneficial ownership interest evidenced by the Class X-W 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), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-W Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-W
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-W Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-W Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-W 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 X-W Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-W
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-W
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-11-6

                          FORM OF CLASS X-W CERTIFICATE

             CLASS X-W COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable-IO           Aggregate Certificate Notional Amount
                                         of the Class X-W Certificates as of
                                         the Closing Date: $5,927,624,052

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class X-W Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. X-W-6                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-W
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-W Certificate in that certain
beneficial ownership interest evidenced by the Class X-W 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), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-W Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-W
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-W Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-W Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-W 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 X-W Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-W
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-W
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-11-7

                          FORM OF CLASS X-W CERTIFICATE

             CLASS X-W COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable-IO           Aggregate Certificate Notional Amount
                                         of the Class X-W Certificates as of
                                         the Closing Date: $5,927,624,052

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class X-W Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. X-W-7                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-W
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-W Certificate in that certain
beneficial ownership interest evidenced by the Class X-W 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), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-W Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-W
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-W Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-W Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-W 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 X-W Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-W
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-W
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-11-8

                          FORM OF CLASS X-W CERTIFICATE

             CLASS X-W COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                   WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable-IO           Aggregate Certificate Notional Amount
                                         of the Class X-W Certificates as of
                                         the Closing Date: $5,927,624,052

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class X-W Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. X-W-8                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-W
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-W Certificate in that certain
beneficial ownership interest evidenced by the Class X-W 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), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-W Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-W
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-W Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-W Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-W 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 X-W Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-W
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-W
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-11-9

                          FORM OF CLASS X-W CERTIFICATE

             CLASS X-W COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable-IO           Aggregate Certificate Notional Amount
                                         of the Class X-W Certificates as of
                                         the Closing Date: $5,927,624,052

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class X-W Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. X-W-9                    CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-W
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-W Certificate in that certain
beneficial ownership interest evidenced by the Class X-W 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), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-W Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-W
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-W Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-W Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-W 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 X-W Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-W
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-W
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-11-10

                          FORM OF CLASS X-W CERTIFICATE

             CLASS X-W COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable-IO           Aggregate Certificate Notional Amount
                                         of the Class X-W Certificates as of
                                         the Closing Date: $5,927,624,052

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class X-W Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. X-W-10                   CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-W
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-W Certificate in that certain
beneficial ownership interest evidenced by the Class X-W 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), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-W Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-W
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-W Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-W Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-W 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 X-W Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-W
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-W
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-11-11

                          FORM OF CLASS X-W CERTIFICATE

             CLASS X-W COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable-IO           Aggregate Certificate Notional Amount
                                         of the Class X-W Certificates as of
                                         the Closing Date: $5,927,624,052

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class X-W Certificate as of the
                                         Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. X-W-11                   CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-W
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-W Certificate in that certain
beneficial ownership interest evidenced by the Class X-W 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), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-W Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-W
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-W Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-W Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-W 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 X-W Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-W
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-W
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-11-12

                          FORM OF CLASS X-W CERTIFICATE

             CLASS X-W COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable-IO           Aggregate Certificate Notional Amount
                                         of the Class X-W Certificates as of
                                         the Closing Date: $5,927,624,052

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class X-W Certificate as of the
                                         Closing Date: $427,624,052

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. X-W-12                   CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-W
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-W Certificate in that certain
beneficial ownership interest evidenced by the Class X-W 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), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-W Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-W
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-W Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-W Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-W 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 X-W Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-W
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-W
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-11-13

                          FORM OF CLASS X-W CERTIFICATE

             CLASS X-W COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable-IO           Aggregate Certificate Notional Amount
                                         of the Class X-W Certificates as of
                                         the Closing Date: $5,927,624,052

Date of Pooling and Servicing            Certificate Notional Amount of this
Agreement: as of March 1, 2007           Class X-W Certificate as of the
                                         Closing Date: $0

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. X-W-13                   CUSIP No. [_]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 REPRESENTS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-W
CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS
AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE
ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE
AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X-W Certificate in that certain
beneficial ownership interest evidenced by the Class X-W 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), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class X-W Certificates on the applicable Distribution Date
pursuant to the Agreement. The Pass-Through Rate applicable to the Class X-W
Certificates for each Distribution Date is as provided in the Agreement. All
distributions made under the Agreement on the Class X-W Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the "Paying Agent"), by wire
transfer of immediately available funds to the account of the Person entitled
thereto at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class X-W Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

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

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class X-W 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 X-W Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class X-W
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class X-W
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                          CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-12-1

                          FORM OF CLASS A-M CERTIFICATE

             CLASS A-M COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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-M Certificates as of the
                                         Closing Date: $540,349,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class A-M Certificate as of
                                         the Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. A-M-1                    CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS X-P CERTIFICATES, THE CLASS X-C CERTIFICATES AND THE CLASS X-W
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE AGREEMENT
REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES AND THE
CLASS A-1A CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN
REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-J,
CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K,
CLASS L, CLASS M, CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S 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 AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-M Certificate (obtained by
dividing the principal amount of this Class A-M Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-M Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-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), CWCapital Asset Management LLC (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (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-M Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-M Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-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 A-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,
the Class A-M Certificates are exchangeable for new Class A-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 A-M 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-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 A-M
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-M
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-12-2

                          FORM OF CLASS A-M CERTIFICATE

             CLASS A-M COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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-M Certificates as of the
                                         Closing Date: $540,349,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class A-M Certificate as of
                                         the Closing Date: $40,349,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. A-M-2                    CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS X-P CERTIFICATES, THE CLASS X-C CERTIFICATES AND THE CLASS X-W
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE AGREEMENT
REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES AND THE
CLASS A-1A CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN
REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-J,
CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K,
CLASS L, CLASS M, CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S 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 AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-M Certificate (obtained by
dividing the principal amount of this Class A-M Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-M Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-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), CWCapital Asset Management LLC (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (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-M Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-M Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-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 A-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,
the Class A-M Certificates are exchangeable for new Class A-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 A-M 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-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 A-M
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-M
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-13-1

                          FORM OF CLASS A-J CERTIFICATE

             CLASS A-J COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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-J Certificates as of the
                                         Closing Date: $671,798,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class A-J Certificate as of
                                         the Closing Date: $500,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. A-J-1                    CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS X-C CERTIFICATES
AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES AND THE
CLASS A-1A CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN
REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-M,
CLASS A-MFL, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H,
CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS
S 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 AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-J Certificate (obtained by
dividing the principal amount of this Class A-J Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-J Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-J Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as 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), CWCapital Asset Management LLC (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class A-J Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-J Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-J Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class A-J Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
the Class A-J Certificates are exchangeable for new Class A-J Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-J Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class A-J Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class A-J
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-J
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<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-13-2

                          FORM OF CLASS A-J CERTIFICATE

             CLASS A-J COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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-J Certificates as of the
                                         Closing Date: $671,798,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class A-J Certificate as of
                                         the Closing Date: $171,798,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. A-J-2                    CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS X-C CERTIFICATES
AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES AND THE
CLASS A-1A CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN
REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-M,
CLASS A-MFL, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H,
CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS
S 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 AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-J Certificate (obtained by
dividing the principal amount of this Class A-J Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-J Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-J Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as 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), CWCapital Asset Management LLC (herein
called the "Special Servicer", which term includes any successor entity under
the Agreement) and Wells Fargo Bank, N.A. (herein called the "Trustee", which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class A-J Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class A-J Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-J Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class A-J Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
the Class A-J Certificates are exchangeable for new Class A-J Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class A-J Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class A-J Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class A-J
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-J
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<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 B CERTIFICATE

              CLASS B COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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:
                                         $49,397,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class B Certificate as of the
                                         Closing Date: $49,397,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. B-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS X-P CERTIFICATES,
THE CLASS X-C CERTIFICATES AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES TO
THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES AND THE CLASS A-J CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF
THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O,
CLASS P, CLASS Q AND CLASS S 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 AGREEMENT
REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class B Certificate (obtained by dividing
the principal amount of this Class B Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class B Certificates (their "Class Principal Balance") as of the Closing Date in
that certain beneficial ownership interest evidenced by all the Class B
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class B Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class B Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

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

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class B Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class B Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class B
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class B
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-15

                           FORM OF CLASS C CERTIFICATE

              CLASS C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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:
                                         $79,035,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class C Certificate as of the
                                         Closing Date: $79,035,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. C-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS X-P CERTIFICATES, THE CLASS X-C CERTIFICATES AND THE CLASS X-W
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE AGREEMENT
REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES AND
THE CLASS B CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN
REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS D,
CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N,
CLASS O, CLASS P, CLASS Q AND CLASS S 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
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class C Certificate (obtained by dividing
the principal amount of this Class C Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class C Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class C
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class C Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class C Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

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

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class C Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class C
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class C
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-16

                           FORM OF CLASS D CERTIFICATE

              CLASS D COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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:
                                         $69,155,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class D Certificate as of the
                                         Closing Date: $69,155,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. D-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS X-C CERTIFICATES
AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES AND THE CLASS C CERTIFICATES OF THE SAME SERIES IS REDUCED
TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K,
CLASS L, CLASS M, CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S 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 AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class D Certificate (obtained by dividing
the principal amount of this Class D Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class D Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class D
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class D Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class D Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the 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, the Class
D Certificates are exchangeable for new Class D Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class D Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class D Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class D
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer or the Majority Subordinate Certificateholder to purchase from
the Trust Fund all Mortgage Loans and each REO Property remaining therein. The
exercise of such right will effect early retirement of the Class D Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date
specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-17

                           FORM OF CLASS E CERTIFICATE

              CLASS E COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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:
                                         $59,277,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class E Certificate as of the
                                         Closing Date: $59,277,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. E-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS X-P CERTIFICATES,
THE CLASS X-C CERTIFICATES AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES TO
THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES AND THE CLASS D CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF
THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS F, CLASS G, CLASS H,
CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS
S 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 AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class E Certificate (obtained by dividing
the principal amount of this Class E Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class E Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class E
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class E Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class E Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the 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, the Class
E Certificates are exchangeable for new Class E Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class E Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of Class E Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class E
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer or the Majority Subordinate Certificateholder to purchase from
the Trust Fund all Mortgage Loans and each REO Property remaining therein. The
exercise of such right will effect early retirement of the Class E Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date
specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-18

                           FORM OF CLASS F CERTIFICATE

              CLASS F COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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:
                                         $69,155,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class F Certificate as of the
                                         Closing Date: $69,155,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. F-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS X-P CERTIFICATES, THE CLASS X-C CERTIFICATES AND THE CLASS X-W
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE AGREEMENT
REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES AND THE
CLASS E CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN
REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P, CLASS Q
AND CLASS S 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 AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class F Certificate (obtained by dividing
the principal amount of this Class F Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class F Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class F
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class F Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class F Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the 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, the 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 service charge will be imposed for any registration of transfer
or exchange of Class F Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class F
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer or the Majority Subordinate Certificateholder to purchase from
the Trust Fund all Mortgage Loans and each REO Property remaining therein. The
exercise of such right will effect early retirement of the Class F Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date
specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-19-1

                           FORM OF CLASS G CERTIFICATE

              CLASS G COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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:
                                         $98,794,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class G Certificate as of the
                                         Closing Date: $98,794,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. G-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS F CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS X-C CERTIFICATES
AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES AND THE CLASS F CERTIFICATES OF THE SAME SERIES IS REDUCED
TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N,
CLASS O, CLASS P, CLASS Q AND CLASS S 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
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class G Certificate (obtained by dividing
the principal amount of this Class G Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class G Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class G
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class G Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class G Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the 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, the 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 Initial
Purchaser 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee,
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class G Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class G Certificate without registration or qualification. Any
Class G Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class G Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class G Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class G
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class G
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-19-2

                           FORM OF CLASS G CERTIFICATE

              CLASS G COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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:
                                         $98,794,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class G Certificate as of the
                                         Closing Date: $0

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. G-2                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS F CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS X-C CERTIFICATES
AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES AND THE CLASS F CERTIFICATES OF THE SAME SERIES IS REDUCED
TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N,
CLASS O, CLASS P, CLASS Q AND CLASS S 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
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class G Certificate (obtained by dividing
the principal amount of this Class G Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class G Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class G
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class G Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class G Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the 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, the 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 Initial
Purchaser 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee,
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class G Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class G Certificate without registration or qualification. Any
Class G Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class G Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class G Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class G
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class G
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-20-1

                           FORM OF CLASS H CERTIFICATE

              CLASS H COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable              Class Principal Balance of the Class H
                                         Certificates as of the Closing Date:
                                         $79,035,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class H Certificate as of the
                                         Closing Date: $79,035,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. H-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS X-P CERTIFICATES,
THE CLASS X-C CERTIFICATES AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES TO
THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES AND THE CLASS G CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF
THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S 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 AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class H Certificate (obtained by dividing
the principal amount of this Class H Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class H Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class H
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class H Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class H Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class H Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            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, the 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 Initial
Purchaser 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3 Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee, the
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class H Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class H Certificate without registration or qualification. Any
Class H Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class H Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class H Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class H
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class H
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-20-2

                           FORM OF CLASS H CERTIFICATE

              CLASS H COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable              Class Principal Balance of the Class H
                                         Certificates as of the Closing Date:
                                         $79,035,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class H Certificate as of the
                                         Closing Date: $0

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. H-2                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS X-P CERTIFICATES,
THE CLASS X-C CERTIFICATES AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES TO
THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES AND THE CLASS G CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF
THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S 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 AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class H Certificate (obtained by dividing
the principal amount of this Class H Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class H Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class H
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class H Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class H Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class H Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            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, the 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 Initial
Purchaser 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3 Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee, the
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class H Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class H Certificate without registration or qualification. Any
Class H Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class H Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class H Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class H
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class H
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-21-1

                           FORM OF CLASS J CERTIFICATE

              CLASS J COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable              Class Principal Balance of the Class J
                                         Certificates as of the Closing Date:
                                         $88,914,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class J Certificate as of the
                                         Closing Date: $88,914,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. J-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES,
THE CLASS X-P CERTIFICATES, THE CLASS X-C CERTIFICATES AND THE CLASS X-W
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE AGREEMENT
REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES AND THE
CLASS H CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN
REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS K,
CLASS L, CLASS M, CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S 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 AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class J Certificate (obtained by dividing
the principal amount of this Class J Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class J Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class J
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class J Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class J Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the 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, the 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 Initial
Purchaser 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee,
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class J Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class J Certificate without registration or qualification. Any
Class J Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class J Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class J Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class J
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class J
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-21-2

                           FORM OF CLASS J CERTIFICATE

              CLASS J COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable              Class Principal Balance of the Class J
                                         Certificates as of the Closing Date:
                                         $88,914,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class J Certificate as of the
                                         Closing Date: $0

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. J-2                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES,
THE CLASS X-P CERTIFICATES, THE CLASS X-C CERTIFICATES AND THE CLASS X-W
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE AGREEMENT
REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES AND THE
CLASS H CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN
REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS K,
CLASS L, CLASS M, CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S 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 AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class J Certificate (obtained by dividing
the principal amount of this Class J Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class J Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class J
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class J Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class J Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the 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, the 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 Initial
Purchaser 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee,
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class J Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class J Certificate without registration or qualification. Any
Class J Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class J Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class J Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class J
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class J
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-22-1

                           FORM OF CLASS K CERTIFICATE

              CLASS K COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable              Class Principal Balance of the Class K
                                         Certificates as of the Closing Date:
                                         $79,035,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class K Certificate as of the
                                         Closing Date: $64,035,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. K-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES,
THE CLASS J CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS X-C CERTIFICATES
AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS X-P CERTIFICATES, THE
CLASS X-C CERTIFICATES AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES IS
REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE
CERTIFICATE PRINCIPAL BALANCE OF THE CLASS L, CLASS M, CLASS N, CLASS O, CLASS
P, CLASS Q AND CLASS S 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 AGREEMENT
REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class K Certificate (obtained by dividing
the principal amount of this Class K Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class K Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class K
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class K Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class K Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the 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, the 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 Initial
Purchaser 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee, the
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class K Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class K Certificate without registration or qualification. Any
Class K Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class K Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class K Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class K
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class K
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-22-2

                           FORM OF CLASS K CERTIFICATE

              CLASS K COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                               SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable              Class Principal Balance of the Class K
                                         Certificates as of the Closing Date:
                                         $79,035,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class K Certificate as of the
                                         Closing Date: $15,000,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. K-2                      CUSIP No. [_]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 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.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES,
THE CLASS J CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS X-C CERTIFICATES
AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS X-P CERTIFICATES, THE
CLASS X-C CERTIFICATES AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES IS
REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE
CERTIFICATE PRINCIPAL BALANCE OF THE CLASS L, CLASS M, CLASS N, CLASS O, CLASS
P, CLASS Q AND CLASS S 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 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 CWCapital LLC 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), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class K Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class K Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the 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, the 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 Initial
Purchaser 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee, the
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class K Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class K Certificate without registration or qualification. Any
Class K Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class K Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class K Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class K
Certificates.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class K
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-22-3

                           FORM OF CLASS K CERTIFICATE

              CLASS K COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST


Pass-Through Rate: Variable              Class Principal Balance of the Class K
                                         Certificates as of the Closing Date:
                                         $79,035,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class K Certificate as of the
                                         Closing Date: $0

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. K-3                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES,
THE CLASS J CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS X-C CERTIFICATES
AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES AND THE CLASS J CERTIFICATES OF THE SAME SERIES IS REDUCED
TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS L, CLASS M, CLASS N, CLASS O, CLASS P, CLASS Q
AND CLASS S 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 AGREEMENT REFERRED TO
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class K Certificate (obtained by dividing
the principal amount of this Class K Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class K Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class K
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class K Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class K Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the 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, the 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 Initial
Purchaser 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee, the
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class K Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class K Certificate without registration or qualification. Any
Class K Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class K Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class K Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class K
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class K
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-23-1

                           FORM OF CLASS L CERTIFICATE

              CLASS L COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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:
                                         $39,518,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class L Certificate as of the
                                         Closing Date: $39,518,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. L-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES,
THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS X-P CERTIFICATES,
THE CLASS X-C CERTIFICATES AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES TO
THE EXTENT DESCRIBED IN THE 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 BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES AND THE CLASS K CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF
THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS M, CLASS N, CLASS O,
CLASS P, CLASS Q AND CLASS S 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 AGREEMENT
REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class L Certificate (obtained by dividing
the principal amount of this Class L Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class L Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class L
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class L Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class L Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the 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, the 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 Initial
Purchaser 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee,
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class L Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class L Certificate without registration or qualification. Any
Class L Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class L Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class L Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class L
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class L
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-23-2

                           FORM OF CLASS L CERTIFICATE

              CLASS L COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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:
                                         $39,518,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class L Certificate as of the
                                         Closing Date: $0

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. L-2                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES,
THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS X-P CERTIFICATES,
THE CLASS X-C CERTIFICATES AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES TO
THE EXTENT DESCRIBED IN THE 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 BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES AND THE CLASS K CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF
THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS M, CLASS N, CLASS O,
CLASS P, CLASS Q AND CLASS S 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 AGREEMENT
REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class L Certificate (obtained by dividing
the principal amount of this Class L Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class L Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class L
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class L Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class L Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the 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, the 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 Initial
Purchaser 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee,
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class L Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class L Certificate without registration or qualification. Any
Class L Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class L Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class L Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class L
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class L
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-24-1

                           FORM OF CLASS M CERTIFICATE

              CLASS M COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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:
                                         $19,759,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class M Certificate as of the
                                         Closing Date: $19,759,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. M-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES,
THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES,
THE CLASS X-P CERTIFICATES, THE CLASS X-C CERTIFICATES AND THE CLASS X-W
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE 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 BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES AND THE
CLASS L CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN
REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS N,
CLASS O, CLASS P, CLASS Q AND CLASS S 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
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M Certificate (obtained by dividing
the principal amount of this Class M Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class M Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class M
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class M Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class M Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the 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, the 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 Initial
Purchaser 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee, the
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class M Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class M Certificate without registration or qualification. Any
Class M Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class M Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class M Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class M
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class M
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-24-2

                           FORM OF CLASS M CERTIFICATE

              CLASS M COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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:
                                         $19,759,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class M Certificate as of the
                                         Closing Date: $0

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. M-2                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES,
THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES,
THE CLASS X-P CERTIFICATES, THE CLASS X-C CERTIFICATES AND THE CLASS X-W
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE 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 BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES AND THE
CLASS L CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN
REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS N,
CLASS O, CLASS P, CLASS Q AND CLASS S 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
AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M Certificate (obtained by dividing
the principal amount of this Class M Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class M Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class M
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class M Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class M Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the 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, the 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 Initial
Purchaser 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee, the
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class M Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class M Certificate without registration or qualification. Any
Class M Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class M Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class M Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class M
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class M
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-25-1

                           FORM OF CLASS N CERTIFICATE

              CLASS N COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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:
                                         $29,638,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class N Certificate as of the
                                         Closing Date: $29,638,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. N-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES,
THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES,
THE CLASS M CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS X-C CERTIFICATES
AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE
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 BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE
CLASS L CERTIFICATES AND THE CLASS M CERTIFICATES OF THE SAME SERIES IS REDUCED
TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS O, CLASS P, CLASS Q AND CLASS S 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 AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class N Certificate (obtained by dividing
the principal amount of this Class N Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class N Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class N
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class N Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class N Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class N Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            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, the 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 Initial
Purchaser 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee,
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class N Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class N Certificate without registration or qualification. Any
Class N Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class N Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class N Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class N
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class N
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-25-2

                           FORM OF CLASS N CERTIFICATE

              CLASS N COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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:
                                         $29,638,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class N Certificate as of the
                                         Closing Date: $0

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. N-2                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES,
THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES,
THE CLASS M CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS X-C CERTIFICATES
AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE
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 BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE
CLASS L CERTIFICATES AND THE CLASS M CERTIFICATES OF THE SAME SERIES IS REDUCED
TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS O, CLASS P, CLASS Q AND CLASS S 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 AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class N Certificate (obtained by dividing
the principal amount of this Class N Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class N Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class N
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class N Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class N Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class N Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            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, the 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 Initial
Purchaser 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee,
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class N Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class N Certificate without registration or qualification. Any
Class N Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class N Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class N Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class N
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class N
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>



                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________
for the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its
agent.

<PAGE>

                                 EXHIBIT A-26-1

                           FORM OF CLASS O CERTIFICATE

              CLASS O COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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:
                                         $19,758,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class O Certificate as of the
                                         Closing Date: $19,758,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. O-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES,
THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES,
THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES, THE CLASS X-P CERTIFICATES,
THE CLASS X-C CERTIFICATES AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES TO
THE EXTENT DESCRIBED IN THE 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 BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE
CLASS L CERTIFICATES, THE CLASS M CERTIFICATES AND THE CLASS N CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF
THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS P, CLASS Q AND CLASS S
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 AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class O Certificate (obtained by dividing
the principal amount of this Class O Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class O Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class O
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class O Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class O Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class O Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            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, the 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 Initial
Purchaser 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee, the
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class O Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class O Certificate without registration or qualification. Any
Class O Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class O Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class O Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class O
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class O
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-26-2

                           FORM OF CLASS O CERTIFICATE

              CLASS O COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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:
                                         $19,758,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class O Certificate as of the
                                         Closing Date: $0

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. O-2                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES,
THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES,
THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES, THE CLASS X-P CERTIFICATES,
THE CLASS X-C CERTIFICATES AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES TO
THE EXTENT DESCRIBED IN THE 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 BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE
CLASS L CERTIFICATES, THE CLASS M CERTIFICATES AND THE CLASS N CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF
THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS P, CLASS Q AND CLASS S
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 AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class O Certificate (obtained by dividing
the principal amount of this Class O Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class O Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class O
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class O Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class O Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class O Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            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, the 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 Initial
Purchaser 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee, the
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class O Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class O Certificate without registration or qualification. Any
Class O Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class O Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class O Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class O
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class O
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-27-1

                           FORM OF CLASS P CERTIFICATE

              CLASS P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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 P
                                         Certificates as of the Closing Date:
                                         $9,880,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class P Certificate as of the
                                         Closing Date: $9,880,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. P-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES,
THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES,
THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES, THE CLASS O CERTIFICATES,
THE CLASS X-P CERTIFICATES, THE CLASS X-C CERTIFICATES AND THE CLASS X-W
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE 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 BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE
CLASS L CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES AND THE
CLASS O CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN
REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS Q
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 AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class P Certificate (obtained by dividing
the principal amount of this Class P Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class P Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class P
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class P Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class P Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class P Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class P Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, the Class
P Certificates are exchangeable for new Class P Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class P Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchaser 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee,
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class P Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class P Certificate without registration or qualification. Any
Class P Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class P Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class P Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class P
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class P
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-27-2

                           FORM OF CLASS P CERTIFICATE

              CLASS P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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 P
                                         Certificates as of the Closing Date:
                                         $9,880,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class P Certificate as of the
                                         Closing Date: $0

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. P-2                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES,
THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES,
THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES, THE CLASS O CERTIFICATES,
THE CLASS X-P CERTIFICATES, THE CLASS X-C CERTIFICATES AND THE CLASS X-W
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE 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 BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE
CLASS L CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES AND THE
CLASS O CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN
REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS Q
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 AGREEMENT REFERRED TO HEREIN.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class P Certificate (obtained by dividing
the principal amount of this Class P Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class P Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class P
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class P Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class P Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class P Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class P Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, the Class
P Certificates are exchangeable for new Class P Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class P Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Initial
Purchaser 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee,
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class P Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class P Certificate without registration or qualification. Any
Class P Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class P Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class P Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class P
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class P
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: March 28, 2007


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



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

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


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



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-28-1

                           FORM OF CLASS Q CERTIFICATE

              CLASS Q COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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 Q
                                         Certificates as of the Closing Date:
                                         $19,759,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class Q Certificate as of the
                                         Closing Date: $19,759,000

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. Q-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES,
THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES,
THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES, THE CLASS O CERTIFICATES,
THE CLASS P CERTIFICATES, THE CLASS S CERTIFICATES, THE CLASS X-P CERTIFICATES,
THE CLASS X-C CERTIFICATES AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES TO
THE EXTENT DESCRIBED IN THE 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 BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE
CLASS L CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES, THE
CLASS O CERTIFICATES, THE CLASS P CERTIFICATES, AND THE CLASS S CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION,
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT
REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class Q Certificate (obtained by dividing
the principal amount of this Class Q Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class Q Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class Q
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), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (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 Q Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class Q Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class Q 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 Q 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, the Class
Q Certificates are exchangeable for new Class Q 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 Q Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class Q 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 Initial
Purchaser 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee,
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class Q 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 Q Certificate without registration or qualification. Any
Class Q Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class Q Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class Q 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 Q
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class Q
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 28, 2007


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

            This is one of the Class Q Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-28-2

                           FORM OF CLASS Q CERTIFICATE

              CLASS Q COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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 Q
                                         Certificates as of the Closing Date:
                                         $19,759,000

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class Q Certificate as of the
                                         Closing Date: $0

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. Q-2                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES,
THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES,
THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES, THE CLASS O CERTIFICATES,
THE CLASS P CERTIFICATES, THE CLASS S CERTIFICATES, THE CLASS X-P CERTIFICATES,
THE CLASS X-C CERTIFICATES AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES TO
THE EXTENT DESCRIBED IN THE 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 BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE
CLASS L CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES, THE
CLASS O CERTIFICATES, THE CLASS P CERTIFICATES, AND THE CLASS S CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION,
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT
REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class Q Certificate (obtained by dividing
the principal amount of this Class Q Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class Q Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class Q
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), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (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 Q Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class Q Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class Q 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 Q 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, the Class
Q Certificates are exchangeable for new Class Q 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 Q Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class Q 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 Initial
Purchaser 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee,
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class Q 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 Q Certificate without registration or qualification. Any
Class Q Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class Q Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class Q 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 Q
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class Q
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 28, 2007


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

            This is one of the Class Q Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-29-1

                           FORM OF CLASS S CERTIFICATE

              CLASS S COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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 S
                                         Certificates as of the Closing Date:
                                         $98,793,737

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class S Certificate as of the
                                         Closing Date: $98,793,737

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. S-1                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES,
THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES,
THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES, THE CLASS O CERTIFICATES,
THE CLASS P CERTIFICATES, THE CLASS Q CERTIFICATES, THE CLASS X-P CERTIFICATES,
THE CLASS X-C CERTIFICATES AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES TO
THE EXTENT DESCRIBED IN THE 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 BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE
CLASS L CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES, THE
CLASS O CERTIFICATES, THE CLASS P CERTIFICATES AND THE CLASS Q CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION,
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT
REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class S Certificate (obtained by dividing
the principal amount of this Class S Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class S Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class S
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), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (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 S Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class S Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class S 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 S 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, the Class
S Certificates are exchangeable for new Class S 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 S Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class S 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 Initial
Purchaser 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee,
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class S 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 S Certificate without registration or qualification. Any
Class S Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class S Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class S 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 S
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class S
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 28, 2007


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

            This is one of the Class S Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                 EXHIBIT A-29-2

                           FORM OF CLASS S CERTIFICATE

              CLASS S COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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 S
                                         Certificates as of the Closing Date:
                                         $98,793,737

Date of Pooling and Servicing            Initial Certificate Principal Balance
Agreement: as of March 1, 2007           of this Class S Certificate as of the
                                         Closing Date: $0

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank, N.A.
National Association

Special Servicer: CWCapital Asset
Management LLC

Certificate No. S-2                      CUSIP No. [_]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE
CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES,
THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES,
THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES,
THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES,
THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES, THE CLASS O CERTIFICATES,
THE CLASS P CERTIFICATES, THE CLASS Q CERTIFICATES, THE CLASS X-P CERTIFICATES,
THE CLASS X-C CERTIFICATES AND THE CLASS X-W CERTIFICATES OF THE SAME SERIES TO
THE EXTENT DESCRIBED IN THE 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 BALANCE OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-5 CERTIFICATES, THE CLASS
A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE
CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE
CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE
CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE
CLASS L CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES, THE
CLASS O CERTIFICATES, THE CLASS P CERTIFICATES AND THE CLASS Q CERTIFICATES OF
THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION,
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE AGREEMENT
REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class S Certificate (obtained by dividing
the principal amount of this Class S Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class S Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class S
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), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (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 S Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class S Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution. Also notwithstanding the foregoing, any distribution that may be
made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class S 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 S 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, the Class
S Certificates are exchangeable for new Class S 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 S Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class S 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 Initial
Purchaser 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee,
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class S 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 S Certificate without registration or qualification. Any
Class S Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class S Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class S 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 S
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class S
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 28, 2007


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

            This is one of the Class S Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>



                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________
for the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its
agent.

<PAGE>

                                  EXHIBIT A-30

                          FORM OF CLASS R-I CERTIFICATE

             CLASS R-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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: March 1, 2007                 Class R-I Certificate: 100%

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007  Trustee: Wells Fargo Bank, N.A.

Master Servicer: Wachovia Bank,          Special Servicer: CWCapital Asset
National Association                     Management LLC

Certificate No. R-I-1

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS A-PB, CLASS A-5, CLASS A-1A, CLASS A-M, CLASS A-J, CLASS B, CLASS C,
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES OF THE SAME SERIES
TO THE EXTENT DESCRIBED IN THE 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 AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT
IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE
REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE AGREEMENT REFERRED TO HEREIN, INCLUDING,
BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.

            This certifies that Wachovia Bank, National Association is the
registered owner of the Percentage Interest evidenced by this Class R-I
Certificate (as specified above) in that certain beneficial ownership interest
evidenced by all the Class R-I Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Wachovia Commercial Mortgage Securities, Inc. (herein called
the "Depositor", which term includes any successor entity under the Agreement),
Wachovia Bank, National Association (herein called the "Master Servicer", which
term includes any successor entity under the Agreement), CWCapital Asset
Management LLC (herein called the "Special Servicer", which term includes any
successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called
the "Trustee", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
respective meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (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 or its 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel satisfactory to the Certificate
Registrar to the effect that such transfer may be made without registration
under the Securities Act (which Opinion of Counsel shall not be an expense of
the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee, the Paying
Agent or the Certificate Registrar is obligated to register or qualify the Class
R-I Certificates under the Securities Act or any other securities law or to take
any action not otherwise required under the Agreement to permit the transfer of
any Class R-I Certificate without registration or qualification. Any Class R-I
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class R-I Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No transfer of this Class R-I Certificate or any interest therein
shall be made to (A) a Plan or (B) any Person who is directly or indirectly
purchasing the Class R-I Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan (including, without
limitation, any insurance company using assets in its general or separate
account that may constitute assets of a Plan). As a condition to its
registration of transfer of this Class R-I Certificate, the Certificate
Registrar shall have the right to require the prospective transferee of such
Certificate, if it is not a Plan or Person described in clause (B) of the
preceding sentence, to execute a certification to that effect substantially in
the form of Exhibit H to the Agreement.

            This Certificate represents the "residual interest" in REMIC I as
defined in the Agreement. Each Person who has or who acquires any Ownership
Interest in this Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the provisions of Section
5.02(d) of the Agreement and, if any purported Transferee shall become a Holder
of this Certificate in violation of the provisions of such Section 5.02(d), to
have irrevocably authorized Wells Fargo Bank, N.A., as paying agent (the "Paying
Agent"), under clause (ii)(A) of such Section 5.02(d) to deliver payments to a
Person other than such Person and to have irrevocably authorized the Certificate
Registrar under clause (ii)(B) of such Section 5.02(d) to negotiate the terms of
any mandatory sale and to execute all instruments of Transfer and to do all
other things necessary in connection with any such sale. Each Person holding or
acquiring any Ownership Interest in this Certificate must be a Permitted
Transferee and shall promptly notify the Master Servicer, the Paying Agent and
the Certificate Registrar of any change or impending change in its status as a
Permitted Transferee. In connection with any proposed Transfer of any Ownership
Interest in this Certificate, the Certificate Registrar shall require delivery
to it, and shall not register the Transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit H-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 Transferee must also state
in the Transfer Affidavit and Agreement that (A) it has historically paid its
debts as they have come due and intends to continue to pay its debts as they
come due in the future, (B) it understands that it may incur tax liabilities
with respect to this certificate in excess of cash flows generated thereby, (C)
it intends to pay any taxes associated with holding this certificate as they
become due, (D) it will not cause income from this certificate to be
attributable to a foreign permanent establishment or fixed base (within the
meaning of an applicable income tax treaty) of its own or of any other person
and (E) it will not transfer this certificate to any person or entity that does
not provide a similar affidavit. Any purported transfer to a Disqualified
Organization or other person that is not a Permitted Transferee or otherwise in
violation of these restrictions shall be absolutely null and void and shall vest
no rights in any purported transferee. If this certificate represents a
"non-economic residual interest", as defined in Treasury Regulations Section
1.860E-1(c), transfers of this certificate may be disregarded for federal income
tax purposes. In order to satisfy a regulatory safe harbor under which such
transfers will not be disregarded, the transferor may be required, among other
things, to satisfy itself as to the financial condition of the proposed
transferee and either to transfer at a minimum price or to an eligible
transferee as specified in regulations.

            Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
herein and (y) not to transfer its Ownership Interest unless it provides to the
Certificate Registrar a certificate substantially in the form attached as
Exhibit H-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
Paying Agent written notice that it is a "pass-through interest holder" within
the meaning of temporary Treasury Regulation Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring such Ownership Interest, if it is, or is holding such
Ownership Interest on behalf of, a "pass-through interest holder".

            The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Certificate Registrar and the Master Servicer the following: (a) written
confirmation from each Rating Agency to the effect that the modification of,
addition to or elimination of such provisions will not cause such Rating Agency
to qualify, downgrade or withdraw its then-current ratings of any Class of
Certificates; and (b) an Opinion of Counsel, in form and substance satisfactory
to the Certificate Registrar and the Master Servicer, obtained at the expense of
the party seeking such modification of, addition to or elimination of such
provisions (but in no event at the expense of the Trust Fund), to the effect
that such modification of, addition to or elimination of such provisions will
not cause the Trust Fund to (x) cease to qualify as two REMICs or (y) be subject
to an entity-level tax caused by the transfer of this Class R-I Certificate to a
Person which is not a Permitted Transferee, or cause a Person other than the
prospective Transferee to be subject to a REMIC-related tax caused by the
transfer of this Class R-I Certificate to a Person which is not a Permitted
Transferee.

            A "Permitted Transferee" is any Transferee of a Residual Certificate
other than a (i) Disqualified Organization, (ii) a Plan, (iii) a Disqualified
Non-United States Person, (iv) a United States Person treated as a partnership
for federal income tax purposes, any partner of which, directly or indirectly
(except through a U.S. corporation), is (or is permitted under the related
partnership agreement to be) a Disqualified Non-United States Person, or (v) a
United States Person with respect to whom income on the Residual Certificate is
allocable to a foreign permanent establishment or fixed base, within the meaning
of an applicable income tax treaty, of such Person or any other United States
Person. A "Disqualified Organization" is any of the following: (i) the United
States or a possession thereof, any State or any political subdivision thereof,
or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax and, except for FHLMC, a majority of its board of directors is not selected
by any such governmental unit), (ii) a foreign government, international
organization, or any agency or instrumentality of either of the foregoing, (iii)
any organization (except certain farmers' cooperatives described in Section 521
of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
(unless such organization is subject to the tax imposed by Section 511 of the
Code on unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381 of the Code or (v) any other Person so
designated by the Paying Agent or the Certificate Registrar based upon an
Opinion of Counsel (which shall not be an expense of the Paying Agent) that the
holding of an Ownership Interest in a Class R-I Certificate by such Person may
cause the Trust Fund or any Person having an Ownership Interest in any Class of
Certificates, other than such Person, to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Class R-I Certificate to such Person. The terms
"United States", "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.

            A "Disqualified Non-United States Person" is any Non-United States
Person or agent thereof other than (i) a Non-United States Person that holds
this Certificate in connection with the conduct of a trade or business within
the United States and has furnished the transferor and the Certificate Registrar
with an effective IRS Form W-8ECI (or successor form) or (ii) a Non-United
States Person that has delivered to both the transferor and the Certificate
Registrar an opinion of a nationally recognized tax counsel to the effect that
the transfer of this Certificate to it is in accordance with the requirements of
the Code and the regulations promulgated thereunder and that such transfer of
this Certificate will not be disregarded for federal income tax purposes.

            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 (or, to the extent
provided in applicable Treasury regulations, certain trusts in existence on
August 20, 1996, that are eligible to elect to be treated as United States
Persons).

            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 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 therein. The
exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date
specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 28, 2007


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

            This is one of the Class R-I Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-31

                         FORM OF CLASS R-II CERTIFICATE

            CLASS R-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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: March 1, 2007                 Class R-II Certificate: 100%

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007  Trustee: Wells Fargo Bank, N.A.

Master Servicer: Wachovia Bank,          Special Servicer: CWCapital Asset
National Association                     Management LLC

Certificate No. R-II-1

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS A-PB, CLASS A-5, CLASS A-1A, CLASS A-M, CLASS A-J, CLASS B, CLASS C,
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES OF THE SAME SERIES
TO THE EXTENT DESCRIBED IN THE 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 AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT
IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE
REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE AGREEMENT REFERRED TO HEREIN, INCLUDING,
BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.

            This certifies that Wachovia Bank, National Association is the
registered owner of the Percentage Interest evidenced by this Class R-II
Certificate (as specified above) in that certain beneficial ownership interest
evidenced by all the Class R-II Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Wachovia Commercial Mortgage Securities, Inc. (herein called
the "Depositor", which term includes any successor entity under the Agreement),
Wachovia Bank, National Association (herein called the "Master Servicer", which
term includes any successor entity under the Agreement), CWCapital Asset
Management LLC (herein called the "Special Servicer", which term includes any
successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called
the "Trustee", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
respective meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (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 or its 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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel satisfactory to the Certificate
Registrar to the effect that such transfer may be made without registration
under the Securities Act (which Opinion of Counsel shall not be an expense of
the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee, the Paying
Agent or the Certificate Registrar is obligated to register or qualify the Class
R-II Certificates under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
transfer of any Class R-II Certificate without registration or qualification.
Any Class R-II Certificateholder desiring to effect such a transfer shall, and
by the acceptance of its Class R-II Certificate agrees to, indemnify the
Trustee, the Certificate Registrar, the Paying Agent and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No transfer of this Class R-II Certificate or any interest therein
shall be made to (A) a Plan or (B) any Person who is directly or indirectly
purchasing the Class R-II Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan (including, without
limitation, any insurance company using assets in its general or separate
account that may constitute assets of a Plan). As a condition to its
registration of transfer of this Class R-II Certificate, the Certificate
Registrar shall have the right to require the prospective transferee of such
Certificate, if it is not a Plan or Person described in clause (B) of the
preceding sentence, to execute a certification to that effect substantially in
the form of Exhibit H to the Agreement.

            This Certificate represents the "residual interest" in REMIC II, as
defined in the Agreement. Each Person who has or who acquires any Ownership
Interest in this Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the provisions of Section
5.02(d) of the Agreement and, if any purported Transferee shall become a Holder
of this Certificate in violation of the provisions of such Section 5.02(d), to
have irrevocably authorized Wells Fargo Bank, N.A., as paying agent (the "Paying
Agent"), under clause (ii)(A) of such Section 5.02(d) to deliver payments to a
Person other than such Person and to have irrevocably authorized the Certificate
Registrar under clause (ii)(B) of such Section 5.02(d) to negotiate the terms of
any mandatory sale and to execute all instruments of Transfer and to do all
other things necessary in connection with any such sale. Each Person holding or
acquiring any Ownership Interest in this Certificate must be a Permitted
Transferee and shall promptly notify the Master Servicer, the Paying Agent and
the Certificate Registrar of any change or impending change in its status as a
Permitted Transferee. In connection with any proposed Transfer of any Ownership
Interest in this Certificate, the Certificate Registrar shall require delivery
to it, and shall not register the Transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit H-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 Transferee must also state
in the Transfer Affidavit and Agreement that (A) it has historically paid its
debts as they have come due and intends to continue to pay its debts as they
come due in the future, (B) it understands that it may incur tax liabilities
with respect to this certificate in excess of cash flows generated thereby, (C)
it intends to pay any taxes associated with holding this certificate as they
become due, (D) it will not cause income from this certificate to be
attributable to a foreign permanent establishment or fixed base (within the
meaning of an applicable income tax treaty) of its own or of any other person
and (E) it will not transfer this certificate to any person or entity that does
not provide a similar affidavit. Any purported transfer to a Disqualified
Organization or other person that is not a Permitted Transferee or otherwise in
violation of these restrictions shall be absolutely null and void and shall vest
no rights in any purported transferee. If this certificate represents a
"non-economic residual interest", as defined in Treasury Regulations Section
1.860E-1(c), transfers of this certificate may be disregarded for federal income
tax purposes. In order to satisfy a regulatory safe harbor under which such
transfers will not be disregarded, the transferor may be required, among other
things, to satisfy itself as to the financial condition of the proposed
transferee and either to transfer at a minimum price or to an eligible
transferee as specified in regulations.

            Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
herein and (y) not to transfer its Ownership Interest unless it provides to the
Certificate Registrar a certificate substantially in the form attached as
Exhibit H-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
Paying Agent written notice that it is a "pass-through interest holder" within
the meaning of temporary Treasury Regulation Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring such Ownership Interest, if it is, or is holding such
Ownership Interest on behalf of, a "pass-through interest holder".

            The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Certificate Registrar and the Master Servicer the following: (a) written
confirmation from each Rating Agency to the effect that the modification of,
addition to or elimination of such provisions will not cause such Rating Agency
to qualify, downgrade or withdraw its then-current ratings of any Class of
Certificates; and (b) an Opinion of Counsel, in form and substance satisfactory
to the Certificate Registrar and the Master Servicer, obtained at the expense of
the party seeking such modification of, addition to or elimination of such
provisions (but in no event at the expense of the Trust Fund), to the effect
that such modification of, addition to or elimination of such provisions will
not cause the Trust Fund to (x) cease to qualify as two REMICs or (y) be subject
to an entity-level tax caused by the Transfer of any Class R-II Certificate to a
Person which is not a Permitted Transferee, or cause a Person other than the
prospective Transferee to be subject to a REMIC-related tax caused by the
transfer of this Class R-II Certificate to a Person which is not a Permitted
Transferee.

            A "Permitted Transferee" is any Transferee of a Residual Certificate
other than a (i) Disqualified Organization, (ii) a Plan, (iii) a Disqualified
Non-United States Person, (iv) a United States Person treated as a partnership
for federal income tax purposes, any partner of which, directly or indirectly
(except through a U.S. corporation), is (or is permitted under the related
partnership agreement to be) a Disqualified Non-United States Person, or (v) a
United States Person with respect to whom income on the Residual Certificate is
allocable to a foreign permanent establishment or fixed base, within the meaning
of an applicable income tax treaty, of such Person or any other United States
Person. A "Disqualified Organization" is any of the following: (i) the United
States or a possession thereof, any State or any political subdivision thereof,
or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax and, except for FHLMC, a majority of its board of directors is not selected
by any such governmental unit), (ii) a foreign government, international
organization, or any agency or instrumentality of either of the foregoing, (iii)
any organization (except certain farmers' cooperatives described in Section 521
of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
(unless such organization is subject to the tax imposed by Section 511 of the
Code on unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381 of the Code or (v) any other Person so
designated by the Paying Agent or the Certificate Registrar based upon an
Opinion of Counsel (which shall not be an expense of the Paying Agent) that the
holding of an Ownership Interest in a Class R-II Certificate by such Person may
cause the Trust Fund or any Person having an Ownership Interest in any Class of
Certificates, other than such Person, to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Class R-II Certificate to such Person. The terms
"United States", "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.

            A "Disqualified Non-United States Person" is any Non-United States
Person or agent thereof other than (i) a Non-United States Person that holds
this Certificate in connection with the conduct of a trade or business within
the United States and has furnished the transferor and the Certificate Registrar
with an effective IRS Form W-8ECI (or successor form) or (ii) a Non-United
States Person that has delivered to both the transferor and the Certificate
Registrar an opinion of a nationally recognized tax counsel to the effect that
the transfer of this Certificate to it is in accordance with the requirements of
the Code and the regulations promulgated thereunder and that such transfer of
this Certificate will not be disregarded for federal income tax purposes.

            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 (or, to the extent
provided in applicable Treasury regulations, certain trusts in existence on
August 20, 1996, that are eligible to elect to be treated as United States
Persons).

            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 whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 1% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date
specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 28, 2007


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

            This is one of the Class R-II Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative


<PAGE>

                                  ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by
the within Commercial Mortgage Pass-Through Certificate and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________



                                      __________________________________________
                                        Signature by or on behalf of Assignor



                                      __________________________________________
                                                Signature Guaranteed

<PAGE>

                          DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-32

                           FORM OF CLASS Z CERTIFICATE

              CLASS Z COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2007-C30

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: March 1, 2007                 Class Z Certificate: 100%

Closing Date: March 28, 2007             Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
                                         Date: $7,903,498,737

First Distribution Date: April 17, 2007  Trustee: Wells Fargo Bank, N.A.

Master Servicer: Wachovia Bank,          Special Servicer: CWCapital Asset
National Association                     Management LLC

Certificate No. Z-1

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF ADDITIONAL INTEREST AS SET FORTH IN THE AGREEMENT.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., CWCAPITAL ASSET
MANAGEMENT LLC, 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 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 Cadim TACH inc. is the registered owner of the
Percentage Interest evidenced by this Class Z Certificate (as specified above)
in that certain beneficial ownership interest evidenced by all the Class Z
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), CWCapital Asset Management LLC (herein called the "Special
Servicer", which term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the fourth Business Day following the related Determination Date (each, a
"Distribution Date"). The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2007 (each, a "Determination Date"). Distributions will be
made commencing on the first Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of the Class Z Certificates on the applicable Distribution Date
pursuant to the Agreement. All distributions made under the Agreement on the
Class Z Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the "Paying Agent"), by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Paying Agent with wiring instructions no less than five Business Days prior
to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries of Additional Interest payable on the Mortgage Loans,
all as more specifically set forth herein and in the Agreement.

            The Class Z Certificates are issuable in fully registered form only
without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class Z Certificates are exchangeable for new
Class Z Certificates in authorized denominations evidencing the same aggregate
Percentage Interest, as requested by the Holder surrendering the same.

            Any distribution to the Holder of this Certificate is binding on
such Holder and all future Holders of this Certificate and any Certificate
issued upon the transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such distribution is made upon this Certificate.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class Z Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class Z Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor or its
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 F-1 to the Agreement, and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
either Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective transferee on
which such Opinion of Counsel is based. None of the Depositor, the Trustee, the
Paying Agent or the Certificate Registrar is obligated to register or qualify
the Class Z Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class Z Certificate without registration or qualification. Any
Class Z Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class Z Certificate agrees to, indemnify the Trustee, the
Certificate Registrar, the Paying Agent and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class Z Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class Z
Certificates.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class Z
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-Off Date specified on the face hereof.

            In addition, any exchange by any Certificateholder of all of the
then outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund may be made: (i) if the then outstanding Certificates (other than
the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-PB, Class A-5, Class A-1A, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D, Class E and Class F Certificates have been paid in full.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and one grantor trust, without the consent of
the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: March 28, 2007


                                       WELLS FARGO BANK, N.A., as Certificate
                                          Registrar



                                       By:____________________________________
                                          Authorized Representative




                        CERTIFICATE OF AUTHENTICATION

            This is one of the Class Z Certificates referred to in the
within-mentioned Agreement.


                                       WELLS FARGO BANK, N.A., as
                                          Authenticating Agent



                                       By:____________________________________
                                          Authorized Representative


<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   Loan Group Number   Property Name
--------------------   -----------------   --------------------------------------------------------------
<S>                    <C>                 <C>
                   1                   2   Peter Cooper Village & Stuyvesant Town Pool(1)(2)
                1.01                       Stuyvesant Town
                1.02                       Peter Cooper Village
                   2                   1   Five Times Square(1)(3)
                   3                   1   350 Park Avenue
                   4                   1   State Street Financial Center(1)
                   5                   1   485 Lexington Avenue(1)(4)
                   6                   1   One South Dearborn
                   7                   1   One Congress Street(5)
                   8                   1   Four Seasons Aviara Resort - Carlsbad, CA(6)
                   9                   1   Bank One Center
                  10                   1   9 West 57th Street
                  11                   1   New York Marriott at the Brooklyn Bridge
                  12                   1   One & Two Eldridge Place
                  13                   1   NJ Office Pool(7)
               13.01                       1255 Broad Street
               13.02                       72 Eagle Rock Avenue
               13.03                       99 Cherry Hill Road
               13.04                       119 Cherry Hill Road
                  14                   1   PNC Corporate Plaza
                  15                   1   1384 Broadway(8)
                  16                   1   Duane Reade - 661 Eighth Avenue, New York, NY
                  17                   1   818 West 7th Street
                  18                   1   Spring Mill Corporate Center
                  19                   1   Wildcat Self Storage Pool
               19.01                       211 Grove Street
               19.02                       4125 Hempstead Station Drive
               19.03                       4900 Franklin Avenue
               19.04                       5318 Fields Ertel Road
               19.05                       2201 Moellering Avenue
               19.06                       2140 Stapleton Court
               19.07                       4820 Trinity Church Road
               19.08                       8900 Rossash Road
               19.09                       7888 Wildcat Road
                  20                   1   Sealy C Pool
               20.01                       7402-7648 Reindeer Trail
               20.02                       520-524 Elmwood Park Boulevard
               20.03                       5405 Bandera Road
               20.04                       6565 Exchequer Drive
               20.05                       1700 Grandstand Drive
               20.06                       150 Teal Street
               20.07                       120 Mallard Street
               20.08                       11441 Industriplex Boulevard
               20.09                       11301 Industriplex Boulevard
               20.10                       107 Mallard Street
               20.11                       100 James Drive
               20.12                       7042 Alamo Downs Parkway
               20.13                       143 Mallard Street
               20.14                       150 Canvasback Drive
                  21                   1   Gateway Crossing Center
                  22                   2   Sherwood Apartments(10)
                  23                   1   NJ Industrial & Office Pool(7)
               23.01                       3 University Plaza
               23.02                       40 Cragwood Road
               23.03                       200 Forge Way
               23.04                       400 Forge Way
               23.05                       100 Forge Way
               23.06                       300 Forge Way
                  24                   1   Deerfield Beach Shopping Center
                  25                   1   Marshall B. Coyne Building(11)
                  26                   2   North Constitution Apartments
                  27                   1   The Aetna Building
                  28                   1   One Citizens Plaza
                  29                   1   Sealy B Pool
               29.01                       6735 Exchequer Drive
               29.02                       11955-11965 Lakeland Park Boulevard
               29.03                       11200 Industriplex Boulevard
               29.04                       150 James Drive East
               29.05                       115 Canvasback Drive
               29.06                       110 Widgeon Drive
               29.07                       125 James Drive West
               29.08                       190 James Drive East
               29.09                       161 James Drive West
               29.10                       125 Mallard Street
               29.11                       115 James Drive West
               29.12                       160 James Drive East
               29.13                       110 James Drive West
                  30                   2   San Pedregal Apartments
                  31                   1   Sterling Regency(12)
                  32                   2   Park Plaza Apartments(13)
                  33                   1   Eastland Center
                  34                   2   Entrata di Paradiso Apartments
                  35                   1   Grande Promenade
                  36                   2   Waterstone At The Grove(14)
                  37                   1   Southern Center
                  38                   1   Marina Square
                  39                   1   390 Fifth Avenue
                  40                   1   Concord Square Shopping Center
                  41                   1   Governor's Square(15)
                  42                   1   Cameron Crossing
                  43                   2   The Morgan Apartments
                  44                   1   Hacienda de Las Palmas
                  45                   1   Tyco International Building
                  46                   1   1901 Newport Plaza
                  47                   1   Buffalo TOPS Pool
               47.01                       Tops Plaza - Niagra Falls, NY
               47.02                       Tops Plaza - Springville, NY
               47.03                       Tops Plaza - Alden, NY
               47.04                       Tops Plaza - Medina, NY
                  48                   1   10950 Washington Boulevard
                  49                   1   1620 Eye Street(11)
                  50                   2   Lakeridge East Apartment Complex
                  51                   2   Mandalay on the Lake Apartments
                  52                   1   404 Fifth Avenue
                  53                   1   Oak View Plaza
                  54                   1   Hilton - Dedham, MA(16)
                  55                   1   Patriot Greenville Campus
                  56                   1   Mercedes-Benz Central Parts Warehouse
                  57                   1   239 Greenwich Avenue
                  58                   2   Quail Cove Apartments
                  59                   2   Camden Pool(17)
               59.01                       Camden Wyndham Apartments
               59.02                       Camden Crossing Apartments
                  60                   1   Dardenne Town Square
                  61                   2   Newport Village Apartments
                  62                   1   Opus Office Pool
               62.01                       Highlands Corporate Campus I
               62.02                       Southcreek Corporate Center III
                  63                   1   Kleinwood Center
                  64                   1   Stockton Industrial Park
                  65                   2   Trails at Mount Moriah Apartments
                  66                   1   North County Square - South
                  67                   1   Storbox Self Storage
                  68                   1   Riverview Plaza
                  69                   2   Campus Lodge Apartments
                  70                   2   Waters Edge Apartments(11)
                  71                   1   Twin Oaks Pool
               71.01                       Twin Oaks II
               71.02                       Twin Oaks I
                  72                   1   Valley View Phase I
                  73                   1   Sterling Bank Pool
               73.01                       6895 Highway 6 North
               73.02                       15000 Northwest Freeway
               73.03                       6333 FM 1960 West
               73.04                       111 1960 East Bypass
               73.05                       16211 Space Center Boulevard
               73.06                       5006 Verde Valley Lane
               73.07                       414 West 19th Street
               73.08                       2201 Mangum Road
               73.09                       855 FM 1960 Road West
               73.10                       1500 Center Street
               73.11                       12727 East Freeway
               73.12                       338 South Cedar Ridge
               73.13                       12850 Bandero Road
               73.14                       8117 East Freeway
                  74                   2   Hidden Lake Apartments
                  75                   1   Hampton Inn - San Diego, CA
                  76                   1   1600 Parkwood
                  77                   1   Charter One Office Property
                  78                   1   Good Hope Shopping Center
                  79                   1   Lathrop Industrial Building
                  80                   1   Time Warner Building
                  81                   2   Dynasty Point Apartments
                  82                   1   Advance Auto Parts - Norton, MA
                  83                   1   Southland Mall
                  84                   1   BJ's Wholesale Club - Miami, FL
                  85                   1   Environmental Technologies
                  86                   1   Silver Oak - Medical Office Building
                  87                   1   Superior Pointe
                  88                   2   The Exchange at Tucson
                  89                   1   GSA - Anaheim, CA
                  90                   1   Parachute Apartments
                  91                   1   Berkshire Square
                  92                   2   Casa Mediterrania Apartments
                  93                   1   Manor Shopping Center
                  94                   2   Twin Pines Apartments(18)
                  95                   1   Delle Donne Corporate Center I
                  96                   1   Pines Plaza Shopping Center
                  97                   1   Everett Mall Office Park II & III
                  98                   1   Holiday Inn - Everett, WA(19)
                  99                   1   600 Sable Oaks Drive
                 100                   1   El Toro Square
                 101                   1   280 Fore Street Office Building
                 102                   1   Tyson's Pond II
                 103                   2   Hartland Apartments
                 104                   1   Colonial Shoppes College Parkway
                 105                   1   Vineyard Marketplace Shopping Center
                 106                   1   Athalon Center
                 107                   2   Arbor Ridge Apartments
                 108                   1   North County Square - North
                 109                   2   Paradise Foothills Apartments
                 110                   1   Peachtree Dunwoody GSA Building
                 111                   1   Three Davol Square
                 112                   1   Marriott Courtyard - Boise, ID
                 113                   1   Time & Temperature Building and Monument Square Parking Garage
                 114                   1   State of Washington Office Buildings
                 115                   1   The Covenant Buildings
                 116                   1   Extra Space Storage - Inwood Road
                 117                   2   Sterling University Providence
                 118                   1   Extra Space Storage - Fort Washington, MD
                 119                   1   Owensmouth Corporate Center
                 120                   1   Castaic Town Center
                 121                   2   Winoka Manor Apartments
                 122                   1   Fifty West
                 123                   2   Arbor Park Apartments
                 124                   1   Crossroads Professional Center
                 125                   1   Turnpike Business Park
                 126                   2   Woodbridge Apartments
                 127                   1   Residence Inn - Beavercreek, OH
                 128                   1   Santa Monica Physicians Center
                 129                   1   Winslow Building
                 130                   1   Northwest Professional Center(20)
                 131                   1   Royal 400
                 132                   2   Ponderosa Park Apartments
                 133                   2   The Bent Tree Apartments
                 134                   1   Belmont Self Storage Phase I
                 135                   1   Brandywine Corporate Center
                 136                   2   Dearborn Apartments
                 137                   2   Rosillo Creek
                 138                   1   Creekside Oaks
                 139                   1   Uptown Row
                 140                   1   Bernstein Pool
              140.01                       Bay Colony
              140.02                       Colony Center
                 141                   1   Military Crossing
                 142                   1   Creekside Plaza
                 143                   2   Gardner Street Apartments
                 144                   1   Huntsville Commons
                 145                   1   BMG Warehouse
                 146                   1   Cave Creek Marketplace(21)
                 147                   1   174 Broadway
                 148                   2   Palm Club Apartments
                 149                   1   Sardis Crossing Shopping Center
                 150                   1   Metro Executive Park
                 151                   2   Summerglen Apartments
                 152                   1   Riverview Business Plaza
                 153                   1   Courtyard by Marriott - Beavercreek, OH
                 154                   2   Wells Street Apartments
                 155                   1   Snoqualmie Ridge Phase V
                 156                   1   Southport Centre
                 157                   1   Macey's Shopping Center
                 158                   1   Atrium Office Building
                 159                   1   Gateway Executive Center
                 160                   2   Slauson Apartments
                 161                   1   Ten Fortune Park
                 162                   2   2046 North Orleans Street
                 163                   1   Vineyard Shopping Center
                 164                   1   CVS Plaza
                 165                   2   Graduate Court Pool
              165.01                       Graduate Court
              165.02                       Montebello Pointe
                 166                   1   Murray Landing Shopping Center
                 167                   1   Medical Two Building
                 168                   1   Coolidge Corner
                 169                   2   Prince George's Tower
                 170                   1   Reads Way Two
                 171                   1   Sandy Retail Center
                 172                   2   Village Apartments Phase II
                 173                   1   Extra Space Storage - West Avenue
                 174                   1   OB New Jersey Pool
              174.01                       Storage One
              174.02                       Harbor Mini Self Storage
                 175                   1   Rivergate Center II
                 176                   1   Burnside Commons II Retail Center
                 177                   1   Hinesville Central
                 178                   1   Shoppes at Whiskey
                 179                   2   Minuteman Apartments
                 180                   1   Walgreens - Independence, MO
                 181                   2   Applewood Village Apartments
                 182                   1   Hampton Inn - Richland, WA(22)
                 183                   1   Texas State Agencies Building
                 184                   1   Lakeside at College Park
                 185                   2   Shenandoah Villas
                 186                   1   Fairway Center
                 187                   1   Spalding Station
                 188                   1   2513-2515 South Holt Road
                 189                   1   1801 Purdy Avenue
                 190                   1   Ahwatukee Retail
                 191                   1   Belmont Self Storage Phase II
                 192                   1   Walgreens - Forest Hill, MD
                 193                   1   8 Winter Street
                 194                   1   6600 Building
                 195                   1   Rancho Pacific Center
                 196                   1   Harbor Inn - Edmonds, WA
                 197                   1   Extra Space Storage - Plain Street
                 198                   1   Holiday Inn - Charlottesville, VA(23)
                 199                   1   Superior Products Warehouse
                 200                   1   150-170 Crossways Park Drive
                 201                   1   Boyer Center
                 202                   1   Alaska Legal Center
                 203                   1   Amelia Plaza
                 204                   1   Citizens/Brooks Retail Center
                 205                   1   Walgreens - Hanover Township, PA
                 206                   1   Hilton Garden Inn - Sharonville, OH(24)
                 207                   1   Riverton Retail Center
                 208                   1   Florida Department of Agriculture(25)
                 209                   1   Indian Creek Crossing
                 210                   2   Vista Palms
                 211                   2   Aspen Chase Apartments
                 212                   1   Campbell Westheimer Retail Pool
              212.01                       Campbell - Collins Retail Building
              212.02                       Highway 6/Westheimer Center
                 213                   1   678 South Tippecanoe - Building 1
                 214                   1   The Plazas at Park 10
                 215                   1   Sleep Inn - Beaufort, SC
                 216                   2   Lancer Apartments
                 217                   1   Gazebo Square Shopping Center
                 218                   2   Virginia Village Apartments
                 219                   1   Walgreens - Eureka, MO
                 220                   1   Eclectic Industrial
                 221                   1   Towne Square Retail Center(26)
                 222                   1   696 South Tippecanoe - Building 3
                 223                   1   Walgreens - Grandview, MO
                 224                   1   Walgreens - Richmond, VA
                 225                   1   Rivermont Shopping Center
                 226                   1   Gold's Gym - O'Fallon, IL
                 227                   1   165 Ledge Street
                 228                   1   Walgreens - Morgantown, WV
                 229                   1   Walgreens - Forks Township, PA
                 230                   1   Extra Space Storage - North Cave Creek Road
                 231                   2   Camelot Apartments
                 232                   1   Lyons Tech VI
                 233                   1   Van Buren Office Building
                 234                   1   Hampton Inn - Danville, VA
                 235                   1   Sleep Inn - Tupelo, MS
                 236                   1   McClamroch Hall
                 237                   1   Bulverde Business Park
                 238                   1   Central Square Shopping Center
                 239                   1   Microtel - Sandston, VA
                 240                   1   Lynnhaven Corporate Center I
                 241                   1   Extra Space Storage - Charlotte Pike
                 242                   1   Sunny Waters Mobile Home Park
                 243                   2   614-618 Hinman Avenue
                 244                   1   Best Western - Danville, VA
                 245                   1   South Baldwin Center
                 246                   1   Gillette Retail
                 247                   1   Snoqualmie Ridge II
                 248                   1   Walgreens - Picayune, MS
                 249                   1   Plaza Two at Wellington Green
                 250                   1   Country Inn and Suites - Albert Lea, MN
                 251                   1   Hilltop Plaza Shopping Center
                 252                   1   The North Ranch Medical Center(27)
                 253                   1   Kmart - Logan, UT
                 254                   1   Kmart - Spanish Fork, UT
                 255                   1   Extra Space Storage - East 21st Street North
                 256                   1   Lanier Electronic - Melbourne, FL
                 257                   1   Extra Space Storage - Garland Road
                 258                   1   CVS - Clinton, NY
                 259                   1   Apache Retail
                 260                   1   Dysart
                 261                   1   Comerica Ground Lease
                 262                   2   Kaeding Apartments
                 263                   1   Advance Auto Parts - Duluth, MN

<CAPTION>
Mortgage Loan Number   Address
--------------------   -------------------------------------------------------------------------------------------------
<S>                    <C>
                   1   Various
                1.01   317 Avenue C (General Management Office); Various Others
                1.02   4 Peter Cooper Road (Security Office); Various Others
                   2   Five Times Square
                   3   350 Park Avenue
                   4   One Lincoln Street
                   5   485 Lexington Avenue
                   6   1 South Dearborn Street
                   7   50 New Sudbury Street
                   8   7100 Four Seasons Point
                   9   1717 Main Street
                  10   9 West 57th Street
                  11   333 Adams Street
                  12   757 and 777 North Eldridge Parkway
                  13   Various
               13.01   1255 Broad Street
               13.02   72 Eagle Rock Avenue
               13.03   99 Cherry Hill Road
               13.04   119 Cherry Hill Road
                  14   500 West Jefferson Street
                  15   1384 Broadway
                  16   661 Eighth Avenue
                  17   818 West 7th Street
                  18   1100 East Hector Street
                  19   Various
               19.01   211 Grove Street
               19.02   4125 Hempstead Station Drive
               19.03   4900 Franklin Avenue
               19.04   5318 Fields Ertel Road
               19.05   2201 Moellering Avenue
               19.06   2140 Stapleton Court
               19.07   4820 Trinity Church Road
               19.08   8900 Rossash Road
               19.09   7888 Wildcat Road
                  20   Various
               20.01   7402-7648 Reindeer Trail
               20.02   520-524 Elmwood Park Boulevard
               20.03   5405 Bandera Road
               20.04   6565 Exchequer Drive
               20.05   1700 Grandstand Drive
               20.06   150 Teal Street
               20.07   120 Mallard Street
               20.08   11441 Industriplex Boulevard
               20.09   11301 Industriplex Boulevard
               20.10   107 Mallard Street
               20.11   100 James Drive
               20.12   7042 Alamo Downs Parkway
               20.13   143 Mallard Street
               20.14   150 Canvasback Drive
                  21   9915, 9925, 9945, 9975, 9995, 10005, 10025, 10035, 10045, 10055, 10115 & 10125 West McDowell Road
                  22   14500 McNab Avenue
                  23   Various
               23.01   3 University Plaza
               23.02   40 Cragwood Road
               23.03   200 Forge Way
               23.04   400 Forge Way
               23.05   100 Forge Way
               23.06   300 Forge Way
                  24   3660-3990 WEST HILLSBORO BOULEVARD
                  25   1156 15th Street NW
                  26   1 Fourteenth Street
                  27   841 Prudential Drive
                  28   One Citizens Plaza
                  29   Various
               29.01   6735 Exchequer Drive
               29.02   11955-11965 Lakeland Park Boulevard
               29.03   11200 Industriplex Boulevard
               29.04   150 James Drive East
               29.05   115 Canvasback Drive
               29.06   110 Widgeon Drive
               29.07   125 James Drive West
               29.08   190 James Drive East
               29.09   161 James Drive West
               29.10   125 Mallard Street
               29.11   115 James Drive West
               29.12   160 James Drive East
               29.13   110 James Drive West
                  30   16601 North 12th Street
                  31   11000 & 9000 Regency Parkway
                  32   805 West Stevens Avenue
                  33   18000 Vernier Road
                  34   2701 North Rainbow Boulevard
                  35   230 East WT Harris Boulevard
                  36   9155 Central Avenue
                  37   10101 Southern Boulevard
                  38   4700 - 4720 Lincoln Boulevard
                  39   390 Fifth Avenue
                  40   4431-4441 Concord Pike
                  41   201-1101 Governor Place
                  42   1515-1787 North Central Expressway
                  43   12000 Chase Crossing Circle
                  44   24962 Calle Aragon
                  45   260 Industrial Way West
                  46   1901 Newport Boulevard
                  47   Various
               47.01   810 & 1000 Portage Road
               47.02   US Highway 219 & Waverly Street
               47.03   12775 Broadway Street
               47.04   11200 Maple Ridge Road
                  48   10950 Washington Boulevard
                  49   1620 Eye Street NW
                  50   6002 - 6080 Plumas Street
                  51   692 Lake Carolyn Parkway
                  52   404 Fifth Avenue
                  53   3309-3139 Oak View Drive
                  54   25 Allied Drive
                  55   2000 Wade Hampton Boulevard
                  56   11146 Will Walker Road
                  57   239 Greenwich Avenue
                  58   332 West Antelope Drive
                  59   Various
               59.01   905 Cypress Station
               59.02   2475 Gray Falls
                  60   7805-7959 Highway North
                  61   5601 North 37th Street
                  62   Various
               62.01   10740 Nall Avenue
               62.02   12900 Foster Street
                  63   7312 Louetta Road
                  64   1488-1625 Tillie Lewis Road
                  65   3048 Moriah Trails
                  66   1711-1861 University Drive
                  67   2161, 2181 & 2233 East Foothills Boulevard
                  68   16000, 16040, 16300 Christensen Road
                  69   1800 Beaumont Drive
                  70   5000 Whitestone Lane
                  71   Various
               71.01   5800 Lake Wright Drive
               71.02   5700 Lake Wright Drive
                  72   6280 South Valley View Boulevard
                  73   Various
               73.01   6895 Highway 6 North
               73.02   15000 Northwest Freeway
               73.03   6333 FM 1960 West
               73.04   111 1960 East Bypass
               73.05   16211 Space Center Boulevard
               73.06   5006 Verde Valley Lane
               73.07   414 West 19th Street
               73.08   2201 Mangum Road
               73.09   855 FM 1960 Road West
               73.10   1500 Center Street
               73.11   12727 East Freeway
               73.12   338 South Cedar Ridge
               73.13   12850 Bandero Road
               73.14   8117 East Freeway
                  74   8910 North Loop 1604 West
                  75   5434 Kearny Mesa Road
                  76   1600 Parkwood Circle
                  77   10561 Telegraph Road
                  78   2845 Alabama Avenue, SE
                  79   17500 Shideler Parkway
                  80   1320 North Dr. Martin Luther King Jr. Drive
                  81   7612 Woodward Avenue
                  82   192 Mansfield Avenue
                  83   1215 Southland Mall
                  84   16200 SW 88th Street
                  85   6750 Bryan Dairy Road
                  86   5900 Lake Wright Drive
                  87   1000-1100 South McCaslin Boulevard
                  88   2800 West Broadway Boulevard
                  89   1585 South Manchester Avenue
                  90   300 Decatur Street
                  91   1183 Berkshire Boulevard
                  92   1043 Santo Antonio Drive
                  93   1234 Millersville Pike
                  94   2880 West Ball Road
                  95   1011 Centre Road
                  96   11330-11360 PINES BOULEVARD
                  97   906 & 1000 SE Everett Mall Way
                  98   3105 Pine Street
                  99   600 Sable Oaks Drive
                 100   24280-24400 Swartz Drive
                 101   280 Fore Street
                 102   1604 Spring Hill Road
                 103   1616 West Snow Queen Place
                 104   7091 College Parkway
                 105   5325 William D. Tate Avenue
                 106   9227 and 9267 Haven Avenue
                 107   13702-13729 Via Del Palma Avenue
                 108   1711-1861 University Drive
                 109   12231 North 19th Street
                 110   6655 Peachtree Dunwoody Road
                 111   Three Davol Square
                 112   222 South Broadway Avenue
                 113   477-481 Congress Street; 22 Preble Street and 45 Brown Street
                 114   1300 & 1400 Evergreen Park Drive SW and 2404 & 2411 Chandler Court SW
                 115   11330 Lakefield Drive
                 116   12190 Inwood Road
                 117   3904 Buttonwood Drive
                 118   9211 Livingston Road
                 119   6800 Owensmouth Avenue
                 120   27911-27977 Sloan Canyon Road
                 121   156 East Pulaski Road
                 122   8801 Folsom Boulevard
                 123   604 & 605 SE 121st Avenue
                 124   3110 Chino Avenue
                 125   7100 North Broadway
                 126   3500 Oakgate Drive
                 127   2779 Fairfield Commons Boulevard
                 128   1304 15th Street
                 129   10710 Ballantyne Corporate Place
                 130   2351 Connecticut Avenue
                 131   3155, 3157 & 3159 Royal Drive
                 132   1201 East Ponderosa Parkway
                 133   4801 Gus Eckert Road
                 134   151 Industrial Road
                 135   650 Naamans Road
                 136   1430 & 1504 North Dearborn Street
                 137   5239 Eisenhauer Road
                 138   1440, 1450, 1460, 1470 Maria Lane
                 139   1221 West Lake Street
                 140   Various
              140.01   6620 Bay Circle Drive
              140.02   7000 Peachtree Industrial Boulevard; 3130 & 3150 Gateway Drive
                 141   4801 Military Trail
                 142   20311 52nd Avenue West
                 143   75-90 Gardner Street
                 144   2250 Sparkman Drive
                 145   6550 East 30th Street
                 146   20235 North Cave Creek Road
                 147   174 Broadway
                 148   111 South Palm Drive
                 149   1606-1727 Sardis Road North
                 150   10220-10240 North 31st Avenue
                 151   1608-1630 North 26th Street
                 152   276, 296, 314, 334 Chester Street & 380, 264 Lafayette Road East
                 153   2777 Fairfield Commons Boulevard
                 154   3103, 3104, 3010, 3110, 3118-3124 and 3210 West Wells Street
                 155   7713 Center Boulevard SE and 34929 SE Ridge Street
                 156   4525 South Boulevard
                 157   325 36th Street and 3601 South Washington Boulevard
                 158   1295 Bandana Boulevard North
                 159   1048 North 44th Street
                 160   4715 South Slauson Avenue
                 161   3905 West Vincennes Road
                 162   2046 North Orleans Street
                 163   6615 Mahan Drive
                 164   1615-1635 East Baseline Road
                 165   Various
              165.01   304 14th Street NW
              165.02   106 Montebello Court
                 166   2732 N. Lake Drive
                 167   15830 John J. Delaney Drive
                 168   1329-1337 Beacon Street & 256-258 Harvard Street
                 169   5902 31st Avenue
                 170   12 Reads Way
                 171   10585 South State Street
                 172   490 Pioneer Road
                 173   1722 West Avenue J-8
                 174   Various
              174.01   6312 Black Horse Pike
              174.02   421 Route 9
                 175   4975 Lacrosse Road
                 176   1600-1880 NW Fairview Drive
                 177   751 West Oglethorpe Highway
                 178   161 South Aiken Lane
                 179   1 April Lane
                 180   3915 South Nolan Road
                 181   4301-4537 West Ramsey Avenue
                 182   486 Bradley Boulevard
                 183   4601 South 1st Street
                 184   8777 Purdue Road
                 185   101 Conestoga Drive
                 186   9117 SW Oleson Road
                 187   3425 & 3435 Medlock Bridge Road
                 188   2513-2515 South Holt Road
                 189   1801 Purdy Avenue
                 190   4647 East Chandler Boulevard
                 191   120 Industrial Road
                 192   2016 Rock Spring Road
                 193   4-10 Winter Street
                 194   6600 SW 92nd Avenue
                 195   8300 Utica Avenue
                 196   130 West Dayton Street
                 197   634 Plain Street
                 198   1200 Fifth Street
                 199   1120 West 130th Street
                 200   150-170 Crossways Park Drive
                 201   10822 SE 82nd Avenue
                 202   1016 West 6th Avenue
                 203   1722 South 8th Street
                 204   71-77 Lowell Road
                 205   2240 Schoenersville Road
                 206   11149 Dowlin Drive
                 207   14227 Tukwila International Boulevard and 3742 South 144th Street
                 208   2005 Apalachee Parkway
                 209   4100-4112 Redan Road
                 210   1162 and 1172 Saranap Avenue
                 211   615 Main Street
                 212   Various
              212.01   377 Campbell Road
              212.02   2505 Highway 6 South
                 213   678 South Tippecanoe Avenue
                 214   1029 Highway 6 North
                 215   2523 Boundary Street
                 216   701 - 717 South 12th Street; 1209 - 1313 Willow Lane and 1310 - 1370 Lancer Village Drive
                 217   7802, 7808 and 7814 Orangethorpe Avenue
                 218   1645 Harding Drive
                 219   250 East 4th Street
                 220   41625 Eclectic Street
                 221   32018-32050 23rd Avenue South
                 222   696 South Tippecanoe Avenue
                 223   13000 US 71 Highway
                 224   4845-4851 South Laburnum Avenue
                 225   3600 Hixson Pike
                 226   1206 Central Park Drive
                 227   165 Ledge Street
                 228   897 Chestnut Ridge Road
                 229   1955 Sullivan Trail
                 230   15626 North Cave Creek Road
                 231   530-540 Rockingham and 1212 Hampshire Lane
                 232   6855 Lyons Technology Circle
                 233   4130 East Van Buren Street
                 234   2130 Riverside Drive
                 235   1721 N. Gloster Street
                 236   88 VilCom Circle
                 237   14829 Bulverde Road
                 238   131 - 157 Central Square Drive
                 239   6000 Audubon Drive
                 240   770 Lynnhaven Parkway
                 241   5845 Charlotte Pike
                 242   242 and 252 Old Canterbury Turnpike
                 243   614-618 Hinman Avenue
                 244   1292 South Boston Road
                 245   1409, 1413-1427 & 1429-1435 South Baldwin Avenue
                 246   2005 South Douglas Highway
                 247   7715-7729 Center Boulevard SE
                 248   2209 Highway 11 North
                 249   2515 State Road 7
                 250   2214 East Main Street
                 251   2148-2150 East Midland Trail
                 252   6345 East Bell Road
                 253   1750 North Main Street
                 254   900 East Expressway Lane
                 255   5010 East 21st Street North
                 256   755 West Nasa Boulevard
                 257   10740 Garland Road
                 258   39 Meadow Street
                 259   10749 East Apache Trail
                 260   1440 North Dysart Road
                 261   1503 Eldridge Parkway
                 262   309-343 14th Avenue South
                 263   5514 Grand Avenue

<CAPTION>
Mortgage Loan Number   City                  State     Zip Code   County                 Cut-Off Date Loan Balance ($)
--------------------   -------------------   -------   --------   --------------------   -----------------------------
<S>                    <C>                   <C>       <C>        <C>                    <C>
                   1   New York              NY        Various    New York                            1,500,000,000.00
                1.01   New York              NY           10009   New York
                1.02   New York              NY           10016   New York
                   2   New York              NY           10036   New York                              536,000,000.00
                   3   New York              NY           10022   New York                              430,000,000.00
                   4   Boston                MA           02111   Suffolk                               387,500,000.00
                   5   New York              NY           10017   New York                              315,000,000.00
                   6   Chicago               IL           60603   Cook                                  280,000,000.00
                   7   Boston                MA           02114   Suffolk                               190,000,000.00
                   8   Carlsbad              CA           92011   San Diego                             186,500,000.00
                   9   Dallas                TX           75201   Dallas                                180,000,000.00
                  10   New York              NY           10019   New York                              100,000,000.00
                  11   Brooklyn              NY           11201   Kings                                  95,000,000.00
                  12   Houston               TX           77079   Harris                                 75,000,000.00
                  13   Various               NJ        Various    Various                                62,118,000.00
               13.01   Clifton               NJ           07013   Essex
               13.02   East Hanover          NJ           07936   Morris
               13.03   Parsippany            NJ           07054   Morris
               13.04   Parsippany            NJ           07054   Morris
                  14   Louisville            KY           40202   Jefferson                              61,000,000.00
                  15   New York              NY           10018   New York                               60,000,000.00
                  16   New York              NY           10036   New York                               60,000,000.00
                  17   Los Angeles           CA           90017   Los Angeles                            59,915,357.06
                  18   Conshohocken          PA           19428   Montgomery                             57,100,000.00
                  19   Various               Various   Various    Various                                53,200,000.00
               19.01   Bloomfield Township   NJ           07003   Essex
               19.02   Kettering             OH           45429   Montgomery
               19.03   Norwood               OH           45212   Hamilton
               19.04   Cincinnati            OH           45249   Warren
               19.05   Cincinnati            OH           45214   Hamilton
               19.06   Forest Park           OH           45240   Hamilton
               19.07   Dayton                OH           45415   Montgomery
               19.08   Cincinnati            OH           45236   Hamilton
               19.09   Dayton                OH           45424   Montgomery
                  20   Various               Various   Various    Various                                53,025,000.00
               20.01   San Antonio           TX           78238   Bexar
               20.02   Harahan               LA           70123   Jefferson
               20.03   Leon Valley           TX           78238   Bexar
               20.04   Baton Rouge           LA           70809   East Baton Rouge
               20.05   San Antonio           TX           78238   Bexar
               20.06   New Orleans           LA           70087   Saint Charles
               20.07   New Orleans           LA           70087   Saint Charles
               20.08   Baton Rouge           LA           70809   East Baton Rouge
               20.09   Baton Rouge           LA           70809   East Baton Rouge
               20.10   New Orleans           LA           70087   Saint Charles
               20.11   New Orleans           LA           70087   Saint Charles
               20.12   San Antonio           TX           78238   Bexar
               20.13   New Orleans           LA           70087   Saint Charles
               20.14   New Orleans           LA           70087   Saint Charles
                  21   Avondale              AZ           85323   Maricopa                               50,000,000.00
                  22   Bellflower            CA           90706   Los Angeles                            50,000,000.00
                  23   Various               NJ        Various    Various                                48,552,000.00
               23.01   Hackensack            NJ           07601   Bergen
               23.02   South Plainfield      NJ           08070   Middlesex
               23.03   Rockaway Township     NJ           07866   Morris
               23.04   Rockaway Township     NJ           07866   Morris
               23.05   Rockaway Township     NJ           07866   Morris
               23.06   Rockaway Township     NJ           07866   Morris
                  24   Deerfield Beach       FL           33442   Broward                                48,500,000.00
                  25   Washington            DC           20005   District Of Columbia                   47,000,000.00
                  26   Hoboken               NJ           07030   Hudson                                 46,000,000.00
                  27   Jacksonville          FL           32207   Duval                                  45,000,000.00
                  28   Providence            RI            2903   Providence                             43,500,000.00
                  29   Various               LA        Various    Various                                42,960,000.00
               29.01   Baton Rouge           LA           70809   East Baton Rouge
               29.02   Baton Rouge           LA           70809   East Baton Rouge
               29.03   Baton Rouge           LA           70809   East Baton Rouge
               29.04   New Orleans           LA           70087   Saint Charles
               29.05   New Orleans           LA           70087   Saint Charles
               29.06   New Orleans           LA           70087   Saint Charles
               29.07   New Orleans           LA           70087   Saint Charles
               29.08   New Orleans           LA           70087   Saint Charles
               29.09   New Orleans           LA           70087   Saint Charles
               29.10   New Orleans           LA           70087   Saint Charles
               29.11   New Orleans           LA           70087   Saint Charles
               29.12   New Orleans           LA           70087   Saint Charles
               29.13   New Orleans           LA           70087   Saint Charles
                  30   Phoenix               AZ           85022   Maricopa                               42,000,000.00
                  31   Cary                  NC           27518   Wake                                   40,373,000.00
                  32   Santa Ana             CA           92707   Orange                                 40,000,000.00
                  33   Harper Woods          MI           48225   Wayne                                  39,500,000.00
                  34   Las Vegas             NV           89108   Clark                                  39,000,000.00
                  35   Charlotte             NC           28262   Mecklenburg                            38,525,000.00
                  36   Garden Grove          CA           92844   Orange                                 38,000,000.00
                  37   West Palm Beach       FL           33411   Palm Beach                             37,500,000.00
                  38   Marina Del Ray        CA           90292   Los Angeles                            36,000,000.00
                  39   New York              NY           10018   New York                               35,000,000.00
                  40   Wilmington            DE           19803   New Castle                             35,000,000.00
                  41   Bear                  DE           19701   New Castle                             34,320,000.00
                  42   McKinney              TX           75070   Collin                                 33,500,000.00
                  43   North Bethesda        MD           20852   Montgomery                             33,250,000.00
                  44   Laguna Woods          CA           92637   Orange                                 32,500,000.00
                  45   Eatontown             NJ           07724   Monmouth                               31,200,000.00
                  46   Costa Mesa            CA           92672   Orange                                 31,000,000.00
                  47   Various               NY        Various    Various                                30,960,000.00
               47.01   Niagara Falls         NY           14301   Niagara
               47.02   Springville           NY           14141   Erie
               47.03   Alden                 NY           14004   Erie
               47.04   Medina                NY           14103   Orleans
                  48   Culver City           CA           90232   Los Angeles                            30,000,000.00
                  49   Washington            DC           20006   District Of Columbia                   30,000,000.00
                  50   Reno                  NV           89519   Washoe                                 30,000,000.00
                  51   Irving                TX           75039   Dallas                                 29,250,000.00
                  52   New York              NY           10018   New York                               28,000,000.00
                  53   Omaha                 NE           68144   Douglas                                27,500,000.00
                  54   Dedham                MA           02026   Norfolk                                27,250,000.00
                  55   Greenville            SC           29615   Greenville                             27,040,000.00
                  56   Vance                 AL           35490   Tuscaloosa                             26,640,000.00
                  57   Greenwich             CT            6830   Fairfield                              26,000,000.00
                  58   Layton                UT           84041   Davis                                  25,500,000.00
                  59   Houston               TX        Various    Harris                                 24,100,000.00
               59.01   Houston               TX           77090   Harris
               59.02   Houston               TX           77077   Harris
                  60   Dardenne Prairie      MO           63366   St. Charles                            24,000,000.00
                  61   Tacoma                WA           98407   Pierce                                 24,000,000.00
                  62   Overland Park         KS        Various    Johnson                                24,000,000.00
               62.01   Overland Park         KS           66211   Johnson
               62.02   Overland Park         KS           66213   Johnson
                  63   Spring                TX           77379   Harris                                 23,640,000.00
                  64   Stockton              CA           95206   San Joaquin                            23,000,000.00
                  65   Memphis               TN           38115   Shelby                                 22,875,000.00
                  66   Vista                 CA           92083   San Diego                              22,000,000.00
                  67   Pasadena              CA           91107   Los Angeles                            22,000,000.00
                  68   Tukwila               WA           98188   King                                   21,850,000.00
                  69   Norman                OK           73071   Cleveland                              21,000,000.00
                  70   Plano                 TX           75024   Collin                                 20,650,000.00
                  71   Norfolk               VA           23502   Norfolk City                           20,160,000.00
               71.01   Norfolk               VA           23502   Norfolk City
               71.02   Norfolk               VA           23502   Norfolk City
                  72   Las Vegas             NV           89118   Clark                                  19,966,068.06
                  73   Various               TX        Various    Various                                19,900,000.00
               73.01   Houston               TX           77084   Harris
               73.02   Houston               TX           77049   Harris
               73.03   Houston               TX           77069   Harris
               73.04   Houston               TX           77338   Harris
               73.05   Houston               TX           77062   Harris
               73.06   Dallas                TX           75254   Dallas
               73.07   Houston               TX           77008   Harris
               73.08   Houston               TX           77092   Harris
               73.09   Houston               TX           77090   Harris
               73.10   Deer Park             TX           77536   Harris
               73.11   Houston               TX           77015   Harris
               73.12   Dallas                TX           75116   Dallas
               73.13   Helotes               TX           78023   Bexar
               73.14   Houston               TX           77029   Harris
                  74   San Antonio           TX           78249   Bexar                                  19,218,000.00
                  75   San Diego             CA           92111   San Diego                              19,157,047.62
                  76   Atlanta               GA           30339   Cobb                                   18,250,000.00
                  77   Glen Allen            VA           23059   Henrico                                18,000,000.00
                  78   Washington            DC           20020   District Of Columbia                   18,000,000.00
                  79   Lathrop               CA           95330   San Joaquin                            17,500,000.00
                  80   Milwaukee             WI           53212   Milwaukee                              17,500,000.00
                  81   Woodridge             IL           60517   Dupage                                 17,460,269.53
                  82   Norton                MA            2766   Bristol                                17,200,000.00
                  83   Memphis               TN           38116   Shelby                                 16,964,202.00
                  84   Miami                 FL           33196   Miami-Dade                             16,742,000.00
                  85   Pinellas Park         FL           33782   Pinellas                               16,200,000.00
                  86   Norfolk               VA           23502   Norfolk City                           16,200,000.00
                  87   Superior              CO           80027   Boulder                                16,000,000.00
                  88   Tucson                AZ           85745   Pima                                   15,827,500.00
                  89   Anaheim               CA           92802   Orange                                 15,400,000.00
                  90   Richmond              VA           23224   Richmond City                          15,135,863.13
                  91   Wyomissing            PA           19601   Berks                                  15,100,000.00
                  92   Colton                CA           92324   San Bernardino                         15,000,000.00
                  93   Lancaster             PA           17603   Lancaster                              15,000,000.00
                  94   Anaheim               CA           92804   Orange                                 15,000,000.00
                  95   Wilmington            DE           19805   New Castle                             14,600,000.00
                  96   Pembroke Pines        FL           33026   Broward                                14,100,000.00
                  97   Everett               WA           98208   Snohomish                              14,000,000.00
                  98   Everett               WA           98201   Snohomish                              14,000,000.00
                  99   South Portland        ME           04106   Cumberland                             13,760,000.00
                 100   Lake Forest           CA           92630   Orange                                 13,659,000.00
                 101   Portland              ME           04101   Cumberland                             13,600,000.00
                 102   Vienna                VA           22182   Fairfax                                13,520,000.00
                 103   Salt Lake City        UT           84104   Salt Lake                              13,500,000.00
                 104   Fort Myers            FL           33907   Lee                                    13,300,000.00
                 105   Grapevine             TX           76051   Tarrant                                13,160,000.00
                 106   Rancho Cucamonga      CA           91730   San Bernardino                         13,050,000.00
                 107   Whittier              CA           90602   Los Angeles                            13,000,000.00
                 108   Vista                 CA           92083   San Diego                              13,000,000.00
                 109   Phoenix               AZ           85022   Maricopa                               13,000,000.00
                 110   Sandy Springs         GA           30328   Fulton                                 13,000,000.00
                 111   Providence            RI            2903   Providence                             12,450,000.00
                 112   Boise                 ID           83702   Ada                                    12,000,000.00
                 113   Portland              ME            4101   Cumberland                             12,000,000.00
                 114   Olympia               WA           98502   Thurston                               11,853,105.97
                 115   Duluth                GA           30097   Fulton                                 11,750,000.00
                 116   Dallas                TX           75244   Dallas                                 11,700,000.00
                 117   Columbia              MO           65201   Boone                                  11,570,000.00
                 118   Fort Washington       MD           20744   Prince Georges                         11,280,000.00
                 119   Canoga Park           CA           91303   Los Angeles                            11,280,000.00
                 120   Castaic               CA           91384   Los Angeles                            11,250,000.00
                 121   Huntington Station    NY           11746   Suffolk                                11,200,000.00
                 122   Sacramento            CA           95826   Sacramento                             10,960,000.00
                 123   Vancouver             WA           98683   Clark                                  10,700,000.00
                 124   Chino Hills           CA           91709   San Bernardino                         10,400,000.00
                 125   Denver                CO           80221   Adams                                  10,400,000.00
                 126   San Antonio           TX           78230   Bexar                                   9,750,000.00
                 127   Beavercreek           OH           45431   Greene                                  9,628,447.26
                 128   Santa Monica          CA           90404   Los Angeles                             9,500,000.00
                 129   Charlotte             NC           28277   Mecklenburg                             9,500,000.00
                 130   Sartell               MN           56377   Stearns                                 9,479,058.28
                 131   Alpharetta            GA           30022   Fulton                                  9,400,000.00
                 132   Flagstaff             AZ           86001   Coconino                                9,300,000.00
                 133   San Antonio           TX           78240   Bexar                                   9,010,000.00
                 134   San Carlos            CA           94070   San Mateo                               9,000,000.00
                 135   Claymont              DE           19703   New Castle                              9,000,000.00
                 136   Chicago               IL           60610   Cook                                    9,000,000.00
                 137   San Antonio           TX           78218   Bexar                                   9,000,000.00
                 138   Walnut Creek          CA           94596   Contra Costa                            8,750,000.00
                 139   Minneapolis           MN           55408   Hennepin                                8,735,433.78
                 140   Norcross              GA        Various    Gwinnett                                8,720,000.00
              140.01   Norcross              GA           30071   Gwinnett
              140.02   Norcross              GA           30071   Gwinnett
                 141   Greenacres            FL           33463   Palm Beach                              8,655,000.00
                 142   Lynnwood              WA           98036   Snohomish                               8,625,000.00
                 143   Boston                MA           02134   Suffolk                                 8,500,000.00
                 144   Huntsville            AL           35810   Madison                                 8,320,000.00
                 145   Indianapolis          IN           46219   Marion                                  8,200,000.00
                 146   Phoenix               AZ           85024   Maricopa                                8,200,000.00
                 147   New York              NY           10038   New York                                8,000,000.00
                 148   Brunswick             GA           31525   Glynn                                   8,000,000.00
                 149   Charlotte             NC           28270   Mecklenburg                             8,000,000.00
                 150   Phoenix               AZ           85051   Maricopa                                7,700,000.00
                 151   Mount Vernon          WA           98273   Skagit                                  7,550,000.00
                 152   Saint Paul            MN           55107   Ramsey                                  7,500,000.00
                 153   Beavercreek           OH           45431   Greene                                  7,483,249.16
                 154   Milwaukee             WI           53208   Milwaukee                               7,440,000.00
                 155   Snoqualmie            WA           98065   King                                    7,120,000.00
                 156   Virginia Beach        VA           23452   Virginia Beach City                     7,070,000.00
                 157   South Ogden           UT           84405   Weber                                   6,802,963.90
                 158   Saint Paul            MN           55108   Ramsey                                  6,800,000.00
                 159   Phoenix               AZ           85008   Maricopa                                6,800,000.00
                 160   Los Angeles           CA           90230   Los Angeles                             6,700,000.00
                 161   Indianapolis          IN           46268   Marion                                  6,650,000.00
                 162   Chicago               IL           60614   Cook                                    6,600,000.00
                 163   Tallahassee           FL           32308   Leon                                    6,600,000.00
                 164   Phoenix               AZ           85042   Maricopa                                6,588,823.71
                 165   Charlottesville       VA           22903   Charlottesville City                    6,400,000.00
              165.01   Charlottesville       VA           22903   Charlottesville City
              165.02   Charlottesville       VA           22903   Charlottesville City
                 166   Irmo                  SC           29212   Lexington                               6,330,000.00
                 167   Charlotte             NC           28277   Mecklenburg                             6,100,000.00
                 168   Brookline             MA            2446   Norfolk                                 6,000,000.00
                 169   Hyattsville           MD           20782   Prince Georges                          6,000,000.00
                 170   New Castle Hundred    DE           19720   New Castle                              6,000,000.00
                 171   Sandy                 UT           84070   Salt Lake                               5,886,757.81
                 172   Rexburg               ID           83440   Madison                                 5,841,973.14
                 173   Lancaster             CA           93534   Los Angeles                             5,840,000.00
                 174   Various               NJ        Various    Various                                 5,720,000.00
              174.01   Egg Harbor Township   NJ           08234   Atlantic
              174.02   West Creek            NJ           08092   Ocean
                 175   Charleston            SC           29406   Charleston                              5,679,000.00
                 176   Gresham               OR           97030   Multnomah                               5,625,000.00
                 177   Hinesville            GA           31313   Liberty                                 5,600,000.00
                 178   Aiken                 SC           29803   Aiken                                   5,600,000.00
                 179   Lexington             MA            2324   Middlesex                               5,500,000.00
                 180   Independence          MO           64055   Jackson                                 5,410,000.00
                 181   Greendale             WI           53129   Milwaukee                               5,400,000.00
                 182   Richland              WA           99352   Benton                                  5,389,618.44
                 183   Abilene               TX           79605   Taylor                                  5,350,496.60
                 184   Indianapolis          IN           46268   Marion                                  5,350,000.00
                 185   Carson City           NV           89706   Carson City                             5,300,000.00
                 186   Beaverton             OR           97223   Washington                              5,290,000.00
                 187   Norcross              GA           30092   Gwinnett                                5,288,449.76
                 188   Indianapolis          IN           46241   Marion                                  5,094,240.00
                 189   Miami                 FL           33139   Miami-Dade                              5,000,000.00
                 190   Phoenix               AZ           85048   Maricopa                                5,000,000.00
                 191   Belmont               CA           94070   San Mateo                               5,000,000.00
                 192   Forest Hill           MD           21050   Harford                                 5,000,000.00
                 193   Boston                MA           02108   Suffolk                                 4,984,217.92
                 194   Beaverton             OR           97223   Washington                              4,960,000.00
                 195   Rancho Cucamonga      CA           91730   San Bernardino                          4,950,000.00
                 196   Edmonds               WA           98020   Snohomish                               4,785,298.48
                 197   Marshfield            MA           02050   Plymouth                                4,776,000.00
                 198   Charlottesville       VA           22902   Albemarle                               4,612,440.45
                 199   Brunswick             OH           44212   Medina                                  4,475,000.00
                 200   Woodbury              NY           11797   Nassau                                  4,400,000.00
                 201   Happy Valley          OR           97086   Clackamas                               4,400,000.00
                 202   Anchorage             AK           99501   Anchorage                               4,390,172.86
                 203   Fernandina Beach      FL           32034   Nassau                                  4,370,000.00
                 204   Hudson                NH            3051   Hillsborough                            4,300,000.00
                 205   Hanover Township      PA           18705   Northampton                             4,294,143.04
                 206   Sharonville           OH           45241   Hamilton                                4,286,703.76
                 207   Tukwila               WA           98168   King                                    4,282,195.64
                 208   Tallahassee           FL           32301   Leon                                    4,225,000.00
                 209   Stone Mountain        GA           30083   De Kalb                                 4,080,000.00
                 210   Walnut Creek          CA           94595   Contra Costa                            4,000,000.00
                 211   Amherst               MA            1002   Hampshire                               3,994,540.27
                 212   Various               TX        Various    Various                                 3,990,992.81
              212.01   Richardson            TX           75080   Dallas
              212.02   Houston               TX           77077   Harris
                 213   San Bernardino        CA           92408   San Bernardino                          3,930,000.00
                 214   Houston               TX           77079   Harris                                  3,925,000.00
                 215   Beaufort              SC           29906   Beaufort                                3,918,105.48
                 216   La Crescent           MN           55947   Houston                                 3,866,130.20
                 217   Buena Park            CA           90621   Orange                                  3,850,000.00
                 218   Appleton              WI           54915   Calumet                                 3,840,000.00
                 219   Eureka                MO           63025   Saint Louis                             3,840,000.00
                 220   Palm Desert           CA           92260   Riverside                               3,800,000.00
                 221   Federal Way           WA           98003   King                                    3,794,724.90
                 222   San Bernardino        CA           92408   San Bernardino                          3,770,000.00
                 223   Grandview             MO           64030   Jackson                                 3,700,000.00
                 224   Richmond              VA           23231   Henrico                                 3,700,000.00
                 225   Chattanooga           TN           37415   Hamilton                                3,680,000.00
                 226   O'Fallon              IL           62269   Saint Clair                             3,650,000.00
                 227   Nashua                NH           03060   Hillsborough                            3,600,000.00
                 228   Morgantown            WV           26505   Monongalia                              3,563,000.00
                 229   Forks Township        PA           18040   Northampton                             3,495,232.71
                 230   Phoenix               AZ           85032   Maricopa                                3,440,000.00
                 231   Richardson            TX           75080   Dallas                                  3,386,212.74
                 232   Coconut Creek         FL           33073   Broward                                 3,300,000.00
                 233   Phoenix               AZ           85008   Maricopa                                3,300,000.00
                 234   Danville              VA           24540   Pittsylvania                            3,289,809.80
                 235   Tupelo                MS           38804   Lee                                     3,289,782.01
                 236   Chapel Hill           NC           27514   Orange                                  3,223,732.15
                 237   San Antonio           TX           78247   Bexar                                   3,190,404.61
                 238   Prince Frederick      MD           20678   Calvert                                 3,130,574.87
                 239   Sandston              VA           23150   Henrico                                 2,994,655.94
                 240   Virginia Beach        VA           23452   Virginia Beach City                     2,975,000.00
                 241   Nashville             TN           37209   Davidson                                2,960,000.00
                 242   Norwich               CT            6360   New London                              2,944,000.00
                 243   Evanston              IL           60202   Cook                                    2,900,000.00
                 244   Danville              VA           24540   Pittsylvania                            2,850,000.00
                 245   Arcadia               CA           91007   Los Angeles                             2,800,000.00
                 246   Gillette              WY           82718   Campbell                                2,796,225.56
                 247   Snoqualmie            WA           98065   King                                    2,775,000.00
                 248   Picayune              MS           39466   Pearl River                             2,766,000.00
                 249   Wellington            FL           33414   Palm Beach                              2,725,000.00
                 250   Albert Lea            MN           56007   Freeborn                                2,684,497.63
                 251   Buena Vista           VA           24416   Buena Vista City                        2,634,103.71
                 252   Scottsdale            AZ           85254   Maricopa                                2,620,000.00
                 253   Logan                 UT           84341   Cache                                   2,392,481.74
                 254   Spanish Fork          UT           84660   Utah                                    2,392,481.74
                 255   Wichita               KS           67208   Sedgwick                                2,154,000.00
                 256   Melbourne             FL           32901   Brevard                                 2,100,000.00
                 257   Dallas                TX           75218   Dallas                                  2,080,000.00
                 258   Clinton               NY           13323   Oneida                                  1,983,000.00
                 259   Apache Junction       AZ           85220   Maricopa                                1,498,028.72
                 260   Avondale              AZ           85323   Maricopa                                1,498,028.72
                 261   Houston               TX           77077   Harris                                  1,396,893.58
                 262   Devil's Lake          ND           58301   Ramsey                                  1,300,000.00
                 263   Duluth                MN           55807   Saint Louis                               860,000.00

<CAPTION>
Mortgage Loan Number   Monthly P&I Payments ($)   Grace Days   Mortgage Rate (%)   Number of Units   Unit of Measure
--------------------   ------------------------   ----------   -----------------   ---------------   ---------------
<S>                    <C>                        <C>          <C>                 <C>               <C>
                   1   IO                                                 6.4340%           11,227   Units
                1.01                                                                         8,746   Units
                1.02                                                                         2,481   Units
                   2   IO                                                 5.4231%        1,101,779   Sq. Ft.
                   3   IO                                                 5.4820%          538,424   Sq. Ft.
                   4   IO                                                 5.6590%        1,024,998   Sq. Ft.
                   5   IO                                                 5.6080%          914,807   Sq. Ft.
                   6   IO                                                 6.1355%          841,498   Sq. Ft.
                   7   IO                                                 6.0739%        1,200,000   Sq. Ft.
                   8   IO                                                 5.9400%              329   Rooms
                   9               1,052,337.70                           5.7670%        1,530,957   Sq. Ft.
                  10   IO                                                 5.4500%        1,393,200   Sq. Ft.
                  11                 547,773.61                           5.6400%              656   Rooms
                  12                 421,616.38                           5.4100%          518,746   Sq. Ft.
                  13   IO                                                 6.1700%          533,937   Sq. Ft.
               13.01                                                                       198,818   Sq. Ft.
               13.02                                                                       146,448   Sq. Ft.
               13.03                                                                        93,411   Sq. Ft.
               13.04                                                                        95,260   Sq. Ft.
                  14                 365,561.90                           5.9958%          581,430   Sq. Ft.
                  15                 348,240.26                           5.7000%          203,767   Sq. Ft.
                  16   IO                                                 5.8500%           12,800   Sq. Ft.
                  17                 338,042.94                           5.4300%          377,400   Sq. Ft.
                  18                 335,399.69                           5.8100%          620,531   Sq. Ft.
                  19   IO                                                 5.7000%          797,232   Sq. Ft.
               19.01                                                                        82,240   Sq. Ft.
               19.02                                                                        89,575   Sq. Ft.
               19.03                                                                       104,335   Sq. Ft.
               19.04                                                                        92,326   Sq. Ft.
               19.05                                                                        94,547   Sq. Ft.
               19.06                                                                       106,265   Sq. Ft.
               19.07                                                                        79,200   Sq. Ft.
               19.08                                                                        76,489   Sq. Ft.
               19.09                                                                        72,255   Sq. Ft.
                  20                 312,139.54                           5.8300%        1,006,752   Sq. Ft.
               20.01                                                                       251,125   Sq. Ft.
               20.02                                                                       102,209   Sq. Ft.
               20.03                                                                       145,394   Sq. Ft.
               20.04                                                                       108,800   Sq. Ft.
               20.05                                                                        59,754   Sq. Ft.
               20.06                                                                        53,544   Sq. Ft.
               20.07                                                                        53,520   Sq. Ft.
               20.08                                                                        35,596   Sq. Ft.
               20.09                                                                        38,396   Sq. Ft.
               20.10                                                                        23,436   Sq. Ft.
               20.11                                                                        43,055   Sq. Ft.
               20.12                                                                        27,987   Sq. Ft.
               20.13                                                                        23,436   Sq. Ft.
               20.14                                                                        40,500   Sq. Ft.
                  21                 286,094.33                        5.5700000%          223,738   Sq. Ft.
                  22   IO                                                 5.6700%              297   Units
                  23   IO                                                 6.2700%          543,952   Sq. Ft.
               23.01                                                                       223,687   Sq. Ft.
               23.02                                                                       130,793   Sq. Ft.
               23.03                                                                        72,118   Sq. Ft.
               23.04                                                                        73,000   Sq. Ft.
               23.05                                                                        20,154   Sq. Ft.
               23.06                                                                        24,200   Sq. Ft.
                  24   IO                                                 5.7700%          378,747   Sq. Ft.
                  25   IO                                  5              5.4850%          165,933   Sq. Ft.
                  26                 265,819.32                           5.6600%              138   Units
                  27   IO                                                 5.9900%          488,976   Sq. Ft.
                  28   IO                                                 5.7030%          224,089   Sq. Ft.
                  29                 252,890.42                           5.8300%          657,999   Sq. Ft.
               29.01                                                                       144,000   Sq. Ft.
               29.02                                                                        90,662   Sq. Ft.
               29.03                                                                        42,355   Sq. Ft.
               29.04                                                                        49,275   Sq. Ft.
               29.05                                                                        64,750   Sq. Ft.
               29.06                                                                        49,800   Sq. Ft.
               29.07                                                                        38,692   Sq. Ft.
               29.08                                                                        36,357   Sq. Ft.
               29.09                                                                        47,474   Sq. Ft.
               29.10                                                                        23,436   Sq. Ft.
               29.11                                                                        21,408   Sq. Ft.
               29.12                                                                        25,772   Sq. Ft.
               29.13                                                                        24,018   Sq. Ft.
                  30   IO                                                 5.5200%              348   Units
                  31   IO                                                 5.5270%          372,355   Sq. Ft.
                  32   IO                                                 5.6600%              242   Units
                  33                 248,110.28                           6.4400%          632,536   Sq. Ft.
                  34   IO                                                 5.7300%              480   Units
                  35                 226,537.51                           5.8200%          202,742   Sq. Ft.
                  36   IO                                                 6.0000%              245   Units
                  37   IO                                                 6.3700%          285,611   Sq. Ft.
                  38   IO                                                 5.8400%           72,644   Sq. Ft.
                  39   IO                                                 5.5900%          135,000   Sq. Ft.
                  40                 196,754.31                           5.4100%          236,107   Sq. Ft.
                  41   IO                                                 5.7500%          272,804   Sq. Ft.
                  42                 192,527.75                           5.6100%          366,908   Sq. Ft.
                  43   IO                                                 5.8510%              127   Units
                  44                 190,487.82                           5.7900%              200   Beds
                  45                 181,926.11                           5.7425%          130,670   Sq. Ft.
                  46                 179,531.43                           5.6800%          140,098   Sq. Ft.
                  47                 176,759.94                           5.5500%          370,670   Sq. Ft.
               47.01                                                                       117,014   Sq. Ft.
               47.02                                                                       105,636   Sq. Ft.
               47.03                                                                        67,992   Sq. Ft.
               47.04                                                                        80,028   Sq. Ft.
                  48   IO                                                 5.9400%          159,267   Sq. Ft.
                  49   IO                                  5              5.4850%          108,338   Sq. Ft.
                  50   IO                                                 5.9900%              312   Units
                  51   IO                                                 5.8000%              367   Units
                  52                 160,742.11                           5.6000%           98,999   Sq. Ft.
                  53                 155,969.48                           5.4900%          177,303   Sq. Ft.
                  54                 169,025.50                           6.3200%              256   Rooms
                  55                 157,111.67                           5.7100%          348,442   Sq. Ft.
                  56                 152,431.06                           5.5700%          518,400   Sq. Ft.
                  57   IO                                                 5.4200%           31,929   Sq. Ft.
                  58   IO                                                 5.8100%              420   Units
                  59   IO                                                 5.1800%              814   Units
               59.01                                                                           448   Units
               59.02                                                                           366   Units
                  60                 136,269.36                           5.5000%          153,791   Sq. Ft.
                  61   IO                                                 5.7300%              402   Units
                  62   IO                                                 5.6300%          234,478   Sq. Ft.
               62.01                                                                       112,678   Sq. Ft.
               62.02                                                                       121,800   Sq. Ft.
                  63   IO                                                 5.5500%          153,963   Sq. Ft.
                  64                 133,783.75                           5.7200%          877,648   Sq. Ft.
                  65                 129,308.23                           5.4600%              630   Units
                  66   IO                                                 5.3600%          103,059   Sq. Ft.
                  67                 127,548.71                           5.6900%          188,643   Sq. Ft.
                  68   IO                                                 5.8800%          171,157   Sq. Ft.
                  69   IO                                                 5.7900%              192   Units
                  70                 122,945.55                           5.4350%              300   Units
                  71   IO                                                 5.5500%          166,725   Sq. Ft.
               71.01                                                                        84,749   Sq. Ft.
               71.02                                                                        81,976   Sq. Ft.
                  72                 108,717.02                           5.6000%          126,879   Sq. Ft.
                  73   IO                                                 5.5650%          120,793   Sq. Ft.
               73.01                                                                         6,130   Sq. Ft.
               73.02                                                                        34,776   Sq. Ft.
               73.03                                                                         7,433   Sq. Ft.
               73.04                                                                         7,568   Sq. Ft.
               73.05                                                                         7,651   Sq. Ft.
               73.06                                                                         6,500   Sq. Ft.
               73.07                                                                         6,309   Sq. Ft.
               73.08                                                                        13,522   Sq. Ft.
               73.09                                                                         5,306   Sq. Ft.
               73.10                                                                         2,600   Sq. Ft.
               73.11                                                                         3,180   Sq. Ft.
               73.12                                                                         6,403   Sq. Ft.
               73.13                                                                         2,615   Sq. Ft.
               73.14                                                                        10,800   Sq. Ft.
                  74   IO                                                 5.3400%              380   Units
                  75                 112,534.35                           5.7900%              147   Rooms
                  76                 105,946.21                           5.7020%          151,141   Sq. Ft.
                  77                 104,266.85                           5.6820%          163,920   Sq. Ft.
                  78   IO                                                 5.7900%           97,113   Sq. Ft.
                  79                 101,681.00                           5.7100%          407,820   Sq. Ft.
                  80   IO                                                 5.5500%          154,849   Sq. Ft.
                  81                 101,570.07                           5.7000%              270   Units
                  82   IO                                                 5.8000%          347,500   Sq. Ft.
                  83                 103,678.87                           6.1600%          219,934   Sq. Ft.
                  84   IO                                                 5.5700%          113,000   Sq. Ft.
                  85   IO                                                 5.4800%          307,275   Sq. Ft.
                  86   IO                                                 5.8100%           78,261   Sq. Ft.
                  87   IO                                                 5.5500%          148,430   Sq. Ft.
                  88   IO                                                 5.9200%              188   Units
                  89                  88,894.31                           5.6500%           67,424   Sq. Ft.
                  90                  88,510.05                           5.7300%          156,264   Sq. Ft.
                  91                  90,144.17            5              5.9600%          112,119   Sq. Ft.
                  92   IO                                                 5.4200%              200   Units
                  93   IO                                                 5.7300%          242,852   Sq. Ft.
                  94   IO                                                 5.6600%              115   Units
                  95                  82,988.82                           5.5100%           89,427   Sq. Ft.
                  96   IO                                                 5.8300%           68,170   Sq. Ft.
                  97                  88,765.92                           6.5300%          188,277   Sq. Ft.
                  98                  88,752.97                           5.8300%              243   Rooms
                  99   IO                                                 5.8300%           97,376   Sq. Ft.
                 100   IO                                                 5.5400%           49,750   Sq. Ft.
                 101                  79,885.04                           5.8100%           69,979   Sq. Ft.
                 102   IO                                                 5.8700%           66,106   Sq. Ft.
                 103   IO                                                 5.6700%              300   Units
                 104                  78,292.43                           5.8300%           78,879   Sq. Ft.
                 105                  76,464.11                           5.7100%          121,228   Sq. Ft.
                 106                  71,885.83                           5.7100%           79,159   Sq. Ft.
                 107                  73,812.57                           5.5000%               95   Units
                 108   IO                                                 5.3600%           71,286   Sq. Ft.
                 109   IO                                                 6.1100%              180   Units
                 110   IO                                                 5.4000%           99,134   Sq. Ft.
                 111   IO                                                 5.6300%          113,867   Sq. Ft.
                 112   IO                                                 5.8000%              162   Rooms
                 113                  70,502.09                           5.8120%          150,991   Sq. Ft.
                 114                  65,362.25                           5.7000%           92,975   Sq. Ft.
                 115                  70,976.86                           6.0700%          111,643   Sq. Ft.
                 116                  67,906.85                           5.7000%           84,050   Sq. Ft.
                 117   IO                                                 6.0100%              138   Units
                 118   IO                                                 5.7600%           70,195   Sq. Ft.
                 119   IO                                                 6.0000%           76,921   Sq. Ft.
                 120                  67,377.12                           5.9900%           40,055   Sq. Ft.
                 121   IO                                                 5.7000%              100   Units
                 122   IO                                                 5.8800%           72,539   Sq. Ft.
                 123   IO                                                 5.9700%              166   Units
                 124                  59,573.12                           5.5800%           40,142   Sq. Ft.
                 125                  61,221.14                           5.8300%          186,699   Sq. Ft.
                 126                  54,202.77                           5.3100%              253   Units
                 127                  56,621.67                           5.8000%              100   Rooms
                 128                  56,165.73                           5.8700%           36,765   Sq. Ft.
                 129   IO                                                 5.5100%           49,105   Sq. Ft.
                 130                  56,226.45                           5.8800%           58,332   Sq. Ft.
                 131                  57,085.00                           6.1200%          139,297   Sq. Ft.
                 132   IO                                                 5.7200%              120   Units
                 133   IO                                                 5.5200%              272   Units
                 134                  51,157.49                           5.5100%           59,725   Sq. Ft.
                 135                  50,257.23                           5.3500%           73,911   Sq. Ft.
                 136   IO                                                 5.5300%              118   Units
                 137   IO                                                 6.1100%              192   Units
                 138   IO                                                 5.6500%           90,406   Sq. Ft.
                 139                  48,141.39                           5.7000%           36,851   Sq. Ft.
                 140                  52,112.74                           5.9700%          120,965   Sq. Ft.
              140.01                                                                        52,968   Sq. Ft.
              140.02                                                                        67,997   Sq. Ft.
                 141   IO                                                 5.3900%           64,052   Sq. Ft.
                 142   IO                                                 5.4700%           70,371   Sq. Ft.
                 143   IO                                                 5.6900%              112   Units
                 144                  48,394.82                           5.7200%           63,810   Sq. Ft.
                 145                  47,957.21                           5.7700%          590,022   Sq. Ft.
                 146   IO                                                 5.6100%           22,622   Sq. Ft.
                 147                  52,313.98                           6.8300%           15,388   Sq. Ft.
                 148   IO                                                 5.7900%              132   Units
                 149                  47,707.18                           5.9500%           80,962   Sq. Ft.
                 150   IO                                                 5.7200%           74,880   Sq. Ft.
                 151   IO                                                 5.8400%              153   Units
                 152   IO                                                 5.7700%          199,305   Sq. Ft.
                 153                  44,006.48                           5.8000%               94   Rooms
                 154                  44,367.67                           5.9500%              212   Units
                 155                  42,940.09                           6.0550%           32,151   Sq. Ft.
                 156   IO                                                 5.5500%           61,594   Sq. Ft.
                 157                  39,223.94                           5.6100%           75,347   Sq. Ft.
                 158   IO                                                 5.8400%           87,865   Sq. Ft.
                 159                  40,202.84                           5.8700%           40,060   Sq. Ft.
                 160   IO                                                 5.7000%               72   Units
                 161                  39,061.44                           5.8100%          100,784   Sq. Ft.
                 162   IO                                                 5.6300%               70   Units
                 163   IO                                                 5.5500%           62,821   Sq. Ft.
                 164                  35,920.09                           5.6100%           27,813   Sq. Ft.
                 165                  37,552.19                           5.8000%               34   Units
              165.01                                                                            27   Units
              165.02                                                                             7   Units
                 166   IO                                                 5.5500%           64,359   Sq. Ft.
                 167   IO                                  3              5.4800%           36,661   Sq. Ft.
                 168                  34,862.06                           5.7100%           10,489   Sq. Ft.
                 169   IO                                                 5.6700%               91   Units
                 170   IO                                                 5.5100%          106,878   Sq. Ft.
                 171                  34,505.80                           5.7700%           16,592   Sq. Ft.
                 172                  33,916.36                           5.6900%              105   Units
                 173                  33,895.38                           5.7000%           67,808   Sq. Ft.
                 174   IO                                                 5.8500%           76,576   Sq. Ft.
              174.01                                                                        48,150   Sq. Ft.
              174.02                                                                        28,426   Sq. Ft.
                 175                  33,466.50                           5.8400%           71,711   Sq. Ft.
                 176                  32,611.89                           5.6900%           38,053   Sq. Ft.
                 177   IO                                                 5.6600%           42,000   Sq. Ft.
                 178                  32,751.26                           5.7700%           40,000   Sq. Ft.
                 179                  31,817.54                           5.6700%               42   Units
                 180   IO                                                 5.9100%           15,120   Sq. Ft.
                 181                  33,777.32                           6.4000%               96   Units
                 182                  38,866.38                           6.0000%              130   Rooms
                 183                  34,600.11                           6.0200%           89,645   Sq. Ft.
                 184                  31,425.37                           5.8100%           83,528   Sq. Ft.
                 185   IO                                                 5.6000%               78   Units
                 186   IO                                                 6.1700%           46,879   Sq. Ft.
                 187                  31,606.00                           5.9500%           27,085   Sq. Ft.
                 188                  29,116.60                           5.5600%          139,200   Sq. Ft.
                 189                  29,115.15                           5.7300%           18,704   Sq. Ft.
                 190                  29,305.82                           5.7900%           20,040   Sq. Ft.
                 191                  28,420.83                           5.5100%           37,360   Sq. Ft.
                 192   IO                                                 5.8200%           14,820   Sq. Ft.
                 193                  29,115.15                           5.7300%           34,465   Sq. Ft.
                 194   IO                                                 6.1700%           38,256   Sq. Ft.
                 195                  27,267.04                           5.7100%           34,658   Sq. Ft.
                 196                  30,897.13                           5.9900%               91   Rooms
                 197                  27,719.92                           5.7000%           49,285   Sq. Ft.
                 198                  51,614.98                           5.7600%              130   Rooms
                 199                  26,200.23                           5.7800%          100,301   Sq. Ft.
                 200                  26,920.09                           6.1900%           40,059   Sq. Ft.
                 201                  26,267.18                           5.9600%           23,192   Sq. Ft.
                 202                  25,817.13                           5.8000%           37,658   Sq. Ft.
                 203   IO                                                 6.0200%           91,727   Sq. Ft.
                 204                  24,739.65                           5.6200%           37,266   Sq. Ft.
                 205                  25,120.96                           5.7600%           15,120   Sq. Ft.
                 206                  27,495.06                           5.9200%               90   Rooms
                 207                  25,312.59                           5.8300%           31,375   Sq. Ft.
                 208   IO                                                 5.9900%           50,022   Sq. Ft.
                 209   IO                                                 6.0200%           63,650   Sq. Ft.
                 210   IO                                                 6.0200%               45   Units
                 211                  23,317.51                           5.7400%               65   Units
                 212                  23,342.91                           5.7500%           14,245   Sq. Ft.
              212.01                                                                         6,245   Sq. Ft.
              212.02                                                                         8,000   Sq. Ft.
                 213                  23,739.49                           6.0700%           64,800   Sq. Ft.
                 214                  22,880.31                           5.7400%           17,902   Sq. Ft.
                 215                  25,577.52                           6.1200%               86   Rooms
                 216                  22,367.89                           5.6500%               96   Units
                 217                  22,786.51                           5.8800%           20,266   Sq. Ft.
                 218                  22,580.25                           5.8200%              120   Units
                 219   IO                                                 5.9100%           14,560   Sq. Ft.
                 220   IO                                                 5.6100%           39,842   Sq. Ft.
                 221                  21,767.10                           5.5800%           27,895   Sq. Ft.
                 222                  22,603.05                           6.0000%           25,000   Sq. Ft.
                 223   IO                                                 5.4700%           14,490   Sq. Ft.
                 224                  21,474.82                           5.7000%           14,820   Sq. Ft.
                 225                  21,452.11                           5.7400%           73,481   Sq. Ft.
                 226   IO                                                 5.8300%           40,792   Sq. Ft.
                 227                  20,848.81                           5.6800%          101,600   Sq. Ft.
                 228   IO                                                 5.2800%           16,218   Sq. Ft.
                 229                  20,447.29                           5.7600%           14,820   Sq. Ft.
                 230                  19,965.77                           5.7000%           48,235   Sq. Ft.
                 231                  20,253.75                           5.9400%              117   Units
                 232                  19,510.20                           5.8700%           36,481   Sq. Ft.
                 233   IO                                                 5.9700%           31,433   Sq. Ft.
                 234                  21,120.96                           5.9300%               58   Rooms
                 235                  21,080.77                           5.9100%               66   Rooms
                 236                  19,457.38                           6.0500%           34,311   Sq. Ft.
                 237                  19,185.62                           6.0000%           35,700   Sq. Ft.
                 238                  20,539.47                           5.9600%           23,524   Sq. Ft.
                 239                  19,274.06                           5.9700%              100   Rooms
                 240   IO                                                 5.5500%           30,845   Sq. Ft.
                 241                  17,179.85                           5.7000%           49,658   Sq. Ft.
                 242                  16,900.89                           5.6000%              121   Pads
                 243   IO                                                 5.6200%               25   Units
                 244                  18,240.83                           5.9300%               74   Rooms
                 245                  16,572.01                           5.8800%           11,701   Sq. Ft.
                 246                  16,536.22                           5.8600%           27,526   Sq. Ft.
                 247                  16,300.07                           5.8100%           10,336   Sq. Ft.
                 248   IO                                                 5.5300%           14,820   Sq. Ft.
                 249                  16,006.38                           5.8100%            9,600   Sq. Ft.
                 250                  17,528.41                           6.0800%               77   Rooms
                 251                  15,490.28                           5.8000%           37,450   Sq. Ft.
                 252                  15,123.58                           5.6500%            9,900   Sq. Ft.
                 253                  14,036.26                           5.7700%           97,100   Sq. Ft.
                 254                  14,036.26                           5.7700%           92,786   Sq. Ft.
                 255                  12,501.83                           5.7000%           49,940   Sq. Ft.
                 256                  21,880.20                           6.0100%           17,000   Sq. Ft.
                 257                  12,072.33                           5.7000%           63,929   Sq. Ft.
                 258   IO                                                 5.7400%           10,055   Sq. Ft.
                 259                   9,099.61                           6.1100%            5,050   Sq. Ft.
                 260                   9,099.61                           6.1100%            5,816   Sq. Ft.
                 261                   8,250.24                           5.8400%            9,000   Sq. Ft.
                 262                   8,519.54                           6.1800%               38   Units
                 263   IO                                                 5.8700%            7,000   Sq. Ft.

<CAPTION>
Mortgage Loan Number   Original Term to Maturity or ARD (Mos.)   Remaining Term to Maturity or ARD (Mos.)   Maturity Date or ARD
--------------------   ---------------------------------------   ----------------------------------------   --------------------
<S>                    <C>                                       <C>                                        <C>
                   1                                       120                                        117   12/08/16
                1.01
                1.02
                   2                                       120                                        120   03/11/17
                   3                                        60                                         58   01/11/12
                   4                                       120                                        118   01/11/17
                   5                                       120                                        119   02/11/17
                   6                                       120                                        118   01/11/17
                   7                                        84                                         84   03/11/14
                   8                                        60                                         59   02/11/12
                   9                                       120                                        118   01/11/17
                  10                                        60                                         59   02/11/12
                  11                                       120                                        118   01/11/17
                  12                                       120                                        118   01/11/17
                  13                                       120                                        119   02/11/17
               13.01
               13.02
               13.03
               13.04
                  14                                       120                                        120   03/11/17
                  15                                       120                                        118   01/11/17
                  16                                       120                                        118   01/11/17
                  17                                       120                                        119   02/11/17
                  18                                       120                                        118   01/11/17
                  19                                       120                                        119   02/11/17
               19.01
               19.02
               19.03
               19.04
               19.05
               19.06
               19.07
               19.08
               19.09
                  20                                       120                                        119   02/11/17
               20.01
               20.02
               20.03
               20.04
               20.05
               20.06
               20.07
               20.08
               20.09
               20.10
               20.11
               20.12
               20.13
               20.14
                  21                                       120                                        119   02/11/17
                  22                                       120                                        119   02/11/17
                  23                                       120                                        119   02/11/17
               23.01
               23.02
               23.03
               23.04
               23.05
               23.06
                  24                                       120                                        118   01/11/17
                  25                                       120                                        119   02/11/17
                  26                                       120                                        120   03/11/17
                  27                                        60                                         60   03/11/12
                  28                                        60                                         58   01/11/12
                  29                                       120                                        119   02/11/17
               29.01
               29.02
               29.03
               29.04
               29.05
               29.06
               29.07
               29.08
               29.09
               29.10
               29.11
               29.12
               29.13
                  30                                       120                                        118   01/11/17
                  31                                        60                                         58   01/11/12
                  32                                       120                                        117   12/11/16
                  33                                       120                                        115   10/11/16
                  34                                        60                                         59   02/11/12
                  35                                       120                                        118   01/11/17
                  36                                        60                                         58   01/11/12
                  37                                       120                                        119   02/11/17
                  38                                       120                                        118   01/11/17
                  39                                       120                                        117   12/11/16
                  40                                       120                                        117   12/11/16
                  41                                       120                                        119   02/11/17
                  42                                       120                                        119   02/11/17
                  43                                        60                                         58   01/11/12
                  44                                       120                                        119   02/11/17
                  45                                       120                                        118   01/11/17
                  46                                       120                                        118   01/11/17
                  47                                       120                                        119   02/11/17
               47.01
               47.02
               47.03
               47.04
                  48                                        60                                         59   02/11/12
                  49                                       120                                        119   02/11/17
                  50                                       120                                        117   12/11/16
                  51                                       120                                        118   01/11/17
                  52                                       120                                        118   01/11/17
                  53                                       120                                        118   01/11/17
                  54                                       120                                        117   12/11/16
                  55                                       120                                        118   01/11/17
                  56                                       120                                        118   01/11/17
                  57                                       120                                        119   02/11/17
                  58                                       120                                        117   12/11/16
                  59                                       120                                        118   01/11/17
               59.01
               59.02
                  60                                       120                                        118   01/11/17
                  61                                       120                                        117   12/11/16
                  62                                       120                                        118   01/11/17
               62.01
               62.02
                  63                                       120                                        118   01/11/17
                  64                                       120                                        118   01/11/17
                  65                                       120                                        118   01/11/17
                  66                                       120                                        119   02/11/17
                  67                                       120                                        119   02/11/17
                  68                                        60                                         58   01/11/12
                  69                                       120                                        117   12/11/16
                  70                                       120                                        115   10/11/16
                  71                                       120                                        119   02/11/17
               71.01
               71.02
                  72                                       120                                        118   01/11/17
                  73                                       120                                        118   01/11/17
               73.01
               73.02
               73.03
               73.04
               73.05
               73.06
               73.07
               73.08
               73.09
               73.10
               73.11
               73.12
               73.13
               73.14
                  74                                       120                                        118   01/11/17
                  75                                       120                                        118   01/11/17
                  76                                       120                                        118   01/11/17
                  77                                       120                                        118   01/11/17
                  78                                       120                                        117   12/11/16
                  79                                       120                                        120   03/11/17
                  80                                       120                                        117   12/11/16
                  81                                       120                                        118   01/11/17
                  82                                       120                                        119   02/11/17
                  83                                        60                                         58   01/11/12
                  84                                       120                                        115   10/11/16
                  85                                       120                                        118   01/11/17
                  86                                       120                                        119   02/11/17
                  87                                       120                                        117   12/11/16
                  88                                       120                                        118   01/11/17
                  89                                       120                                        118   01/11/17
                  90                                       120                                        116   11/11/16
                  91                                       120                                        119   02/01/17
                  92                                       120                                        117   12/11/16
                  93                                       120                                        118   01/11/17
                  94                                       120                                        117   12/11/16
                  95                                       120                                        118   01/11/17
                  96                                       120                                        117   12/11/16
                  97                                       120                                        120   03/11/17
                  98                                       120                                        118   01/11/17
                  99                                       120                                        119   02/11/17
                 100                                       120                                        120   03/11/17
                 101                                       120                                        119   02/11/17
                 102                                       120                                        119   02/11/17
                 103                                       120                                        119   02/11/17
                 104                                       120                                        117   12/11/16
                 105                                       120                                        118   01/11/17
                 106                                       120                                        117   12/11/16
                 107                                       120                                        118   01/11/17
                 108                                       120                                        119   02/11/17
                 109                                        60                                         58   01/11/12
                 110                                        60                                         57   12/11/11
                 111                                       120                                        118   01/11/17
                 112                                       120                                        117   12/11/16
                 113                                       120                                        117   12/11/16
                 114                                       120                                        117   12/11/16
                 115                                       120                                        119   02/11/17
                 116                                       120                                        119   02/11/17
                 117                                       120                                        119   02/11/17
                 118                                        60                                         58   01/11/12
                 119                                        60                                         59   02/11/12
                 120                                       120                                        117   12/11/16
                 121                                        60                                         58   01/11/12
                 122                                       120                                        119   02/11/17
                 123                                        60                                         58   01/11/12
                 124                                       120                                        118   01/11/17
                 125                                       120                                        120   03/11/17
                 126                                       120                                        119   02/11/17
                 127                                       120                                        118   01/11/17
                 128                                       120                                        118   01/11/17
                 129                                       120                                        118   01/11/17
                 130                                       120                                        118   01/11/17
                 131                                       120                                        118   01/11/17
                 132                                       120                                        117   12/11/16
                 133                                       120                                        118   01/11/17
                 134                                       120                                        119   02/11/17
                 135                                       120                                        117   12/11/16
                 136                                       120                                        118   01/11/17
                 137                                        60                                         58   01/11/12
                 138                                       120                                        120   03/11/17
                 139                                       120                                        118   01/11/17
                 140                                       120                                        120   03/11/17
              140.01
              140.02
                 141                                        60                                         58   01/11/12
                 142                                       120                                        119   02/11/17
                 143                                       120                                        118   01/11/17
                 144                                       120                                        118   01/11/17
                 145                                       120                                        118   01/11/17
                 146                                       120                                        118   01/11/17
                 147                                       120                                        116   11/11/16
                 148                                       120                                        119   02/11/17
                 149                                       120                                        119   02/11/17
                 150                                        60                                         58   01/11/12
                 151                                        60                                         58   01/11/12
                 152                                       120                                        118   01/11/17
                 153                                       120                                        118   01/11/17
                 154                                       120                                        119   02/11/17
                 155                                       120                                        118   01/11/17
                 156                                       120                                        119   02/11/17
                 157                                       120                                        117   12/11/16
                 158                                       120                                        118   01/11/17
                 159                                       120                                        120   03/11/17
                 160                                       120                                        117   12/11/16
                 161                                       120                                        117   12/11/16
                 162                                       120                                        117   12/11/16
                 163                                       120                                        118   01/11/17
                 164                                       120                                        118   01/11/17
                 165                                       120                                        119   02/11/17
              165.01
              165.02
                 166                                       120                                        118   01/11/17
                 167                                       120                                        118   01/11/17
                 168                                       120                                        118   01/11/17
                 169                                       120                                        119   02/11/17
                 170                                        60                                         58   01/11/12
                 171                                       120                                        118   01/11/17
                 172                                       108                                        107   02/11/16
                 173                                       120                                        119   02/11/17
                 174                                       120                                        119   02/11/17
              174.01
              174.02
                 175                                        84                                         81   12/11/13
                 176                                       120                                        118   01/11/17
                 177                                       120                                        117   12/11/16
                 178                                       120                                        120   03/11/17
                 179                                       120                                        118   01/11/17
                 180                                       120                                        119   02/11/17
                 181                                       120                                        119   02/11/17
                 182                                       120                                        117   12/11/16
                 183                                       120                                        119   02/11/17
                 184                                       120                                        117   12/11/16
                 185                                       120                                        118   01/11/17
                 186                                        60                                         59   02/11/12
                 187                                       120                                        118   01/11/17
                 188                                       120                                        118   01/11/17
                 189                                       120                                        120   03/11/17
                 190                                       120                                        118   01/11/17
                 191                                       120                                        119   02/11/17
                 192                                       120                                        120   03/11/17
                 193                                        60                                         57   12/11/11
                 194                                        60                                         59   02/11/12
                 195                                       120                                        117   12/11/16
                 196                                       120                                        118   01/11/17
                 197                                       120                                        119   02/11/17
                 198                                       120                                        117   12/11/16
                 199                                       120                                        118   01/11/17
                 200                                       120                                        115   10/11/16
                 201                                       120                                        119   02/11/17
                 202                                       120                                        118   01/11/17
                 203                                        60                                         56   11/11/11
                 204                                       120                                        118   01/11/17
                 205                                       120                                        119   02/11/17
                 206                                       120                                        118   01/11/17
                 207                                       120                                        116   11/11/16
                 208                                        60                                         58   01/11/12
                 209                                        60                                         56   11/11/11
                 210                                       120                                        117   12/11/16
                 211                                       120                                        119   02/11/17
                 212                                       120                                        118   01/11/17
              212.01
              212.02
                 213                                       120                                        120   03/11/17
                 214                                       120                                        118   01/11/17
                 215                                       120                                        119   02/11/17
                 216                                       120                                        118   01/11/17
                 217                                       120                                        118   01/11/17
                 218                                       120                                        119   02/11/17
                 219                                       120                                        119   02/11/17
                 220                                       120                                        119   02/11/17
                 221                                       120                                        119   02/11/17
                 222                                       120                                        120   03/11/17
                 223                                       120                                        115   10/11/16
                 224                                       120                                        119   02/11/17
                 225                                       120                                        119   02/11/17
                 226                                       120                                        115   10/11/16
                 227                                       120                                        118   01/11/17
                 228                                       120                                        114   09/11/16
                 229                                       120                                        119   02/11/17
                 230                                       120                                        119   02/11/17
                 231                                       120                                        116   11/11/16
                 232                                       120                                        118   01/11/17
                 233                                        60                                         58   01/11/12
                 234                                       120                                        118   01/11/17
                 235                                       120                                        118   01/11/17
                 236                                       120                                        119   02/11/17
                 237                                       120                                        117   12/11/16
                 238                                       120                                        105   12/11/15
                 239                                       120                                        119   02/11/17
                 240                                       120                                        119   02/11/17
                 241                                       120                                        119   02/11/17
                 242                                       120                                        118   01/11/17
                 243                                       120                                        117   12/11/16
                 244                                       120                                        118   01/11/17
                 245                                       120                                        118   01/11/17
                 246                                       120                                        119   02/11/17
                 247                                       120                                        118   01/11/17
                 248                                       120                                        115   10/11/16
                 249                                       120                                        117   12/11/16
                 250                                       120                                        116   11/11/16
                 251                                       120                                        118   01/11/17
                 252                                       120                                        118   01/11/17
                 253                                       120                                        117   12/11/16
                 254                                       120                                        117   12/11/16
                 255                                       120                                        119   02/11/17
                 256                                       132                                        132   03/11/18
                 257                                       120                                        119   02/11/17
                 258                                       120                                        114   09/11/16
                 259                                       120                                        119   02/11/17
                 260                                       120                                        119   02/11/17
                 261                                       120                                        118   01/11/17
                 262                                       120                                        120   03/11/17
                 263                                       120                                        115   10/11/16

<CAPTION>
Mortgage Loan Number  Original Amort Term (Mos.)  Remaining Amort Term (Mos.)  Ground Lease  Master Servicing Fee Rate   ARD Loan
--------------------  --------------------------  ---------------------------  ------------  -------------------------   --------
<S>                   <C>                         <C>                          <C>           <C>                         <C>
                   1                          IO                           IO  Fee                             0.02000%  N
                1.01                                                           Fee
                1.02                                                           Fee
                   2                          IO                           IO  Leasehold                       0.02000%  N
                   3                          IO                           IO  Fee                             0.02000%  N
                   4                          IO                           IO  Fee                             0.02000%  N
                   5                          IO                           IO  Fee                             0.02000%  N
                   6                          IO                           IO  Fee                             0.02000%  N
                   7                          IO                           IO  Fee                             0.02000%  N
                   8                          IO                           IO  Fee                             0.02000%  N
                   9                         360                          360  Both                            0.02000%  N
                  10                          IO                           IO  Fee                             0.02000%  N
                  11                         360                          360  Both                            0.02000%  N
                  12                         360                          360  Fee                             0.02000%  N
                  13                          IO                           IO  Fee                             0.02000%  N
               13.01                                                           Fee
               13.02                                                           Fee
               13.03                                                           Fee
               13.04                                                           Fee
                  14                         360                          360  Fee                             0.02000%  N
                  15                         360                          360  Fee                             0.02000%  N
                  16                          IO                           IO  Fee                             0.02000%  N
                  17                         360                          359  Fee                             0.02000%  N
                  18                         360                          360  Both                            0.02000%  N
                  19                          IO                           IO  Fee                             0.02000%  N
               19.01                                                           Fee
               19.02                                                           Fee
               19.03                                                           Fee
               19.04                                                           Fee
               19.05                                                           Fee
               19.06                                                           Fee
               19.07                                                           Fee
               19.08                                                           Fee
               19.09                                                           Fee
                  20                         360                          360  Fee                             0.02000%  N
               20.01                                                           Fee
               20.02                                                           Fee
               20.03                                                           Fee
               20.04                                                           Fee
               20.05                                                           Fee
               20.06                                                           Fee
               20.07                                                           Fee
               20.08                                                           Fee
               20.09                                                           Fee
               20.10                                                           Fee
               20.11                                                           Fee
               20.12                                                           Fee
               20.13                                                           Fee
               20.14                                                           Fee
                  21                         360                          360  Fee                             0.02000%  N
                  22                          IO                           IO  Fee                             0.03000%  N
                  23                          IO                           IO  Fee                             0.02000%  N
               23.01                                                           Fee
               23.02                                                           Fee
               23.03                                                           Fee
               23.04                                                           Fee
               23.05                                                           Fee
               23.06                                                           Fee
                  24                          IO                           IO  Fee                             0.02000%  N
                  25                          IO                           IO  Fee                             0.02000%  N
                  26                         360                          360  Fee                             0.02000%  N
                  27                          IO                           IO  Fee                             0.02000%  N
                  28                          IO                           IO  Leasehold                       0.02000%  N
                  29                         360                          360  Fee                             0.02000%  N
               29.01                                                           Fee
               29.02                                                           Fee
               29.03                                                           Fee
               29.04                                                           Fee
               29.05                                                           Fee
               29.06                                                           Fee
               29.07                                                           Fee
               29.08                                                           Fee
               29.09                                                           Fee
               29.10                                                           Fee
               29.11                                                           Fee
               29.12                                                           Fee
               29.13                                                           Fee
                  30                          IO                           IO  Fee                             0.02000%  N
                  31                          IO                           IO  Fee                             0.02000%  N
                  32                          IO                           IO  Fee                             0.03000%  N
                  33                         360                          360  Fee                             0.02000%  N
                  34                          IO                           IO  Fee                             0.02000%  N
                  35                         360                          360  Fee                             0.02000%  N
                  36                          IO                           IO  Fee                             0.02000%  N
                  37                          IO                           IO  Fee                             0.02000%  N
                  38                          IO                           IO  Fee                             0.02000%  N
                  39                          IO                           IO  Fee                             0.02000%  N
                  40                         360                          360  Fee                             0.02000%  N
                  41                          IO                           IO  Fee                             0.02000%  N
                  42                         360                          360  Fee                             0.04500%  N
                  43                          IO                           IO  Fee                             0.02000%  N
                  44                         360                          360  Fee                             0.02000%  N
                  45                         360                          360  Fee                             0.02000%  N
                  46                         360                          360  Fee                             0.02000%  N
                  47                         360                          360  Fee                             0.02000%  N
               47.01                                                           Fee
               47.02                                                           Fee
               47.03                                                           Fee
               47.04                                                           Fee
                  48                          IO                           IO  Fee                             0.02000%  N
                  49                          IO                           IO  Fee                             0.02000%  N
                  50                          IO                           IO  Fee                             0.04000%  N
                  51                          IO                           IO  Fee                             0.02000%  Y
                  52                         360                          360  Fee                             0.02000%  N
                  53                         360                          360  Fee                             0.02000%  N
                  54                         360                          360  Fee                             0.06000%  N
                  55                         360                          360  Fee                             0.02000%  N
                  56                         360                          360  Both                            0.02000%  N
                  57                          IO                           IO  Fee                             0.02000%  N
                  58                          IO                           IO  Fee                             0.02000%  N
                  59                          IO                           IO  Fee                             0.02000%  N
               59.01                                                           Fee
               59.02                                                           Fee
                  60                         360                          360  Fee                             0.06000%  N
                  61                          IO                           IO  Fee                             0.02000%  N
                  62                          IO                           IO  Fee                             0.02000%  N
               62.01                                                           Fee
               62.02                                                           Fee
                  63                          IO                           IO  Fee                             0.02000%  N
                  64                         360                          360  Fee                             0.02000%  N
                  65                         360                          360  Fee                             0.02000%  N
                  66                          IO                           IO  Fee                             0.02000%  N
                  67                         360                          360  Fee                             0.02000%  N
                  68                          IO                           IO  Fee                             0.02000%  N
                  69                          IO                           IO  Fee                             0.02000%  N
                  70                         360                          360  Fee                             0.02000%  N
                  71                          IO                           IO  Fee                             0.02000%  N
               71.01                                                           Fee
               71.02                                                           Fee
                  72                         420                          418  Fee                             0.02000%  N
                  73                          IO                           IO  Fee                             0.02000%  N
               73.01                                                           Fee
               73.02                                                           Fee
               73.03                                                           Fee
               73.04                                                           Fee
               73.05                                                           Fee
               73.06                                                           Fee
               73.07                                                           Fee
               73.08                                                           Fee
               73.09                                                           Fee
               73.10                                                           Fee
               73.11                                                           Fee
               73.12                                                           Fee
               73.13                                                           Fee
               73.14                                                           Fee
                  74                          IO                           IO  Fee                             0.02000%  N
                  75                         360                          358  Both                            0.02000%  N
                  76                         360                          360  Fee                             0.02000%  N
                  77                         360                          360  Fee                             0.02000%  N
                  78                          IO                           IO  Fee                             0.02000%  N
                  79                         360                          360  Fee                             0.02000%  N
                  80                          IO                           IO  Fee                             0.02000%  N
                  81                         360                          358  Fee                             0.02000%  N
                  82                          IO                           IO  Fee                             0.02000%  N
                  83                         360                          358  Fee                             0.02000%  N
                  84                          IO                           IO  Fee                             0.02000%  Y
                  85                          IO                           IO  Fee                             0.02000%  N
                  86                          IO                           IO  Fee                             0.02000%  N
                  87                          IO                           IO  Fee                             0.02000%  N
                  88                          IO                           IO  Fee                             0.02000%  Y
                  89                         360                          360  Fee                             0.02000%  N
                  90                         360                          356  Fee                             0.02000%  N
                  91                         360                          360  Fee                             0.02000%  N
                  92                          IO                           IO  Fee                             0.02000%  N
                  93                          IO                           IO  Fee                             0.02000%  N
                  94                          IO                           IO  Fee                             0.04000%  N
                  95                         360                          360  Fee                             0.02000%  N
                  96                          IO                           IO  Fee                             0.02000%  N
                  97                         360                          360  Fee                             0.02000%  N
                  98                         300                          300  Fee                             0.02000%  N
                  99                          IO                           IO  Fee                             0.02000%  N
                 100                          IO                           IO  Fee                             0.02000%  N
                 101                         360                          360  Fee                             0.02000%  N
                 102                          IO                           IO  Fee                             0.02000%  N
                 103                          IO                           IO  Fee                             0.02000%  N
                 104                         360                          360  Fee                             0.02000%  N
                 105                         360                          360  Fee                             0.02000%  N
                 106                         420                          420  Fee                             0.02000%  N
                 107                         360                          360  Fee                             0.02000%  N
                 108                          IO                           IO  Fee                             0.02000%  N
                 109                          IO                           IO  Fee                             0.02000%  N
                 110                          IO                           IO  Fee                             0.02000%  N
                 111                          IO                           IO  Fee                             0.02000%  N
                 112                          IO                           IO  Fee                             0.02000%  N
                 113                         360                          360  Fee                             0.02000%  N
                 114                         420                          417  Fee                             0.02000%  N
                 115                         360                          360  Fee                             0.02000%  N
                 116                         360                          360  Fee                             0.02000%  N
                 117                          IO                           IO  Fee                             0.02000%  Y
                 118                          IO                           IO  Fee                             0.02000%  N
                 119                          IO                           IO  Fee                             0.02000%  N
                 120                         360                          360  Fee                             0.02000%  N
                 121                          IO                           IO  Fee                             0.02000%  N
                 122                          IO                           IO  Fee                             0.04000%  N
                 123                          IO                           IO  Fee                             0.02000%  N
                 124                         360                          360  Fee                             0.02000%  N
                 125                         360                          360  Both                            0.02000%  N
                 126                         360                          360  Fee                             0.02000%  N
                 127                         360                          358  Leasehold                       0.02000%  N
                 128                         360                          360  Fee                             0.02000%  Y
                 129                          IO                           IO  Leasehold                       0.02000%  Y
                 130                         360                          358  Fee                             0.02000%  N
                 131                         360                          360  Fee                             0.02000%  N
                 132                          IO                           IO  Fee                             0.02000%  N
                 133                          IO                           IO  Fee                             0.07000%  N
                 134                         360                          360  Fee                             0.02000%  N
                 135                         360                          360  Fee                             0.02000%  N
                 136                          IO                           IO  Fee                             0.02000%  N
                 137                          IO                           IO  Fee                             0.02000%  N
                 138                          IO                           IO  Leasehold                       0.07000%  N
                 139                         420                          418  Fee                             0.02000%  N
                 140                         360                          360  Fee                             0.02000%  N
              140.01                                                           Fee
              140.02                                                           Fee
                 141                          IO                           IO  Fee                             0.02000%  N
                 142                          IO                           IO  Fee                             0.02000%  N
                 143                          IO                           IO  Fee                             0.02000%  N
                 144                         360                          360  Fee                             0.02000%  N
                 145                         360                          360  Fee                             0.02000%  Y
                 146                          IO                           IO  Fee                             0.07000%  N
                 147                         360                          360  Fee                             0.02000%  N
                 148                          IO                           IO  Fee                             0.07000%  N
                 149                         360                          360  Fee                             0.02000%  N
                 150                          IO                           IO  Fee                             0.02000%  N
                 151                          IO                           IO  Fee                             0.02000%  N
                 152                          IO                           IO  Fee                             0.07000%  N
                 153                         360                          358  Leasehold                       0.02000%  N
                 154                         360                          360  Fee                             0.02000%  N
                 155                         360                          360  Fee                             0.02000%  N
                 156                          IO                           IO  Fee                             0.02000%  N
                 157                         360                          357  Fee                             0.02000%  N
                 158                          IO                           IO  Fee                             0.07000%  N
                 159                         360                          360  Fee                             0.02000%  N
                 160                          IO                           IO  Fee                             0.02000%  N
                 161                         360                          360  Fee                             0.07000%  N
                 162                          IO                           IO  Fee                             0.02000%  N
                 163                          IO                           IO  Fee                             0.02000%  N
                 164                         420                          418  Fee                             0.02000%  N
                 165                         360                          360  Fee                             0.02000%  N
              165.01                                                           Fee
              165.02                                                           Fee
                 166                          IO                           IO  Fee                             0.02000%  N
                 167                          IO                           IO  Fee                             0.02000%  Y
                 168                         360                          360  Fee                             0.02000%  N
                 169                          IO                           IO  Fee                             0.02000%  N
                 170                          IO                           IO  Fee                             0.02000%  N
                 171                         360                          358  Fee                             0.02000%  N
                 172                         360                          359  Fee                             0.02000%  N
                 173                         360                          360  Fee                             0.02000%  N
                 174                          IO                           IO  Fee                             0.02000%  N
              174.01                                                           Fee
              174.02                                                           Fee
                 175                         360                          360  Fee                             0.02000%  N
                 176                         360                          360  Fee                             0.02000%  N
                 177                          IO                           IO  Fee                             0.02000%  N
                 178                         360                          360  Fee                             0.02000%  N
                 179                         360                          360  Both                            0.02000%  N
                 180                          IO                           IO  Fee                             0.02000%  Y
                 181                         360                          360  Fee                             0.02000%  N
                 182                         240                          237  Fee                             0.02000%  N
                 183                         300                          299  Fee                             0.02000%  N
                 184                         360                          360  Fee                             0.07000%  N
                 185                          IO                           IO  Fee                             0.02000%  N
                 186                          IO                           IO  Fee                             0.02000%  N
                 187                         360                          358  Fee                             0.07000%  N
                 188                         360                          360  Fee                             0.02000%  Y
                 189                         360                          360  Fee                             0.02000%  N
                 190                         360                          360  Fee                             0.02000%  N
                 191                         360                          360  Fee                             0.02000%  N
                 192                          IO                           IO  Fee                             0.02000%  N
                 193                         360                          357  Fee                             0.02000%  N
                 194                          IO                           IO  Fee                             0.02000%  N
                 195                         420                          420  Fee                             0.02000%  N
                 196                         300                          298  Leasehold                       0.02000%  N
                 197                         360                          360  Fee                             0.02000%  N
                 198                         120                          117  Fee                             0.02000%  N
                 199                         360                          360  Fee                             0.02000%  Y
                 200                         360                          360  Fee                             0.02000%  N
                 201                         360                          360  Fee                             0.02000%  N
                 202                         360                          358  Fee                             0.02000%  N
                 203                          IO                           IO  Fee                             0.02000%  N
                 204                         360                          360  Fee                             0.02000%  N
                 205                         360                          359  Fee                             0.02000%  Y
                 206                         300                          298  Fee                             0.02000%  N
                 207                         360                          356  Fee                             0.02000%  N
                 208                          IO                           IO  Fee                             0.02000%  N
                 209                          IO                           IO  Fee                             0.02000%  N
                 210                          IO                           IO  Fee                             0.02000%  N
                 211                         360                          359  Fee                             0.02000%  N
                 212                         360                          358  Fee                             0.02000%  N
              212.01                                                           Fee
              212.02                                                           Fee
                 213                         360                          360  Fee                             0.02000%  N
                 214                         360                          360  Fee                             0.02000%  N
                 215                         300                          299  Fee                             0.02000%  N
                 216                         360                          358  Fee                             0.02000%  N
                 217                         360                          360  Fee                             0.02000%  N
                 218                         360                          360  Fee                             0.02000%  N
                 219                          IO                           IO  Fee                             0.02000%  N
                 220                          IO                           IO  Fee                             0.02000%  N
                 221                         360                          359  Fee                             0.02000%  N
                 222                         360                          360  Fee                             0.02000%  N
                 223                          IO                           IO  Fee                             0.02000%  Y
                 224                         360                          360  Fee                             0.02000%  N
                 225                         360                          360  Fee                             0.02000%  N
                 226                          IO                           IO  Fee                             0.02000%  Y
                 227                         360                          360  Fee                             0.02000%  N
                 228                          IO                           IO  Fee                             0.02000%  Y
                 229                         360                          359  Fee                             0.02000%  N
                 230                         360                          360  Fee                             0.02000%  N
                 231                         360                          356  Fee                             0.02000%  N
                 232                         360                          360  Fee                             0.02000%  N
                 233                          IO                           IO  Fee                             0.02000%  N
                 234                         300                          298  Fee                             0.02000%  N
                 235                         300                          298  Fee                             0.02000%  N
                 236                         360                          359  Fee                             0.02000%  N
                 237                         360                          357  Fee                             0.02000%  N
                 238                         300                          285  Fee                             0.02000%  N
                 239                         300                          299  Fee                             0.02000%  N
                 240                          IO                           IO  Fee                             0.02000%  N
                 241                         360                          360  Fee                             0.02000%  N
                 242                         360                          360  Fee                             0.02000%  N
                 243                          IO                           IO  Fee                             0.02000%  N
                 244                         300                          300  Fee                             0.02000%  N
                 245                         360                          360  Fee                             0.02000%  N
                 246                         360                          359  Fee                             0.02000%  N
                 247                         360                          360  Fee                             0.02000%  N
                 248                          IO                           IO  Fee                             0.02000%  Y
                 249                         360                          360  Fee                             0.02000%  N
                 250                         300                          296  Fee                             0.02000%  N
                 251                         360                          358  Fee                             0.02000%  N
                 252                         360                          360  Fee                             0.07000%  N
                 253                         360                          357  Fee                             0.02000%  N
                 254                         360                          357  Fee                             0.02000%  N
                 255                         360                          360  Fee                             0.02000%  N
                 256                         132                          132  Leasehold                       0.02000%  N
                 257                         360                          360  Fee                             0.02000%  N
                 258                          IO                           IO  Fee                             0.02000%  Y
                 259                         360                          359  Fee                             0.02000%  N
                 260                         360                          359  Fee                             0.02000%  N
                 261                         360                          358  Fee                             0.02000%  N
                 262                         300                          300  Fee                             0.02000%  N
                 263                          IO                           IO  Fee                             0.02000%  Y

<CAPTION>
Mortgage Loan Number   Anticipated Repayment Date   Additional Interest Rate
--------------------   --------------------------   -------------------------------------------------------------
<S>                    <C>                          <C>
                   1
                1.01
                1.02
                   2
                   3
                   4
                   5
                   6
                   7
                   8
                   9
                  10
                  11
                  12
                  13
               13.01
               13.02
               13.03
               13.04
                  14
                  15
                  16
                  17
                  18
                  19
               19.01
               19.02
               19.03
               19.04
               19.05
               19.06
               19.07
               19.08
               19.09
                  20
               20.01
               20.02
               20.03
               20.04
               20.05
               20.06
               20.07
               20.08
               20.09
               20.10
               20.11
               20.12
               20.13
               20.14
                  21
                  22
                  23
               23.01
               23.02
               23.03
               23.04
               23.05
               23.06
                  24
                  25
                  26
                  27
                  28
                  29
               29.01
               29.02
               29.03
               29.04
               29.05
               29.06
               29.07
               29.08
               29.09
               29.10
               29.11
               29.12
               29.13
                  30
                  31
                  32
                  33
                  34
                  35
                  36
                  37
                  38
                  39
                  40
                  41
                  42
                  43
                  44
                  45
                  46
                  47
               47.01
               47.02
               47.03
               47.04
                  48
                  49
                  50
                  51                    1/11/2017   Greater of initial interest rate plus 3.0% or TCMYI plus 3.0%
                  52
                  53
                  54
                  55
                  56
                  57
                  58
                  59
               59.01
               59.02
                  60
                  61
                  62
               62.01
               62.02
                  63
                  64
                  65
                  66
                  67
                  68
                  69
                  70
                  71
               71.01
               71.02
                  72
                  73
               73.01
               73.02
               73.03
               73.04
               73.05
               73.06
               73.07
               73.08
               73.09
               73.10
               73.11
               73.12
               73.13
               73.14
                  74
                  75
                  76
                  77
                  78
                  79
                  80
                  81
                  82
                  83
                  84                   10/11/2016   Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
                  85
                  86
                  87
                  88                    1/11/2017   Greater of initial interest rate plus 3.0% or TCMYI plus 3.0%
                  89
                  90
                  91
                  92
                  93
                  94
                  95
                  96
                  97
                  98
                  99
                 100
                 101
                 102
                 103
                 104
                 105
                 106
                 107
                 108
                 109
                 110
                 111
                 112
                 113
                 114
                 115
                 116
                 117                    2/11/2017   Greater of initial interest rate plus 3.0% or TCMYI plus 3.0%
                 118
                 119
                 120
                 121
                 122
                 123
                 124
                 125
                 126
                 127
                 128                    1/11/2017   Greater of initial interest rate plus 3.0% or TCMYI plus 3.0%
                 129                    1/11/2017   Greater of initial interest rate plus 2.5% or TCMYI plus 2.5%
                 130
                 131
                 132
                 133
                 134
                 135
                 136
                 137
                 138
                 139
                 140
              140.01
              140.02
                 141
                 142
                 143
                 144
                 145                    1/11/2017   Greater of initial interest rate plus 2.5% or TCMYI plus 2.5%
                 146
                 147
                 148
                 149
                 150
                 151
                 152
                 153
                 154
                 155
                 156
                 157
                 158
                 159
                 160
                 161
                 162
                 163
                 164
                 165
              165.01
              165.02
                 166
                 167                    1/11/2017   Greater of initial interest rate plus 2.5% or TCMYI plus 2.5%
                 168
                 169
                 170
                 171
                 172
                 173
                 174
              174.01
              174.02
                 175
                 176
                 177
                 178
                 179
                 180                    2/11/2017   Greater of initial interest rate plus 3.0% or TCMYI plus 3.0%
                 181
                 182
                 183
                 184
                 185
                 186
                 187
                 188                    1/11/2017   Greater of initial interest rate plus 2.5% or TCMYI plus 2.5%
                 189
                 190
                 191
                 192
                 193
                 194
                 195
                 196
                 197
                 198
                 199                    1/11/2017   Greater of initial interest rate plus 2.5% or TCMYI plus 2.5%
                 200
                 201
                 202
                 203
                 204
                 205                    2/11/2017   Greater of initial interest rate plus 3.0% or TCMYI plus 3.0%
                 206
                 207
                 208
                 209
                 210
                 211
                 212
              212.01
              212.02
                 213
                 214
                 215
                 216
                 217
                 218
                 219
                 220
                 221
                 222
                 223                   10/11/2016   Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
                 224
                 225
                 226                   10/11/2016   Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
                 227
                 228                    9/11/2016   Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
                 229
                 230
                 231
                 232
                 233
                 234
                 235
                 236
                 237
                 238
                 239
                 240
                 241
                 242
                 243
                 244
                 245
                 246
                 247
                 248                   10/11/2016   Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
                 249
                 250
                 251
                 252
                 253
                 254
                 255
                 256
                 257
                 258                    9/11/2016   Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%
                 259
                 260
                 261
                 262
                 263                   10/11/2016   Greater of initial interest rate plus 2.0% or TCMYI plus 2.0%

<CAPTION>
Mortgage Loan Number   Loan Originator                 Environmental Insurance   Cross Collateralized and Cross Defaulted Loan Flag
--------------------   ---------------                 -----------------------   --------------------------------------------------
<S>                    <C>                             <C>                       <C>
                   1   Wachovia                        Y
                1.01                                   Y
                1.02                                   Y
                   2   Wachovia                        N
                   3   Wachovia                        N
                   4   Wachovia                        N
                   5   Wachovia/Column Financial, Inc. N
                   6   Wachovia                        N
                   7   Artesia                         N
                   8   Wachovia                        N
                   9   Wachovia                        N
                  10   Wachovia                        N
                  11   Wachovia                        N
                  12   Wachovia                        N
                  13   Wachovia                        N
               13.01                                   N
               13.02                                   N
               13.03                                   N
               13.04                                   N
                  14   Wachovia                        N
                  15   Wachovia                        N
                  16   Wachovia                        N
                  17   Wachovia                        N
                  18   Wachovia                        N
                  19   Wachovia                        N
               19.01                                   N
               19.02                                   N
               19.03                                   N
               19.04                                   N
               19.05                                   N
               19.06                                   N
               19.07                                   N
               19.08                                   N
               19.09                                   N
                  20   Wachovia                        N
               20.01                                   N
               20.02                                   N
               20.03                                   N
               20.04                                   N
               20.05                                   N
               20.06                                   N
               20.07                                   N
               20.08                                   N
               20.09                                   N
               20.10                                   N
               20.11                                   N
               20.12                                   N
               20.13                                   N
               20.14                                   N
                  21   Artesia                         N
                  22   Wachovia                        N
                  23   Wachovia                        N
               23.01                                   N
               23.02                                   N
               23.03                                   N
               23.04                                   N
               23.05                                   N
               23.06                                   N
                  24   Wachovia                        N
                  25   Wachovia                        N
                  26   Wachovia                        N
                  27   Wachovia                        N
                  28   Wachovia                        N
                  29   Wachovia                        N
               29.01                                   N
               29.02                                   N
               29.03                                   N
               29.04                                   N
               29.05                                   N
               29.06                                   N
               29.07                                   N
               29.08                                   N
               29.09                                   N
               29.10                                   N
               29.11                                   N
               29.12                                   N
               29.13                                   N
                  30   Artesia                         N
                  31   Wachovia                        N
                  32   Wachovia                        N
                  33   Wachovia                        N
                  34   Wachovia                        N
                  35   Wachovia                        N
                  36   Wachovia                        N
                  37   Wachovia                        N
                  38   Wachovia                        N
                  39   Wachovia                        N
                  40   Wachovia                        N
                  41   Wachovia                        N
                  42   Wachovia                        N
                  43   Wachovia                        N
                  44   Wachovia                        N
                  45   Wachovia                        N
                  46   Wachovia                        N
                  47   Wachovia                        N
               47.01                                   N
               47.02                                   N
               47.03                                   N
               47.04                                   N
                  48   Wachovia                        N
                  49   Wachovia                        N
                  50   Wachovia                        N
                  51   Wachovia                        N
                  52   Wachovia                        N
                  53   Wachovia                        N
                  54   Wachovia                        N
                  55   Wachovia                        N
                  56   Wachovia                        N
                  57   Wachovia                        N
                  58   Artesia                         N
                  59   Wachovia                        N
               59.01                                   N
               59.02                                   N
                  60   Wachovia                        N
                  61   Wachovia                        N
                  62   Artesia                         N
               62.01                                   N
               62.02                                   N
                  63   Wachovia                        N                         MCW III Portfolio
                  64   Wachovia                        N
                  65   Wachovia                        N
                  66   Wachovia                        N                         North County Square Portfolio
                  67   Artesia                         N
                  68   Wachovia                        N
                  69   Wachovia                        N
                  70   Wachovia                        N
                  71   Wachovia                        N
               71.01                                   N
               71.02                                   N
                  72   Artesia                         N
                  73   Wachovia                        N
               73.01                                   N
               73.02                                   N
               73.03                                   N
               73.04                                   N
               73.05                                   N
               73.06                                   N
               73.07                                   N
               73.08                                   N
               73.09                                   N
               73.10                                   N
               73.11                                   N
               73.12                                   N
               73.13                                   N
               73.14                                   N
                  74   Wachovia                        N
                  75   Wachovia                        N
                  76   Wachovia                        N
                  77   Wachovia                        N
                  78   Wachovia                        N
                  79   Artesia                         N
                  80   Wachovia                        N
                  81   Wachovia                        N
                  82   Wachovia                        N
                  83   Wachovia                        N
                  84   Wachovia                        N
                  85   Wachovia                        N
                  86   Wachovia                        N
                  87   Artesia                         N
                  88   Wachovia                        N
                  89   Artesia                         N
                  90   Wachovia                        N
                  91   Wachovia                        N
                  92   Wachovia                        N
                  93   Wachovia                        N
                  94   Wachovia                        N
                  95   Wachovia                        N
                  96   Wachovia                        N
                  97   Artesia                         N
                  98   Artesia                         N
                  99   Wachovia                        N
                 100   Wachovia                        N
                 101   Wachovia                        N
                 102   Wachovia                        N
                 103   Wachovia                        N
                 104   Wachovia                        N
                 105   Wachovia                        N
                 106   Artesia                         N
                 107   Artesia                         N
                 108   Wachovia                        N                         North County Square Portfolio
                 109   Wachovia                        N
                 110   Wachovia                        N
                 111   Wachovia                        N
                 112   Artesia                         N
                 113   Wachovia                        N
                 114   Artesia                         N
                 115   Wachovia                        N
                 116   Wachovia                        N                         Extra Space Portfolio #7
                 117   Wachovia                        N
                 118   Wachovia                        N
                 119   Wachovia                        N
                 120   Wachovia                        N
                 121   Wachovia                        N
                 122   Wachovia                        N
                 123   Wachovia                        N
                 124   Artesia                         N
                 125   Artesia                         N
                 126   Wachovia                        N
                 127   Artesia                         N
                 128   Wachovia                        N
                 129   Wachovia                        N
                 130   Artesia                         N
                 131   Wachovia                        N
                 132   Artesia                         N
                 133   Wachovia                        N
                 134   Wachovia                        N                         Belmont Self Storage Portfolio
                 135   Wachovia                        N
                 136   Wachovia                        N
                 137   Wachovia                        N
                 138   Wachovia                        N
                 139   Artesia                         N
                 140   Wachovia                        N
              140.01                                   N
              140.02                                   N
                 141   Wachovia                        N
                 142   Artesia                         N
                 143   Wachovia                        N
                 144   Wachovia                        N
                 145   Wachovia                        N
                 146   Wachovia                        N
                 147   Wachovia                        N
                 148   Wachovia                        N
                 149   Wachovia                        N
                 150   Wachovia                        N
                 151   Artesia                         N
                 152   Wachovia                        N
                 153   Artesia                         N
                 154   Artesia                         N
                 155   Artesia                         N
                 156   Wachovia                        N
                 157   Artesia                         N
                 158   Wachovia                        N
                 159   Wachovia                        N
                 160   Wachovia                        N
                 161   Wachovia                        N                         Indianapolis Office Portfolio
                 162   Wachovia                        N
                 163   Wachovia                        N                         MCW III Portfolio
                 164   Artesia                         N
                 165   Wachovia                        N
              165.01                                   N
              165.02                                   N
                 166   Wachovia                        N                         MCW III Portfolio
                 167   Wachovia                        N
                 168   Wachovia                        N
                 169   Wachovia                        N
                 170   Wachovia                        N
                 171   Wachovia                        N
                 172   Artesia                         N
                 173   Wachovia                        N                         Extra Space Portfolio #7
                 174   Wachovia                        N
              174.01                                   N
              174.02                                   N
                 175   Wachovia                        N
                 176   Artesia                         N
                 177   Wachovia                        N
                 178   Wachovia                        N
                 179   Wachovia                        N
                 180   Wachovia                        N                         Walgreens Monroe Portfolio
                 181   Wachovia                        N
                 182   Wachovia                        N
                 183   Artesia                         N
                 184   Wachovia                        N                         Indianapolis Office Portfolio
                 185   Artesia                         N
                 186   Wachovia                        N
                 187   Artesia                         N
                 188   Wachovia                        N
                 189   Wachovia                        N
                 190   Artesia                         N
                 191   Wachovia                        N                         Belmont Self Storage Portfolio
                 192   Wachovia                        N
                 193   Wachovia                        N
                 194   Wachovia                        N
                 195   Artesia                         N
                 196   Artesia                         N
                 197   Wachovia                        N                         Extra Space Portfolio #7
                 198   Wachovia                        N
                 199   Wachovia                        N
                 200   Artesia                         N
                 201   Artesia                         N
                 202   Artesia                         N
                 203   Wachovia                        N
                 204   Wachovia                        N
                 205   Wachovia                        N
                 206   Wachovia                        N
                 207   Artesia                         N
                 208   Artesia                         N
                 209   Wachovia                        N
                 210   Artesia                         N
                 211   Wachovia                        N
                 212   Artesia                         N
              212.01                                   N
              212.02                                   N
                 213   Artesia                         N
                 214   Artesia                         N
                 215   Artesia                         N
                 216   Artesia                         N
                 217   Artesia                         N
                 218   Wachovia                        N
                 219   Wachovia                        N                         Walgreens Monroe Portfolio
                 220   Artesia                         N
                 221   Artesia                         N
                 222   Artesia                         N
                 223   Wachovia                        N
                 224   Wachovia                        N
                 225   Wachovia                        N
                 226   Wachovia                        N                         Cole Retail Portfolio
                 227   Artesia                         N
                 228   Wachovia                        N
                 229   Wachovia                        N
                 230   Wachovia                        N                         Extra Space Portfolio #7
                 231   Artesia                         N
                 232   Wachovia                        N
                 233   Artesia                         N
                 234   Artesia                         N
                 235   Artesia                         N
                 236   Wachovia                        N
                 237   Artesia                         N
                 238   Artesia                         N
                 239   Wachovia                        N
                 240   Wachovia                        N
                 241   Wachovia                        N                         Extra Space Portfolio #7
                 242   Wachovia                        N
                 243   Wachovia                        N
                 244   Artesia                         N
                 245   Artesia                         N
                 246   Artesia                         N
                 247   Artesia                         N
                 248   Wachovia                        N                         Cole Retail Portfolio
                 249   Wachovia                        N
                 250   Wachovia                        N
                 251   Wachovia                        N
                 252   Wachovia                        N
                 253   Wachovia                        N
                 254   Wachovia                        N
                 255   Wachovia                        N                         Extra Space Portfolio #7
                 256   Artesia                         N
                 257   Wachovia                        N                         Extra Space Portfolio #7
                 258   Wachovia                        N                         Cole Retail Portfolio
                 259   Artesia                         N
                 260   Artesia                         N
                 261   Artesia                         N
                 262   Artesia                         N
                 263   Wachovia                        N

<CAPTION>
Mortgage Loan Number   Prepayment Provisions   Early Defeasance   Secured by LC   Interest Accrual Method   Lockbox
--------------------   ---------------------   ----------------   -------------   -----------------------   ---------
<S>                    <C>                     <C>                <C>             <C>                       <C>
                   1   Y                       N                  N               Actual/360                Day 1
                1.01
                1.02
                   2   Y                       N                  N               Actual/360                Day 1
                   3   Y                       N                  N               Actual/360                Day 1
                   4   Y                       N                  N               Actual/360                Day 1
                   5   Y                       N                  N               Actual/360                Day 1
                   6   Y                       N                  N               Actual/360                Springing
                   7   Y                       N                  N               Actual/360                Day 1
                   8   N                       N                  N               Actual/360                Springing
                   9   Y                       N                  N               Actual/360                Day 1
                  10   Y                       N                  N               Actual/360
                  11   Y                       N                  N               Actual/360
                  12   Y                       N                  N               Actual/360                Day 1
                  13   Y                       N                  N               Actual/360                Day 1
               13.01
               13.02
               13.03
               13.04
                  14   Y                       N                  N               Actual/360                Day 1
                  15   Y                       N                  N               Actual/360                Day 1
                  16   Y                       N                  N               Actual/360                Day 1
                  17   Y                       N                  N               Actual/360
                  18   Y                       N                  Y               Actual/360                Day 1
                  19   Y                       N                  N               Actual/360
               19.01
               19.02
               19.03
               19.04
               19.05
               19.06
               19.07
               19.08
               19.09
                  20   Y                       N                  N               Actual/360                Day 1
               20.01
               20.02
               20.03
               20.04
               20.05
               20.06
               20.07
               20.08
               20.09
               20.10
               20.11
               20.12
               20.13
               20.14
                  21   Y                       N                  N               Actual/360
                  22   Y                       N                  N               Actual/360                Springing
                  23   Y                       N                  N               Actual/360                Day 1
               23.01
               23.02
               23.03
               23.04
               23.05
               23.06
                  24   Y                       N                  Y               Actual/360                Day 1
                  25   Y                       N                  N               Actual/360
                  26   Y                       N                  N               Actual/360                Day 1
                  27   Y                       N                  Y               Actual/360
                  28   Y                       N                  N               Actual/360                Day 1
                  29   Y                       N                  N               Actual/360                Day 1
               29.01
               29.02
               29.03
               29.04
               29.05
               29.06
               29.07
               29.08
               29.09
               29.10
               29.11
               29.12
               29.13
                  30   Y                       N                  N               Actual/360
                  31   N                       N                  N               Actual/360                Day 1
                  32   Y                       N                  N               Actual/360                Springing
                  33   Y                       N                  N               Actual/360                Day 1
                  34   N                       N                  N               Actual/360
                  35   Y                       N                  N               Actual/360                Springing
                  36   N                       N                  N               Actual/360
                  37   Y                       N                  Y               Actual/360
                  38   Y                       N                  N               Actual/360                Day 1
                  39   Y                       N                  N               Actual/360
                  40   Y                       N                  N               Actual/360
                  41   Y                       N                  N               Actual/360
                  42   Y                       N                  N               Actual/360                Springing
                  43   Y                       N                  N               Actual/360                Day 1
                  44   N                       N                  N               Actual/360
                  45   Y                       N                  N               Actual/360                Day 1
                  46   Y                       N                  N               Actual/360                Day 1
                  47   Y                       N                  N               Actual/360                Day 1
               47.01
               47.02
               47.03
               47.04
                  48   Y                       N                  N               Actual/360
                  49   Y                       N                  N               Actual/360
                  50   Y                       N                  N               Actual/360
                  51   N                       N                  N               Actual/360                Day 1
                  52   Y                       N                  N               Actual/360                Day 1
                  53   Y                       N                  N               Actual/360                Day 1
                  54   N                       N                  N               Actual/360
                  55   Y                       N                  N               Actual/360                Day 1
                  56   Y                       N                  N               Actual/360                Day 1
                  57   Y                       N                  N               Actual/360
                  58   Y                       N                  N               Actual/360
                  59   Y                       N                  N               Actual/360
               59.01
               59.02
                  60   Y                       N                  N               Actual/360                Springing
                  61   N                       N                  N               Actual/360                Springing
                  62   Y                       N                  N               Actual/360
               62.01
               62.02
                  63   Y                       N                  N               Actual/360
                  64   Y                       N                  N               Actual/360
                  65   Y                       N                  N               Actual/360                Springing
                  66   N                       N                  N               Actual/360
                  67   Y                       N                  N               Actual/360
                  68   N                       N                  N               Actual/360
                  69   Y                       N                  Y               Actual/360
                  70   Y                       N                  N               Actual/360                Springing
                  71   Y                       N                  N               Actual/360
               71.01
               71.02
                  72   Y                       N                  Y               Actual/360
                  73   Y                       N                  N               Actual/360                Day 1
               73.01
               73.02
               73.03
               73.04
               73.05
               73.06
               73.07
               73.08
               73.09
               73.10
               73.11
               73.12
               73.13
               73.14
                  74   Y                       N                  N               Actual/360
                  75   Y                       N                  N               Actual/360
                  76   Y                       N                  N               Actual/360                Springing
                  77   Y                       N                  N               Actual/360                Day 1
                  78   Y                       N                  N               Actual/360
                  79   Y                       N                  N               Actual/360
                  80   Y                       N                  N               Actual/360                Day 1
                  81   Y                       N                  N               Actual/360
                  82   Y                       N                  Y               Actual/360                Day 1
                  83   Y                       N                  N               Actual/360                Day 1
                  84   Y                       N                  N               Actual/360                Springing
                  85   Y                       N                  N               Actual/360                Day 1
                  86   Y                       N                  N               Actual/360
                  87   Y                       N                  N               Actual/360
                  88   N                       N                  N               Actual/360                Day 1
                  89   Y                       N                  N               Actual/360
                  90   Y                       N                  N               Actual/360
                  91   Y                       N                  N               Actual/360
                  92   Y                       N                  N               Actual/360
                  93   Y                       N                  N               30/360
                  94   Y                       N                  N               Actual/360                Springing
                  95   Y                       N                  N               Actual/360
                  96   Y                       N                  N               Actual/360
                  97   Y                       N                  N               Actual/360
                  98   Y                       N                  N               Actual/360
                  99   Y                       N                  N               Actual/360
                 100   Y                       N                  N               Actual/360
                 101   Y                       N                  N               Actual/360
                 102   Y                       N                  N               Actual/360
                 103   N                       N                  N               Actual/360                Springing
                 104   Y                       N                  N               Actual/360
                 105   Y                       N                  N               Actual/360                Day 1
                 106   Y                       N                  N               Actual/360
                 107   N                       N                  N               Actual/360
                 108   N                       N                  N               Actual/360
                 109   N                       N                  N               Actual/360                Springing
                 110   Y                       N                  Y               Actual/360
                 111   Y                       N                  N               Actual/360
                 112   Y                       N                  N               Actual/360
                 113   Y                       N                  N               Actual/360                Day 1
                 114   Y                       N                  Y               Actual/360                Springing
                 115   Y                       N                  Y               Actual/360
                 116   N                       N                  N               Actual/360                Springing
                 117   N                       N                  N               Actual/360                Day 1
                 118   N                       N                  N               Actual/360                Springing
                 119   Y                       N                  N               Actual/360
                 120   Y                       N                  N               Actual/360                Springing
                 121   Y                       N                  N               Actual/360
                 122   N                       N                  N               Actual/360
                 123   N                       N                  N               Actual/360
                 124   Y                       N                  N               Actual/360
                 125   Y                       N                  Y               Actual/360
                 126   Y                       N                  N               Actual/360                Springing
                 127   Y                       N                  N               Actual/360
                 128   N                       N                  N               Actual/360                Springing
                 129   N                       N                  N               Actual/360                Springing
                 130   Y                       N                  Y               Actual/360
                 131   Y                       N                  N               Actual/360                Springing
                 132   Y                       N                  N               Actual/360
                 133   Y                       N                  N               Actual/360
                 134   Y                       N                  N               Actual/360
                 135   Y                       N                  N               Actual/360
                 136   Y                       N                  N               Actual/360
                 137   Y                       N                  N               Actual/360
                 138   Y                       N                  N               Actual/360
                 139   Y                       N                  N               Actual/360
                 140   Y                       N                  Y               Actual/360
              140.01
              140.02
                 141   Y                       N                  N               Actual/360
                 142   Y                       N                  Y               Actual/360                Springing
                 143   N                       N                  N               Actual/360                Springing
                 144   Y                       N                  N               Actual/360
                 145   Y                       N                  N               Actual/360                Springing
                 146   Y                       N                  N               Actual/360
                 147   Y                       N                  N               Actual/360                Day 1
                 148   Y                       N                  N               Actual/360
                 149   Y                       N                  N               Actual/360
                 150   N                       N                  N               Actual/360
                 151   Y                       N                  N               Actual/360
                 152   Y                       N                  Y               Actual/360
                 153   Y                       N                  N               Actual/360
                 154   Y                       N                  N               Actual/360                Day 1
                 155   Y                       N                  N               Actual/360
                 156   Y                       N                  N               Actual/360
                 157   Y                       N                  N               Actual/360
                 158   Y                       N                  N               Actual/360
                 159   Y                       N                  N               Actual/360
                 160   Y                       N                  N               Actual/360
                 161   Y                       N                  N               Actual/360
                 162   Y                       N                  N               Actual/360
                 163   Y                       N                  N               Actual/360
                 164   Y                       N                  N               Actual/360
                 165   Y                       N                  N               Actual/360
              165.01
              165.02
                 166   Y                       N                  N               Actual/360
                 167   N                       N                  N               Actual/360                Springing
                 168   N                       N                  N               Actual/360                Springing
                 169   Y                       N                  N               Actual/360
                 170   Y                       N                  N               Actual/360                Day 1
                 171   Y                       N                  N               Actual/360
                 172   Y                       N                  Y               Actual/360
                 173   N                       N                  N               Actual/360                Springing
                 174   Y                       N                  N               Actual/360
              174.01
              174.02
                 175   N                       N                  N               Actual/360
                 176   Y                       N                  N               Actual/360
                 177   Y                       N                  N               Actual/360
                 178   Y                       N                  N               Actual/360
                 179   N                       N                  N               Actual/360                Springing
                 180   Y                       N                  N               Actual/360                Springing
                 181   Y                       N                  N               Actual/360
                 182   Y                       N                  N               Actual/360
                 183   Y                       N                  N               Actual/360                Day 1
                 184   Y                       N                  Y               Actual/360
                 185   Y                       N                  N               Actual/360
                 186   N                       N                  N               Actual/360
                 187   Y                       N                  N               Actual/360
                 188   Y                       N                  N               Actual/360                Springing
                 189   Y                       N                  N               Actual/360
                 190   Y                       N                  N               Actual/360
                 191   Y                       N                  N               Actual/360
                 192   Y                       N                  N               Actual/360
                 193   N                       N                  N               Actual/360                Springing
                 194   N                       N                  N               Actual/360
                 195   Y                       N                  N               Actual/360
                 196   N                       N                  N               Actual/360
                 197   N                       N                  N               Actual/360                Springing
                 198   Y                       N                  N               Actual/360
                 199   Y                       N                  N               Actual/360                Springing
                 200   Y                       N                  Y               Actual/360
                 201   Y                       N                  N               Actual/360
                 202   Y                       N                  N               Actual/360
                 203   Y                       N                  N               Actual/360                Springing
                 204   Y                       N                  N               Actual/360
                 205   Y                       N                  N               Actual/360                Springing
                 206   Y                       N                  N               Actual/360
                 207   Y                       N                  N               Actual/360                Springing
                 208   Y                       N                  Y               Actual/360                Springing
                 209   Y                       N                  N               Actual/360                Springing
                 210   Y                       N                  N               Actual/360
                 211   Y                       N                  N               Actual/360
                 212   Y                       N                  N               Actual/360
              212.01
              212.02
                 213   Y                       N                  N               Actual/360                Springing
                 214   Y                       N                  N               Actual/360
                 215   Y                       N                  N               Actual/360
                 216   Y                       N                  N               Actual/360
                 217   N                       N                  N               Actual/360
                 218   Y                       N                  N               Actual/360
                 219   Y                       N                  N               Actual/360
                 220   N                       N                  N               Actual/360
                 221   Y                       N                  N               Actual/360
                 222   Y                       N                  Y               Actual/360                Springing
                 223   Y                       N                  N               Actual/360                Springing
                 224   Y                       N                  N               Actual/360
                 225   Y                       N                  N               Actual/360                Springing
                 226   Y                       N                  N               Actual/360                Springing
                 227   Y                       N                  N               Actual/360
                 228   Y                       N                  N               Actual/360                Springing
                 229   Y                       N                  N               Actual/360
                 230   N                       N                  N               Actual/360                Springing
                 231   Y                       N                  N               Actual/360
                 232   Y                       N                  Y               Actual/360
                 233   Y                       N                  N               Actual/360
                 234   Y                       N                  N               Actual/360
                 235   Y                       N                  N               Actual/360
                 236   Y                       N                  N               Actual/360
                 237   Y                       N                  N               Actual/360                Day 1
                 238   Y                       N                  N               Actual/360                Day 1
                 239   Y                       N                  N               Actual/360
                 240   Y                       N                  N               Actual/360
                 241   N                       N                  N               Actual/360                Springing
                 242   Y                       N                  N               Actual/360
                 243   Y                       N                  N               Actual/360
                 244   Y                       N                  N               Actual/360
                 245   N                       N                  N               Actual/360
                 246   Y                       N                  N               Actual/360
                 247   Y                       N                  N               Actual/360
                 248   Y                       N                  N               Actual/360                Springing
                 249   Y                       N                  N               Actual/360
                 250   N                       N                  N               Actual/360
                 251   N                       N                  N               Actual/360
                 252   Y                       N                  N               Actual/360
                 253   Y                       N                  N               Actual/360
                 254   Y                       N                  N               Actual/360
                 255   N                       N                  N               Actual/360                Springing
                 256   Y                       N                  N               Actual/360                Day 1
                 257   N                       N                  N               Actual/360                Springing
                 258   Y                       N                  N               Actual/360                Springing
                 259   N                       N                  N               Actual/360
                 260   N                       N                  N               Actual/360
                 261   N                       N                  N               Actual/360                Springing
                 262   Y                       N                  N               Actual/360
                 263   Y                       N                  N               Actual/360                Springing

<CAPTION>
Mortgage Loan Number   Annual Deposit to Replacement Reserves   Initial Deposit to Capital Improvements Reserve
--------------------   --------------------------------------   -----------------------------------------------
<S>                    <C>                                      <C>
                   1                                2,808,000
                1.01
                1.02
                   2                                   57,638
                   3
                   4                                                                                    190,000
                   5                                   91,481                                             7,875
                   6
                   7
                   8   3.0% of Yearly Gross Revenue
                   9                                  398,049
                  10
                  11
                  12
                  13
               13.01
               13.02
               13.03
               13.04
                  14                                   87,215
                  15                                   30,565
                  16
                  17                                   37,740
                  18                                  142,131                                            41,406
                  19                                   89,785
               19.01
               19.02
               19.03
               19.04
               19.05
               19.06
               19.07
               19.08
               19.09
                  20                                  151,013                                           843,241
               20.01
               20.02
               20.03
               20.04
               20.05
               20.06
               20.07
               20.08
               20.09
               20.10
               20.11
               20.12
               20.13
               20.14
                  21
                  22                                   74,000                                            93,750
                  23
               23.01
               23.02
               23.03
               23.04
               23.05
               23.06
                  24
                  25
                  26                                   38,400
                  27                                   53,787
                  28                                                                                      7,750
                  29                                   98,700                                           241,713
               29.01
               29.02
               29.03
               29.04
               29.05
               29.06
               29.07
               29.08
               29.09
               29.10
               29.11
               29.12
               29.13
                  30
                  31                                   63,300
                  32                                   60,750                                            72,331
                  33                                  126,507
                  34
                  35                                    8,126
                  36                                   28,510                                            25,500
                  37
                  38
                  39                                                                                      6,750
                  40
                  41                                   55,413
                  42                                   11,565                                            36,875
                  43                                   25,400
                  44                                   76,328
                  45
                  46                                   15,411
                  47                                   37,056
               47.01
               47.02
               47.03
               47.04
                  48                                   23,843
                  49
                  50                                   78,000
                  51                                   38,544
                  52                                   14,850
                  53                                   17,708
                  54                                  474,176                                            24,075
                  55                                   52,266                                            47,500
                  56
                  57                                    7,775                                             5,250
                  58                                  123,407                                            21,875
                  59                                  227,434                                            58,938
               59.01
               59.02
                  60                                    7,690
                  61                                                                                     27,613
                  62
               62.01
               62.02
                  63
                  64                                  201,859                                           300,000
                  65                                  157,500
                  66                                   10,308
                  67                                   21,480
                  68                                   32,192
                  69                                   99,072
                  70                                                                                    306,621
                  71                                   25,009                                            20,349
               71.01
               71.02
                  72
                  73
               73.01
               73.02
               73.03
               73.04
               73.05
               73.06
               73.07
               73.08
               73.09
               73.10
               73.11
               73.12
               73.13
               73.14
                  74                                   85,500
                  75   4.0% of Yearly Gross Revenue
                  76                                   22,518                                             8,750
                  77                                   32,784
                  78
                  79                                   40,782
                  80                                   15,485
                  81                                   67,500
                  82
                  83                                   55,675
                  84
                  85
                  86                                    7,826
                  87                                   16,327
                  88                                   52,370
                  89
                  90                                   23,750
                  91                                   22,424
                  92                                   49,303                                           117,250
                  93                                                                                     28,858
                  94                                   28,750
                  95                                   17,933
                  96
                  97
                  98                                  299,862
                  99                                   17,528                                             7,813
                 100                                    5,472
                 101                                   10,413
                 102                                   12,560
                 103                                                                                    142,138
                 104
                 105                                   12,123
                 106                                   12,021
                 107                                                                                      5,000
                 108                                    7,128
                 109                                   44,640
                 110                                   47,584
                 111                                   23,810
                 112
                 113                                                                                     27,525
                 114                                   18,595
                 115                                   16,746
                 116                                   10,344                                            22,500
                 117                                   21,360
                 118                                   14,177                                            10,563
                 119                                   17,128                                           198,988
                 120                                    4,002
                 121                                   20,700                                            19,085
                 122                                   18,860
                 123                                   34,362
                 124
                 125                                   39,207
                 126                                   63,250
                 127                                  111,875
                 128
                 129
                 130                                   11,666
                 131                                   28,041                                            46,875
                 132                                   38,838                                            67,813
                 133                                   68,000
                 134                                   15,333
                 135                                   14,798
                 136                                   29,500
                 137                                   48,000                                             5,625
                 138                                                                                     21,000
                 139                                    7,370
                 140                                   34,550
              140.01
              140.02
                 141
                 142                                   14,074
                 143
                 144                                    6,381
                 145                                   53,428
                 146                                    2,262
                 147   $0.15/SF                                                                         258,125
                 148                                   33,000
                 149                                   10,525
                 150
                 151                                   38,250
                 152                                   25,910
                 153                                   97,000
                 154                                   53,000
                 155                                    4,853
                 156                                    9,239
                 157                                   11,302
                 158                                   23,724
                 159                                    4,006
                 160                                   21,454
                 161                                   22,173
                 162                                   14,000
                 163
                 164                                    4,172
                 165                                   15,150
              165.01
              165.02
                 166
                 167
                 168
                 169                                   25,389                                           144,188
                 170                                   17,100
                 171                                      830                                            13,813
                 172                                   23,625
                 173                                   14,076
                 174                                    6,861
              174.01
              174.02
                 175                                                                                      3,188
                 176
                 177                                    4,200
                 178                                    4,000
                 179
                 180                                    1,512
                 181                                   27,456
                 182                                  120,640
                 183                                   17,929
                 184                                   21,717
                 185                                   23,400                                             7,500
                 186                                    5,152                                            87,816
                 187                                    4,063
                 188
                 189                                    2,620
                 190
                 191                                    9,533
                 192
                 193
                 194                                    3,443
                 195                                    5,194
                 196                                   69,914
                 197                                    4,932
                 198                                  123,600                                             5,625
                 199                                   10,030
                 200                                    6,000
                 201                                    3,479
                 202                                    7,081
                 203                                    8,256                                            36,600
                 204                                    3,727
                 205
                 206                                   42,968
                 207                                    8,011
                 208                                   10,004                                            12,750
                 209                                    9,548
                 210                                   10,800
                 211                                   16,250
                 212                                    2,849
              212.01
              212.02
                 213                                    6,480
                 214                                    2,685
                 215                                   53,480
                 216
                 217                                    5,916
                 218                                   30,000
                 219
                 220
                 221                                   10,321
                 222                                    5,004
                 223
                 224
                 225
                 226
                 227                                   15,240
                 228
                 229
                 230                                    5,616                                            63,125
                 231                                   35,100                                            13,750
                 232                                    3,648
                 233                                    8,175                                            57,246
                 234                                   46,197
                 235                                   45,000
                 236                                    3,431                                           225,000
                 237                                    5,355
                 238                                    5,895
                 239                                   40,800
                 240                                    5,861                                            14,939
                 241                                   19,908                                             7,500
                 242                                    3,630
                 243                                    6,250
                 244                                   32,493
                 245                                    5,152
                 246                                    7,410
                 247                                    1,514
                 248
                 249                                      960
                 250                                   36,620
                 251                                    4,119                                            10,625
                 252                                    1,881
                 253                                    4,855                                            28,125
                 254                                    4,639                                           295,000
                 255                                   47,352                                            27,750
                 256
                 257                                   13,440                                            14,688
                 258
                 259                                      765
                 260                                      872
                 261
                 262                                   10,184
                 263

<CAPTION>
Mortgage Loan Number   Initial TI/LC Escrow   Ongoing TI/LC Footnote
--------------------   --------------------   ----------------------
<S>                    <C>                    <C>
                   1
                1.01
                1.02
                   2
                   3
                   4
                   5             10,173,115
                   6              5,299,298
                   7              6,100,000
                   8
                   9             15,000,000
                  10
                  11
                  12              4,519,899
                  13
               13.01
               13.02
               13.03
               13.04
                  14                741,715
                  15              4,000,000                       (9)
                  16
                  17                                              (9)
                  18              1,300,000
                  19
               19.01
               19.02
               19.03
               19.04
               19.05
               19.06
               19.07
               19.08
               19.09
                  20                                              (9)
               20.01
               20.02
               20.03
               20.04
               20.05
               20.06
               20.07
               20.08
               20.09
               20.10
               20.11
               20.12
               20.13
               20.14
                  21                                              (9)
                  22
                  23
               23.01
               23.02
               23.03
               23.04
               23.05
               23.06
                  24                650,000                       (9)
                  25
                  26
                  27
                  28                                              (9)
                  29                                              (9)
               29.01
               29.02
               29.03
               29.04
               29.05
               29.06
               29.07
               29.08
               29.09
               29.10
               29.11
               29.12
               29.13
                  30
                  31              2,819,000
                  32
                  33              3,000,000
                  34
                  35                750,000
                  36
                  37
                  38
                  39
                  40
                  41                                              (9)
                  42
                  43
                  44
                  45
                  46                300,000                       (9)
                  47                                              (9)
               47.01
               47.02
               47.03
               47.04
                  48                                              (9)
                  49
                  50
                  51
                  52                                              (9)
                  53                                              (9)
                  54
                  55              2,000,000
                  56
                  57
                  58
                  59
               59.01
               59.02
                  60
                  61
                  62                725,995
               62.01
               62.02
                  63
                  64                                              (9)
                  65
                  66
                  67
                  68                259,000
                  69
                  70
                  71                400,000                       (9)
               71.01
               71.02
                  72
                  73
               73.01
               73.02
               73.03
               73.04
               73.05
               73.06
               73.07
               73.08
               73.09
               73.10
               73.11
               73.12
               73.13
               73.14
                  74
                  75
                  76              1,650,000
                  77                                              (9)
                  78
                  79                500,000
                  80                                              (9)
                  81
                  82
                  83                                              (9)
                  84
                  85
                  86                475,000                       (9)
                  87                                              (9)
                  88
                  89
                  90
                  91                                              (9)
                  92
                  93
                  94
                  95                                              (9)
                  96                                              (9)
                  97              1,000,000                       (9)
                  98
                  99                760,000                       (9)
                 100                 63,000
                 101                                              (9)
                 102                                              (9)
                 103
                 104                300,000                       (9)
                 105                                              (9)
                 106                                              (9)
                 107
                 108
                 109
                 110
                 111                250,000                       (9)
                 112
                 113              1,000,000
                 114                                              (9)
                 115
                 116
                 117
                 118
                 119                                              (9)
                 120                110,694                       (9)
                 121
                 122                650,000
                 123
                 124                                              (9)
                 125                                              (9)
                 126
                 127
                 128                300,000
                 129
                 130                                              (9)
                 131              1,500,000                       (9)
                 132
                 133
                 134
                 135                                              (9)
                 136
                 137
                 138
                 139                                              (9)
                 140
              140.01
              140.02
                 141
                 142
                 143
                 144                                              (9)
                 145                                              (9)
                 146                                              (9)
                 147                100,000                       (9)
                 148
                 149
                 150              1,286,000
                 151
                 152
                 153
                 154
                 155                                              (9)
                 156                200,000                       (9)
                 157
                 158                150,000                       (9)
                 159                 48,000                       (9)
                 160
                 161                400,000                       (9)
                 162
                 163
                 164
                 165
              165.01
              165.02
                 166
                 167
                 168
                 169
                 170
                 171
                 172
                 173
                 174
              174.01
              174.02
                 175                200,000
                 176
                 177                 42,000
                 178                                              (9)
                 179
                 180
                 181
                 182
                 183                360,000                       (9)
                 184                                              (9)
                 185
                 186                                              (9)
                 187                                              (9)
                 188
                 189                200,000                       (9)
                 190                                              (9)
                 191
                 192
                 193
                 194                                              (9)
                 195                                              (9)
                 196
                 197
                 198
                 199                210,000
                 200
                 201                 50,000                       (9)
                 202                                              (9)
                 203                225,000
                 204                                              (9)
                 205
                 206
                 207                                              (9)
                 208                225,000
                 209
                 210
                 211
                 212                                              (9)
              212.01
              212.02
                 213                                              (9)
                 214                 50,000                       (9)
                 215
                 216
                 217                                              (9)
                 218
                 219
                 220
                 221                 75,000                       (9)
                 222                                              (9)
                 223
                 224
                 225                 75,000                       (9)
                 226
                 227                                              (9)
                 228
                 229
                 230
                 231
                 232                                              (9)
                 233                                              (9)
                 234
                 235
                 236                                              (9)
                 237                320,000                       (9)
                 238                 50,000                       (9)
                 239
                 240                350,000
                 241
                 242
                 243
                 244
                 245                                              (9)
                 246                                              (9)
                 247                                              (9)
                 248
                 249                                              (9)
                 250
                 251
                 252                                              (9)
                 253
                 254
                 255
                 256
                 257
                 258
                 259                                              (9)
                 260                                              (9)
                 261
                 262
                 263
</TABLE>

(1)   Four Mortgage Loans (loan numbers 1, 2, 4 and 5), representing 34.6% of
      the mortgage pool (3 Mortgage Loans in Loan Group 1 or 22.1% and 1
      Mortgage Loan in Loan Group 2 or 65.5%) are part of a split loan structure
      and the related pari passu companion loans are not included in the Trust
      Fund with respect to the Mortgage Loan, unless otherwise specified.

(2)   The Peter Cooper Village & Stuyvesant Town Loan is part of a split loan
      structure that includes one or more pari passu companion loans that are
      not included in the Trust Fund. With respect to this Mortgage Loan, unless
      otherwise specified, the calculations of LTV Ratios, DSC Ratio and Cut-Off
      Date Balance per unit are based on the aggregate indebtedness of or debt
      service on, as applicable, the related Mortgage Loan and the related pari
      passu companion loan, but not any related future pari passu companion
      loan.

(3)   Annual deposit to replacement reserves is $57,638 through the first year,
      adjusted for CPI as of November 2006 thereafter.

(4)   With respect to the 485 Lexington Avenue mortgage loan (loan number 5),
      representing 4.0% of the mortgage pool (5.6% of loan group 1), a 40%
      interest in the whole loan is being sold to the trust fund by Wachovia
      Bank, National Association, and a 30% interest in the whole loan is being
      sold to the trust fund by Column Financial, Inc. (the remaining 30%
      interest is held by Morgan Stanley Mortgage Capital, Inc.) Both mortgage
      loan sellers are credited with the mortgage loan but are only credited
      with their respective pro rata portion of that mortgage loan.

(5)   In connection with the closing of the One Congress Street Loan and the One
      Congress Street Subordinate Companion Loan, there was also an initial
      deposit to a leasing achievement reserve in the amount of $4,500,000, an
      initial deposit to a capital expenditure reserve in the amount of
      $2,400,000 and an initial deposit to a debt service reserve in the amount
      of $4,500,000.

(6)   Commencing March 11, 2007, the initial deposit to replacement reserves is
      $204,803 and 3.0% of yearly gross revenues thereafter.

(7)   With respect to the NJ Office Pool Mortgage Loan and the NJ Industrial and
      Office Pool Mortgage Loan (loan numbers 13 and 23), representing 1.4% of
      the Cut-Off Date Pool Balance or 2.0% of the Cut-Off Date Group 1 Balance,
      the related borrower may freely prepay $5,908,000 and $8,842,000,
      respectively, of the outstanding principal balance of each related
      Mortgage Loan, subject to a 1.5% prepayment premium.

(8)   Commencing February 11, 2009, annual deposit to replacement reserves is
      $30,565.

(9)   In addition to any escrows funded at loan closing for potential TI/LC
      expenses, the related Mortgage Loan requires funds to be escrowed during
      some or all of the loan terms for TI/LC expenses, which may be incurred
      during the term of the related Mortgage Loans. In certain instances,
      escrowed funds may be released to the borrower upon satisfaction of
      certain leasing conditions.

(10)  Commencing March 11, 2010, annual deposit to replacement reserves is
      $74,000.

(11)  The interest rates with respect to 3 Mortgage Loans (loan numbers 25, 49
      and 70), representing 1.2% of the mortgage pool (2 Mortgage Loans in Loan
      Group 1 or 1.4% and 1 Mortgage Loan in Loan Group 2 or 0.9%) vary during
      the term of the Mortgage Loan. See "DESCRIPTION OF THE MORTGAGE
      POOL--Additional Mortgage Loan Information" in the Prospectus Supplement.

(12)  Commencing January 11, 2009, annual deposit to replacement reserves is
      $63,300.

(13)  Commencing January 11, 2010, annual deposit to replacement reserves is
      $60,750.

(14)  Commencing February 11, 2009, annual deposit to replacement reserves is
      $28,510.

(15)  Annual deposit to replacement reserves is $55,413 through February 11,
      2010.

(16)  Annual deposit to replacement reserves is $474,176 through December 11,
      2007 and 4.0% of yearly gross revenues thereafter.

(17)  Commencing February 11, 2009, annual deposit to replacement reserves is
      $227,434.

(18)  Commencing January 11, 2010, annual deposit to replacement reserves is
      $28,750.

(19)  Commencing June 11, 2007, annual deposit to replacement reserves is
      $299,862.

(20)  With respect to the Northwest Professional Center Mortgage Loan (loan
      number 130), representing 0.1% of the Cut-Off Date Pool Balance or 0.2% of
      the Cut-Off Date Group 1 Balance, at Lender's option, if certain
      conditions exist with respect to debt service coverage ratio and/or
      occupancy levels at the Mortgaged Property, Lender may apply a master
      lease funds reserve (or the then remaining balance thereof; such reserve
      would consist of the proceeds of an initial $448,000 letter of credit and
      any additional supplemental letter of credit that may be provided by the
      borrower under the terms of the related loan documents) to pay down the
      fttstanding principal balance of the Note with yield maintenance, and/or
      to pay accrued interest or other debt service. If the principal of the
      Note is prepaid, the monthly principal and interest payments will be
      decreased so as to adjust the payments such that the remaining loan
      balance amortizes in accordance with the original amortization period. The
      lender may also, a

(21)  Annual deposit to replacement reserves is $2,262 through January 11, 2010.

(22)  Annual deposit to replacement reserves is $120,640 through December 11,
      2007 and 4.0% of yearly gross revenues thereafter (adjusted on January 11,
      2008 and January 11, 2009).

(23)  Annual Deposit to repalcement reserve is the greater of (i) 4% of yearly
      gross revenues or (ii) 123,600.

(24)  Annual deposit to replacement reserves is $42,968 through December 11,
      2007, 3.0% of yearly gross revenues in 2008 and 4.0% of yearly gross
      revenues thereafter.

(25)  With respect to the Florida Department of Agriculture Mortgage Loan (loan
      number 208), representing 0.1% of the Cut-Off Date Pool Balance or 0.1% of
      the Cut-Off Date Group 1 Balance, at Lender's option, if Borrower has not
      leased certain vacant space by October 1, 2010, Lender may apply a
      $94,248.00 master lease funds reserve (or the then-remaining balance
      thereof) to pay down the outstanding principal balance of the Note with
      yield maintenance, and/or to pay accrued interest. If the principal of the
      Note is prepaid, the monthly principal and interest payments will be
      decreased so as to adjust the payments such that the remaining loan
      balance amortizes in accordance with the original amortization period.

(26)  Annual deposit to replacement reserves is $10,321 through February 11,
      2011. Annual deposit to replacement reserves thereafter will be $4,184 if
      the reserve balance falls below $41,285.

(27)  Annual deposit to replacement reserves is $1,881 through January 11, 2010.

<PAGE>

                                   EXHIBIT C-1

                SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY


                  Wachovia Commercial Mortgage Securities Inc.
          Commercial Mortgage Pass-Through Certificates Series 2007-C30


<TABLE>
<CAPTION>

Collateral ID   Property Name                                      Investor ID   AlternateLoanID   Law Firm   Loan Amount
-------------   ------------------------------------------------   -----------   ---------------   --------   ----------------
<S>             <C>                                                <C>           <C>               <C>        <C>
12007C30        Stuyvesant Town                                    WACH                  2857911   CADW       1,997,727,000.00
32007C30        350 Park Avenue                                    WACH                  2858135   CADW         430,000,000.00
52007C30        485 Lexington Avenue                               WACH                  2858880   W&ST         180,000,000.00
62007C30        One South Dearborn                                 WACH                  2858629   CADW         280,000,000.00
82007C30        Four Seasons Aviara                                WACH                  2859272   KILP         186,500,000.00
92007C30        Bank One Center                                    WACH                  2857202   W&ST         180,000,000.00
102007C30       9 West 57th                                        WACH                  2857844   W&ST         100,000,000.00
112007C30       Brooklyn Marriott                                  WACH                  2857838   CADW          95,000,000.00
112007C30       Brooklyn Marriott                                  WACH                  2857838   CADW          95,000,000.00
132007C30       1255 Broad Street                                  WACH                  2859533   W&ST          62,118,000.00
152007C30       1384 Broadway                                      WACH                  2858778   W&ST          60,000,000.00
162007C30       Duane Reade                                        WACH                  2858540   W&ST          60,000,000.00
172007C30       818 West 7th Street                                WACH                  2857650   MOOR          60,000,000.00
182007C30       Spring Mill Corporate Center                       WACH                  2858112   W&ST          62,100,000.00
192007C30       211 Grove Street                                   WACH                  2859022   MOOR          53,200,000.00
202007C30       7402-7648 Reindeer Trail                           WACH                  2859389   W&ST          53,025,000.00
222007C30       Sherwood Apartments                                WACH                  2850704   KILP          50,000,000.00
232007C30       3 University Plaza                                 WACH                  2859531   W&ST          48,552,000.00
242007C30       Deerfield Mall                                     WACH                  2856494   MOOR          48,500,000.00
252007C30       1156 15th Street                                   WACH                  2857264   CADW          47,000,000.00
262007C30       North Constitution Apartments                      WACH                  2856931   W&ST          46,000,000.00
272007C30       Aetna Building                                     WACH                  2856357   MOOR          45,000,000.00
282007C30       One Citizens Plaza                                 WACH                  2858255   MOOR          43,500,000.00
292007C30       6735 Exchequer Drive                               WACH                  2859388   W&ST          42,960,000.00
312007C30       11000 Regency Parkway                              WACH                  2858181   W&ST          40,373,000.00
322007C30       Park Plaza Apartments                              WACH                  2858003   KILP          40,000,000.00
332007C30       Eastland Center                                    WACH                  2857043   W&ST          46,000,000.00
342007C30       Entrata di Paradiso                                WACH                  2858100   KILP          39,000,000.00
352007C30       Grande Promenade                                   WACH                  2856862   KILP          38,525,000.00
362007C30       Waterstone At The Grove                            WACH                  2858849   KILP          38,000,000.00
372007C30       Southern Center                                    WACH                  2855473   MOOR          37,500,000.00
382007C30       Marina Square                                      WACH                  2858231   KILP          36,000,000.00
392007C30       390 Fifth Avenue                                   WACH                  2858175   W&ST          35,000,000.00
402007C30       Concord Square Shopping Center                     WACH                  2857901   MOOR          35,000,000.00
412007C30       Governors Square Shopping Center                   WACH                  2858409   MOOR          34,320,000.00
422007C30       Cameron Crossing                                   WACH                  2858533   KILP          33,500,000.00
432007C30       The Morgan                                         WACH                  2857454   W&ST          35,800,000.00
442007C30       Hacienda de Las Palmas                             WACH                500850838   KILP          32,500,000.00
462007C30       1901 Newport                                       WACH                  2857846   KILP          31,000,000.00
472007C30       Niagara Falls                                      WACH                  2857248   W&ST          30,960,000.00
482007C30       10950 Washington Blvd                              WACH                  2858688   KILP          30,000,000.00
492007C30       1620 Eye St                                        WACH                  2857261   CADW          30,000,000.00
502007C30       Lakeridge East Apartment Complex                   WACH                  2858495   KILP          30,000,000.00
512007C30       Mandalay on the Lake                               WACH                  2858445   KILP          29,250,000.00
522007C30       404 Fifth Avenue                                   WACH                  2858776   W&ST          28,000,000.00
532007C30       Oakview Plaza                                      WACH                  2858289   W&ST          27,500,000.00
542007C30       Hilton Dedham                                      WACH                  2855364   MOOR          27,250,000.00
552007C30       RBC Headquarters                                   WACH                  2858805   W&ST          27,040,000.00
572007C30       239 Greenwich Avenue                               WACH                  2858925   MOOR          26,000,000.00
592007C30       Camden Crossing                                    WACH                  2858109   KILP          24,100,000.00
602007C30       Dardenne Town Square                               WACH                  2858664   KILP          24,000,000.00
612007C30       Newport Village Apartments                         WACH                  2858031   MOOR          24,000,000.00
632007C30       Kleinwood Center                                   WACH                  2857612   MOOR          23,640,000.00
642007C30       Stockton Industrial                                WACH                  2857511   KILP          23,000,000.00
652007C30       Trails at Mt Moriah                                WACH                  2858518   KILP          22,875,000.00
662007C30       North County Square - South                        WACH                  2858272   KILP          22,000,000.00
682007C30       Riverview Plaza                                    WACH                  2859085   KILP          21,850,000.00
692007C30       Campus Lodge Apartments                            WACH                500850774   MOOR          21,000,000.00
702007C30       Waters Edge                                        WACH                  2857616   KILP          18,942,000.00
712007C30       Twin Oaks I                                        WACH                  2858918   CADW          20,160,000.00
732007C30       Highway 6                                          WACH                  2858665   MOOR          19,900,000.00
742007C30       Hidden Lake Apartments                             WACH                  2859027   KILP          19,218,000.00
752007C30       Hampton Inn - San Diego                            WACH                  2858476   MOOR          19,200,000.00
762007C30       1600 Parkwood Circle                               WACH                  2858666   MOOR          18,250,000.00
772007C30       Charter One Mortgage                               WACH                  2856155   MOOR          18,000,000.00
782007C30       Good Hope Shopping Center                          WACH                  2857620   MOOR          18,000,000.00
802007C30       Time Warner                                        WACH                  2858552   MOOR          17,500,000.00
812007C30       Dynasty Pointe                                     WACH                  2857814   MOOR          17,500,000.00
832007C30       Southland Mall                                     WACH                  2858051   W&ST          17,000,000.00
842007C30       Cole BJ's Kendall FL                               WACH                  2854107   KILP          16,742,000.00
852007C30       Johnson Controls Building                          WACH                  2858606   MOOR          16,200,000.00
852007C30       Johnson Controls Building                          WACH                  2858606   MOOR          16,200,000.00
862007C30       Silver Oak Medical Office Building                 WACH                  2858924   CADW          16,200,000.00
882007C30       Gateway at Tucson                                  WACH                  2858527   KILP          15,827,500.00
902007C30       Parachute Apartments                               WACH                  2851024   KILP          15,200,000.00
912007C30       Berkshire Square                                   WACH                  2858580   W&ST          15,100,000.00
922007C30       Casa Mediterrania Apartments                       WACH                  2858638   MOOR          15,000,000.00
932007C30       Manor Shopping Center                              WACH                  2858069   KILP          15,000,000.00
942007C30       Twin Pines                                         WACH                  2858027   KILP          15,000,000.00
952007C30       Delle Donne Corporate Center                       WACH                  2857825   MOOR          14,600,000.00
962007C30       Pines Plaza                                        WACH                  2856493   MOOR          14,100,000.00
992007C30       600 Sable Oaks Drive                               WACH                  2858517   MOOR          13,760,000.00
1002007C30      El Toro Square                                     WACH                  2858577   KILP          13,659,000.00
1012007C30      280 Fore Street Office Building                    WACH                  2857568   W&ST          13,600,000.00
1022007C30      Tyson's Pond II                                    WACH                  2858323   CADW          13,520,000.00
1032007C30      Hartland Apartments                                WACH                  2857809   MOOR          13,500,000.00
1042007C30      College Parkway                                    WACH                  2856492   MOOR          13,300,000.00
1052007C30      Vineyard Marketplace                               WACH                  2855983   W&ST          13,160,000.00
1082007C30      North County Square - North                        WACH                  2859177   KILP          13,000,000.00
1092007C30      Paradise Foothills Apartments                      WACH                  2857277   KILP          13,000,000.00
1102007C30      6655 Peachtree Dunwoody                            WACH                  2857315   MOOR          13,000,000.00
1112007C30      Davol Square                                       WACH                  2858472   W&ST          12,450,000.00
1132007C30      477 Congress Street                                WACH                  2858119   W&ST          12,000,000.00
1152007C30      The Covenant Buildings                             WACH                  2853587   MOOR          11,750,000.00
1162007C30      Dallas Inwood                                      WACH                  2857450   KILP          11,700,000.00
1172007C30      Gateway at Columbia                                WACH                  2858703   KILP          11,570,000.00
1182007C30      Fort Washington                                    WACH                  2858947   KILP          11,280,000.00
1192007C30      Owensmouth Corporate Center                        WACH                  2858687   KILP          11,280,000.00
1202007C30      Castaic Town Center                                WACH                  2858071   KILP          11,250,000.00
1212007C30      156 East Pulaski                                   WACH                  2858530   W&ST          11,200,000.00
1222007C30      Fifty West                                         WACH                  2858763   MOOR          10,960,000.00
1232007C30      Arbor Park Apartments                              WACH                  2858253   KILP          10,700,000.00
1262007C30      Woodbridge Apartments                              WACH                  2859003   KILP           9,750,000.00
1282007C30      Santa Monica Physicians Center                     WACH                  2858572   KILP           9,500,000.00
1292007C30      Winslow Building                                   WACH                  2858553   KILP           9,500,000.00
1312007C30      Royal 400 Business Park                            WACH                  2858568   KILP           9,400,000.00
1332007C30      Bent Tree Apartments                               WACH                  2858575   KILP           9,010,000.00
1342007C30      Belmont Self Storage Phase I                       WACH                  2858803   KILP           9,000,000.00
1352007C30      Brandywine Corporate Center                        WACH                  2857680   MOOR           9,000,000.00
1362007C30      Dearborn Apartments                                WACH                  2856987   MOOR           9,000,000.00
1372007C30      Rosillo Creek                                      WACH                  2858083   MOOR           9,000,000.00
1382007C30      Creekside Oaks                                     WACH                  2858812   KILP           8,750,000.00
1402007C30      Bay Colony                                         WACH                  2858654   MOOR           8,720,000.00
1412007C30      Military Crossing                                  WACH                  2858510   CADW           8,655,000.00
1432007C30      Gardner Street Apartments                          WACH                  2858341   KILP           8,500,000.00
1442007C30      Huntsville Commons Shopping Center                 WACH                  2856598   MOOR           8,320,000.00
1452007C30      BMG Warehouse                                      WACH                  2858228   KILP           8,200,000.00
1462007C30      Cave Creek Marketplace                             WACH                  2858072   MOOR           8,200,000.00
1482007C30      Palm Club Apartments                               WACH                  2858823   KILP           8,000,000.00
1492007C30      Sardis Crossing                                    WACH                  2857893   MOOR           8,000,000.00
1502007C30      Metro Executive Park                               WACH                  2858672   MOOR           7,700,000.00
1522007C30      Riverview Business Plaza                           WACH                  2858077   MOOR           7,500,000.00
1562007C30      Southport Centre                                   WACH                  2858921   CADW           7,070,000.00
1582007C30      Atrium Office Building                             WACH                  2857916   MOOR           6,800,000.00
1592007C30      Gateway Executive Center                           WACH                  2855797   MOOR           6,800,000.00
1602007C30      Slauson Apartments                                 WACH                  2857989   MOOR           6,700,000.00
1612007C30      Ten Fortune Park                                   WACH                  2857212   KILP           6,650,000.00
1622007C30      2046 North Orleans                                 WACH                  2858156   MOOR           6,600,000.00
1632007C30      Vineyard Shopping Center                           WACH                  2858275   MOOR           6,600,000.00
1652007C30      Graduate Court                                     WACH                  2857850   KILP           6,400,000.00
1662007C30      Murray Landing                                     WACH                  2858274   MOOR           6,330,000.00
1672007C30      Medical Two                                        WACH                  2858189   KILP           6,100,000.00
1682007C30      1329-1337 Beacon Street & 256-258 Harvard Street   WACH                  2858557   KILP           6,000,000.00
1692007C30      Prince George's Tower                              WACH                  2858480   KILP           6,000,000.00
1702007C30      Reads Way Two                                      WACH                  2858911   W&ST           6,000,000.00
1712007C30      Sandy Retail                                       WACH                  2857341   MOOR           5,900,000.00
1732007C30      Lancaster                                          WACH                  2857457   KILP           5,840,000.00
1742007C30      Storage One - Black Horse Pike                     WACH                  2858936   MOOR           5,720,000.00
1752007C30      Rivergate Center II                                WACH                  2857428   W&ST           5,679,000.00
1772007C30      Hinesville Central                                 WACH                  2857182   MOOR           5,600,000.00
1782007C30      Shoppes at Whiskey                                 WACH                  2858872   KILP           5,600,000.00
1792007C30      Minuteman Apartments                               WACH                  2858132   KILP           5,500,000.00
1802007C30      Walgreens - Independence, MO                       WACH                  2859118   KILP           5,410,000.00
1812007C30      Applewood Village Apartments                       WACH                  2856775   MOOR           5,400,000.00
1822007C30      Hampton Inn                                        WACH                  2856489   MOOR           5,425,000.00
1842007C30      Lakeside at College Park                           WACH                  2857210   KILP           5,350,000.00
1862007C30      Fairway Center                                     WACH                  2859125   MOOR           5,290,000.00
1882007C30      2515 S Holt Rd                                     WACH                  2858674   KILP           5,094,240.00
1892007C30      1801 Purdy Avenue                                  WACH                  2858680   MOOR           5,000,000.00
1912007C30      Belmont Self Storage Phase II                      WACH                  2858819   KILP           5,000,000.00
1922007C30      Walgreens Forest Hill                              WACH                  2858160   KILP           5,000,000.00
1932007C30      8 Winter Street                                    WACH                  2858130   KILP           5,000,000.00
1942007C30      6600 Building                                      WACH                  2859123   MOOR           4,960,000.00
1972007C30      Marshfield                                         WACH                  2857458   KILP           4,776,000.00
1982007C30      Holiday Inn - Monticello                           WACH                  2856629   W&ST           4,700,000.00
1992007C30      Superior Pool Industrial Building                  WACH                  2858352   KILP           4,475,000.00
2042007C30      Citizens/Brooks Retail Center                      WACH                  2858262   MOOR           4,300,000.00
2052007C30      Walgreens Hanover                                  WACH                  2858610   KILP           4,300,000.00
2062007C30      Sharonville Hilton Garden Inn                      WACH                  2858202   MOOR           4,300,000.00
2112007C30      Aspen Chase Apartments                             WACH                  2857948   MOOR           4,000,000.00
2182007C30      Virginia Village Apartments                        WACH                  2858280   KILP           3,840,000.00
2192007C30      Walgreens - Eureka, MO                             WACH                  2855662   KILP           3,840,000.00
2232007C30      Cole Walgreens Grandview MO                        WACH                  2857706   MOOR           2,767,000.00
2242007C30      Walgreens Richmond                                 WACH                  2857557   MOOR           3,700,000.00
2252007C30      Rivermont Shopping Center                          WACH                  2858064   MOOR           3,680,000.00
2262007C30      Cole Gold's Gym O'Fallon, IL                       WACH                  2857514   MOOR           3,650,000.00
2282007C30      Cole Walgreens Morgantown WV                       WACH                  2853135   KILP           3,563,000.00
2292007C30      Walgreens Forks                                    WACH                  2858611   KILP           3,500,000.00
2302007C30      Cave Creek                                         WACH                  2857452   KILP           3,440,000.00
2322007C30      Lyons Tech VI                                      WACH                  2856968   MOOR           3,300,000.00
2362007C30      McClamroch Hall                                    WACH                  2857101   KILP           3,228,000.00
2392007C30      Microtel- Sandston                                 WACH                  2858154   MOOR           3,000,000.00
2402007C30      Lynnhaven Corporate Center I                       WACH                  2858922   CADW           2,975,000.00
2412007C30      Nashville Charlotte Pike                           WACH                  2857460   KILP           2,960,000.00
2422007C30      Sunny Waters Mobile Home Park                      WACH                  2857125   MOOR           2,944,000.00
2432007C30      614-618 Hinman                                     WACH                  2858200   MOOR           2,900,000.00
2482007C30      Cole Walgreens Picayune MS                         WACH                  2857512   MOOR           2,766,000.00
2492007C30      Plaza at wellington green                          WACH                  2855632   MOOR           2,725,000.00
2502007C30      Albert Lea Country Inn and Suites                  WACH                  2857583   KILP           2,700,000.00
2512007C30      Buena Vista                                        WACH                  2858675   MOOR           2,640,000.00
2522007C30      North Ranch Medical Building                       WACH                  2858094   MOOR           2,620,000.00
2532007C30      K Mart North Logan                                 WACH                  9850361   W&ST           2,400,000.00
2542007C30      K Mart Spanish Fork                                WACH                  9850360   W&ST           2,400,000.00
2552007C30      Wichita - E 21st St N                              WACH                  2857462   KILP           2,154,000.00
2572007C30      Dallas Garland                                     WACH                  2857455   KILP           2,080,000.00
2582007C30      Cole CVS Clinton NY                                WACH                  2857255   MOOR           1,983,000.00
2632007C30      Cole Advance Auto Duluth, MN                       WACH                  2856723   MOOR             860,000.00
32007C30        350 Park Avenue                                    WACH                  2858135   CADW         430,000,000.00

<CAPTION>

Collateral ID   DocType   Exception   Exception Description
-------------   -------   ---------   -------------------------------------------------
<S>             <C>       <C>         <C>
12007C30        ALNV             94   OUT FOR EXECUTION
32007C30        ALNV             94   OUT FOR EXECUTION
52007C30        ALNV             94   OUT FOR EXECUTION
62007C30        ALNV             94   OUT FOR EXECUTION
82007C30        ALNV             94   OUT FOR EXECUTION
92007C30        ALNV             94   OUT FOR EXECUTION
102007C30       ALNV             94   OUT FOR EXECUTION
112007C30       ALNV             94   OUT FOR EXECUTION
112007C30       ALNV             94   OUT FOR EXECUTION
132007C30       ALNV             94   OUT FOR EXECUTION
152007C30       ALNV             94   OUT FOR EXECUTION
162007C30       ALNV             94   OUT FOR EXECUTION
172007C30       ALNV             94   OUT FOR EXECUTION
182007C30       ALNV             94   OUT FOR EXECUTION
192007C30       ALNV             94   OUT FOR EXECUTION
202007C30       ALNV             94   OUT FOR EXECUTION
222007C30       ALNV             94   OUT FOR EXECUTION
232007C30       ALNV             94   OUT FOR EXECUTION
242007C30       ALNV             94   OUT FOR EXECUTION
252007C30       ALNV             94   OUT FOR EXECUTION
262007C30       ALNV             94   OUT FOR EXECUTION
272007C30       ALNV             94   OUT FOR EXECUTION
282007C30       ALNV             94   OUT FOR EXECUTION
292007C30       ALNV             94   OUT FOR EXECUTION
312007C30       ALNV             94   OUT FOR EXECUTION
322007C30       ALNV             94   OUT FOR EXECUTION
332007C30       ALNV             94   OUT FOR EXECUTION
342007C30       ALNV             94   OUT FOR EXECUTION
352007C30       ALNV             94   OUT FOR EXECUTION
362007C30       ALNV             94   OUT FOR EXECUTION
372007C30       ALNV             94   OUT FOR EXECUTION
382007C30       ALNV             94   OUT FOR EXECUTION
392007C30       ALNV             94   OUT FOR EXECUTION
402007C30       ALNV             94   OUT FOR EXECUTION
412007C30       ALNV             94   OUT FOR EXECUTION
422007C30       ALNV             94   OUT FOR EXECUTION
432007C30       ALNV             94   OUT FOR EXECUTION
442007C30       ALNV             94   OUT FOR EXECUTION
462007C30       ALNV             94   OUT FOR EXECUTION
472007C30       ALNV             94   OUT FOR EXECUTION
482007C30       ALNV             94   OUT FOR EXECUTION
492007C30       ALNV             94   OUT FOR EXECUTION
502007C30       ALNV             94   OUT FOR EXECUTION
512007C30       ALNV             94   OUT FOR EXECUTION
522007C30       ALNV             94   OUT FOR EXECUTION
532007C30       ALNV             94   OUT FOR EXECUTION
542007C30       ALNV             94   OUT FOR EXECUTION
552007C30       ALNV             94   OUT FOR EXECUTION
572007C30       ALNV             94   OUT FOR EXECUTION
592007C30       ALNV             94   OUT FOR EXECUTION
602007C30       ALNV             94   OUT FOR EXECUTION
612007C30       ALNV             94   OUT FOR EXECUTION
632007C30       ALNV             94   OUT FOR EXECUTION
642007C30       ALNV             94   OUT FOR EXECUTION
652007C30       ALNV             94   OUT FOR EXECUTION
662007C30       ALNV             94   OUT FOR EXECUTION
682007C30       ALNV             94   OUT FOR EXECUTION
692007C30       ALNV             94   OUT FOR EXECUTION
702007C30       ALNV             94   OUT FOR EXECUTION
712007C30       ALNV             94   OUT FOR EXECUTION
732007C30       ALNV             94   OUT FOR EXECUTION
742007C30       ALNV             94   OUT FOR EXECUTION
752007C30       ALNV             94   OUT FOR EXECUTION
762007C30       ALNV             94   OUT FOR EXECUTION
772007C30       ALNV             94   OUT FOR EXECUTION
782007C30       ALNV             94   OUT FOR EXECUTION
802007C30       ALNV             94   OUT FOR EXECUTION
812007C30       ALNV             94   OUT FOR EXECUTION
832007C30       ALNV             94   OUT FOR EXECUTION
842007C30       ALNV             94   OUT FOR EXECUTION
852007C30       ALNV             13   DATE OF LAST PAYMENT DOES NOT AGREE WITH SCHEDULE
852007C30       ALNV             94   OUT FOR EXECUTION
862007C30       ALNV             94   OUT FOR EXECUTION
882007C30       ALNV             94   OUT FOR EXECUTION
902007C30       ALNV             94   OUT FOR EXECUTION
912007C30       ALNV             94   OUT FOR EXECUTION
922007C30       ALNV             94   OUT FOR EXECUTION
932007C30       ALNV             94   OUT FOR EXECUTION
942007C30       ALNV             94   OUT FOR EXECUTION
952007C30       ALNV             94   OUT FOR EXECUTION
962007C30       ALNV             94   OUT FOR EXECUTION
992007C30       ALNV             94   OUT FOR EXECUTION
1002007C30      ALNV             94   OUT FOR EXECUTION
1012007C30      ALNV             94   OUT FOR EXECUTION
1022007C30      ALNV             94   OUT FOR EXECUTION
1032007C30      ALNV             94   OUT FOR EXECUTION
1042007C30      ALNV             94   OUT FOR EXECUTION
1052007C30      ALNV             94   OUT FOR EXECUTION
1082007C30      ALNV             94   OUT FOR EXECUTION
1092007C30      ALNV             94   OUT FOR EXECUTION
1102007C30      ALNV             94   OUT FOR EXECUTION
1112007C30      ALNV             94   OUT FOR EXECUTION
1132007C30      ALNV             94   OUT FOR EXECUTION
1152007C30      ALNV             94   OUT FOR EXECUTION
1162007C30      ALNV             94   OUT FOR EXECUTION
1172007C30      ALNV             94   OUT FOR EXECUTION
1182007C30      ALNV             94   OUT FOR EXECUTION
1192007C30      ALNV             94   OUT FOR EXECUTION
1202007C30      ALNV             94   OUT FOR EXECUTION
1212007C30      ALNV             94   OUT FOR EXECUTION
1222007C30      ALNV             94   OUT FOR EXECUTION
1232007C30      ALNV             94   OUT FOR EXECUTION
1262007C30      ALNV             94   OUT FOR EXECUTION
1282007C30      ALNV             94   OUT FOR EXECUTION
1292007C30      ALNV             94   OUT FOR EXECUTION
1312007C30      ALNV             94   OUT FOR EXECUTION
1332007C30      ALNV             94   OUT FOR EXECUTION
1342007C30      ALNV             94   OUT FOR EXECUTION
1352007C30      ALNV             94   OUT FOR EXECUTION
1362007C30      ALNV             94   OUT FOR EXECUTION
1372007C30      ALNV             94   OUT FOR EXECUTION
1382007C30      ALNV             94   OUT FOR EXECUTION
1402007C30      ALNV             94   OUT FOR EXECUTION
1412007C30      ALNV             94   OUT FOR EXECUTION
1432007C30      ALNV             94   OUT FOR EXECUTION
1442007C30      ALNV             94   OUT FOR EXECUTION
1452007C30      ALNV             94   OUT FOR EXECUTION
1462007C30      ALNV             94   OUT FOR EXECUTION
1482007C30      ALNV             94   OUT FOR EXECUTION
1492007C30      ALNV             94   OUT FOR EXECUTION
1502007C30      ALNV             94   OUT FOR EXECUTION
1522007C30      ALNV             94   OUT FOR EXECUTION
1562007C30      ALNV             94   OUT FOR EXECUTION
1582007C30      ALNV             94   OUT FOR EXECUTION
1592007C30      ALNV             94   OUT FOR EXECUTION
1602007C30      ALNV             94   OUT FOR EXECUTION
1612007C30      ALNV             94   OUT FOR EXECUTION
1622007C30      ALNV             94   OUT FOR EXECUTION
1632007C30      ALNV             94   OUT FOR EXECUTION
1652007C30      ALNV             94   OUT FOR EXECUTION
1662007C30      ALNV             94   OUT FOR EXECUTION
1672007C30      ALNV             94   OUT FOR EXECUTION
1682007C30      ALNV             94   OUT FOR EXECUTION
1692007C30      ALNV             94   OUT FOR EXECUTION
1702007C30      ALNV             94   OUT FOR EXECUTION
1712007C30      ALNV             94   OUT FOR EXECUTION
1732007C30      ALNV             94   OUT FOR EXECUTION
1742007C30      ALNV             94   OUT FOR EXECUTION
1752007C30      ALNV             94   OUT FOR EXECUTION
1772007C30      ALNV             94   OUT FOR EXECUTION
1782007C30      ALNV             94   OUT FOR EXECUTION
1792007C30      ALNV             94   OUT FOR EXECUTION
1802007C30      ALNV             94   OUT FOR EXECUTION
1812007C30      ALNV             94   OUT FOR EXECUTION
1822007C30      ALNV             94   OUT FOR EXECUTION
1842007C30      ALNV             94   OUT FOR EXECUTION
1862007C30      ALNV             94   OUT FOR EXECUTION
1882007C30      ALNV             94   OUT FOR EXECUTION
1892007C30      ALNV             94   OUT FOR EXECUTION
1912007C30      ALNV             94   OUT FOR EXECUTION
1922007C30      ALNV             94   OUT FOR EXECUTION
1932007C30      ALNV             94   OUT FOR EXECUTION
1942007C30      ALNV             94   OUT FOR EXECUTION
1972007C30      ALNV             94   OUT FOR EXECUTION
1982007C30      ALNV             94   OUT FOR EXECUTION
1992007C30      ALNV             94   OUT FOR EXECUTION
2042007C30      ALNV             94   OUT FOR EXECUTION
2052007C30      ALNV             94   OUT FOR EXECUTION
2062007C30      ALNV             94   OUT FOR EXECUTION
2112007C30      ALNV             94   OUT FOR EXECUTION
2182007C30      ALNV             94   OUT FOR EXECUTION
2192007C30      ALNV             94   OUT FOR EXECUTION
2232007C30      ALNV             94   OUT FOR EXECUTION
2242007C30      ALNV             94   OUT FOR EXECUTION
2252007C30      ALNV             94   OUT FOR EXECUTION
2262007C30      ALNV             94   OUT FOR EXECUTION
2282007C30      ALNV             94   OUT FOR EXECUTION
2292007C30      ALNV             94   OUT FOR EXECUTION
2302007C30      ALNV             94   OUT FOR EXECUTION
2322007C30      ALNV             94   OUT FOR EXECUTION
2362007C30      ALNV             94   OUT FOR EXECUTION
2392007C30      ALNV             94   OUT FOR EXECUTION
2402007C30      ALNV             94   OUT FOR EXECUTION
2412007C30      ALNV             94   OUT FOR EXECUTION
2422007C30      ALNV             94   OUT FOR EXECUTION
2432007C30      ALNV             94   OUT FOR EXECUTION
2482007C30      ALNV             94   OUT FOR EXECUTION
2492007C30      ALNV             94   OUT FOR EXECUTION
2502007C30      ALNV             94   OUT FOR EXECUTION
2512007C30      ALNV             94   OUT FOR EXECUTION
2522007C30      ALNV             94   OUT FOR EXECUTION
2532007C30      ALNV             94   OUT FOR EXECUTION
2542007C30      ALNV             94   OUT FOR EXECUTION
2552007C30      ALNV             94   OUT FOR EXECUTION
2572007C30      ALNV             94   OUT FOR EXECUTION
2582007C30      ALNV             94   OUT FOR EXECUTION
2632007C30      ALNV             94   OUT FOR EXECUTION
32007C30        TPOL             01   MISSING

</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

Artesia Mortgage Capital Corporation
1180 NW Maple Street, Suite 202
Issaquah, Washington  98027

Column Financial, Inc.
3414 Peachtree Road, NE, Suite 1140
Atlanta, Georgia  30326

Wachovia Commercial Mortgage Securities, Inc.
301 South College Street
One Wachovia Center
Charlotte, North Carolina  28288
Attention: Barry Reiner

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 2007-C30

CWCapital Asset Management LLC
700 Twelfth Street, N.W., Suite 700
Washington, D.C. 20005
Attention: David Iannarone

      Re:   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series 2007-C30

Ladies and Gentlemen:

            (a) Wells Fargo Bank, N.A., as Trustee, hereby certifies to the
above referenced parties that, with respect to each Mortgage Loan (and with
respect to a Companion Loan, only those items required pursuant to the
definition of "Mortgage File") listed in the Mortgage Loan Schedule, except as
specifically identified in the schedule of exceptions annexed thereto, (i)
without regard to the proviso in the definition of "Mortgage File," all
documents specified in clauses (i), (ii), (iv)(a), (v) and (vii), and to the
extent provided in the related Mortgage File and actually known by a Responsible
Officer of the Trustee to be required, clauses (iii), (iv)(b), (iv)(c), (vi),
(viii) and (ix) through (xv) of the definition of "Mortgage File" are in its
possession, (ii) all documents delivered or caused to be delivered by the
applicable Mortgage Loan Seller constituting the related Mortgage File have been
reviewed by it and appear regular on their face and appear to relate to such
Mortgage Loan, (iii) based on such examination and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule for such
Mortgage Loan with respect to the items specified in clauses (v) and (vi) (c) of
the definition of "Mortgage Loan Schedule" is correct and (iv) solely with
respect to the Companion Loans, all documents specified in clause (xiii) of the
definition of Mortgage File are in its possession. Further, with respect to the
documents described in clause (viii) of the definition of Mortgage File, the
Trustee may assume, for purposes of the certification delivered in Section
2.02(b) of the Pooling and Servicing Agreement and for purposes of determining
(subject to the proviso at the end of this sentence) where to file UCC Financing
Statements, that the related Mortgage File should include one state level UCC
Financing Statement filing in the state of incorporation of the Mortgagor for
each Mortgaged Property (or with respect to any Mortgage Loan that has two or
more Mortgagors, for each Mortgagor); provided, however, that to the extent the
Trustee has actual knowledge or is notified of any fixture or real property UCC
Financing Statements filed in the county of the state where the related
Mortgaged Property is located, the Trustee shall file an assignment to the Trust
Fund with respect to such UCC Financing Statements in the appropriate
jurisdiction under the UCC at the expense of the related Mortgage Loan Seller.
The UCC Financing Statements to be assigned to the Trust Fund pursuant to
Section 2.01(d) of the Pooling and Servicing Agreement will be delivered by the
related Mortgage Loan Seller to the Trustee on the new national forms, in
recordable form and completed pursuant to Revised Article IX of the UCC. The
Trustee will submit such UCC Financing Statements for filing in the state of
incorporation of the related Mortgagor as so indicated on the documents
provided.

            None of the Trustee, the Master Servicer, the Special Servicer or
any Custodian is under any duty or obligation to inspect, review or examine any
of the documents, instruments, certificates or other papers relating to the
Mortgage Loans delivered to it to determine that the same are valid, legal,
effective, genuine, enforceable, in recordable form, sufficient or appropriate
for the represented purpose or that they are other than what they purport to be
on their face. Capitalized terms used herein and not otherwise defined shall
have the respective meanings assigned to them under the Pooling and Servicing
Agreement.

                                       Respectfully,



                                          ____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>

                                   EXHIBIT D-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                                                        [Date]

Wells Fargo Bank, N.A.
1055 10th Ave S.E.
Minneapolis, Minnesota  55414
Attn: Corporate Trust Services - Wachovia Bank Commercial Mortgage
      Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C30

      Re:   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series 2007-C30

Ladies and Gentlemen:

            In connection with the administration of the Mortgage Files held by
you as Trustee under a certain pooling and servicing agreement, dated as of
March 1, 2007 (the "Pooling and Servicing Agreement"), by and among Wachovia
Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special
Servicer, and Wells Fargo Bank, N.A., as Trustee, the undersigned hereby
requests a release of the Mortgage File (or the portion thereof specified below)
held by you with respect to the following described Mortgage Loan for the reason
indicated below.

Property Name:

Property Address:

Control No.:

             The Mortgage File should be delivered to the following:


                                       _________________________________________
                                       _________________________________________
                                       _________________________________________


                                       Attn:____________________________________

                                       Phone:___________________________________

<PAGE>

If only particular documents in the Mortgage File are requested, please
specify which:

Reason for requesting file (or portion thereof):

_____      1.    Mortgage Loan paid in full.



                 The Master Servicer hereby certifies that all amounts received
                 in connection with the Mortgage Loan that are required to be
                 credited to the Certificate Account pursuant to the Pooling
                 and Servicing Agreement have been or will be so credited.

_____      2.    Other. (Describe)

                 _______________________________________________________________
                 _______________________________________________________________

            The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan has been paid in full, in which case the Mortgage File (or such
portion thereof) will be retained by us permanently.

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.


                                       WACHOVIA BANK, NATIONAL ASSOCIATION,
                                          as Master Servicer



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>

                                   EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE

                                                                        [Date]

Wells Fargo Bank, N.A.
1055 10th Ave S.E.
Minneapolis, Minnesota 55414
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services - Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates, Series 2007-C30

      Re:   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series 2007-C30

Ladies and Gentlemen:

            In connection with the administration of the Mortgage Files held by
you as Trustee under a certain pooling and servicing agreement, dated as of
March 1, 2007 (the "Pooling and Servicing Agreement"), by and among Wachovia
Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special
Servicer, and Wells Fargo Bank, N.A., 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:


<PAGE>

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.


                                       CWCAPITAL ASSET MANAGEMENT LLC,
                                          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-1

                         FORM OF TRANSFEROR CERTIFICATE

                                                                        [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services - Wachovia Bank
      Commercial Mortgage Trust, Commercial Mortgage Pass-Through
      Certificates, Series 2007-C30

      Re:   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series 2007-C30 (the "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
[principal balance] [notional amount] as of March 28, 2007 (the "Closing Date")
of $_____________ evidencing a __% interest in the Class to which it belongs.
The Certificates were issued pursuant to the pooling and servicing agreement
(the "Pooling and Servicing Agreement"), dated as of March 1, 2007, among
Wachovia Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank,
National Association, as Master Servicer, CWCapital Asset Management LLC, as
Special Servicer, and Wells Fargo Bank, N.A., as Trustee. All terms used herein
and not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Transferor hereby certifies, represents and warrants to
you, as Certificate Registrar, that:

            1. The Transferor is the lawful owner of the Transferred Certificate
      with the full right to transfer such Certificate free from any and all
      claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
      offered, transferred, pledged, sold or otherwise disposed of any
      Certificate, any interest in any Certificate or any other similar security
      to any person in any manner, (b) solicited any offer to buy or accepted a
      transfer, pledge or other disposition of any Certificate, any interest in
      any Certificate or any other similar security from any person in any
      manner, (c) otherwise approached or negotiated with respect to any
      Certificate, any interest in any Certificate or any other similar security
      with any person in any manner, (d) made any general solicitation by means
      of general advertising or in any other manner, or (e) taken any other
      action, which (in the case of any of the acts described in clauses (a)
      through (e) hereof) would constitute a distribution of any Certificate
      under the Securities Act of 1933, as amended (the "Securities Act"), or
      would render the disposition of any Certificate a violation of Section 5
      of the Securities Act or any state securities laws, or would require
      registration or qualification of any Certificate pursuant to the
      Securities Act or any state securities laws.


                                       Very truly yours,



                                       _________________________________________
                                                    (Transferor)



                                       By:______________________________________
                                          Name:_________________________________
                                          Title:________________________________
<PAGE>

                                   EXHIBIT F-2

                         FORM OF TRANSFEREE CERTIFICATE
                                    FOR QIBs

                                                                        [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services - Wachovia Bank
      Commercial Mortgage Trust, Commercial Mortgage Pass-Through
      Certificates, Series 2007-C30

      Re:   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series 2007-C30 (the "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
[principal balance] [notional amount] as of March 28, 2007 (the "Closing Date")
of $_____________ evidencing a __% interest in the Class to which it belongs.
The Certificates were issued pursuant to the pooling and servicing agreement(the
"Pooling and Servicing Agreement"), dated as of March 1, 2007, among Wachovia
Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special
Servicer, and Wells Fargo Bank, N.A., as Trustee. All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

            1. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
      amended (the "Securities Act") and has completed one of the forms of
      certification to that effect attached hereto as Annex 1 and Annex 2. The
      Transferee is aware that the sale to it is being made in reliance on Rule
      144A. The Transferee is acquiring the Transferred Certificate for its own
      account or for the account of a qualified institutional buyer, and
      understands that such Certificate may be resold, pledged or transferred
      only (i) to a person reasonably believed to be a qualified institutional
      buyer that purchases for its own account or for the account of a qualified
      institutional buyer to whom notice is given that the resale, pledge or
      transfer is being made in reliance on Rule 144A, or (ii) pursuant to
      another exemption from registration under the Securities Act.

            2. In the case of a Class A-MFL, Class X-P, Class X-C, Class X-W,
      Class G, Class H, Class J or Class K 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)
      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 L, Class M, Class N, Class O, Class P, Class
      Q or Class S Certificate, the Transferee either (A) is not an "employee
      benefit plan" subject to Title I of ERISA or a "plan" described by Section
      4975(e)(1) of the Code or any other retirement plan or other employee
      benefit plan or arrangement subject to any federal, state or local law
      materially similar to the foregoing provisions of ERISA and the Code, or
      any entity deemed to hold plan assets of the foregoing by reason of a
      plan's investment in such entity (each, a "Plan") or (B) is an insurance
      company general account which is eligible for, and satisfies all of the
      requirements for, exemptive relief under Sections I and III of Department
      of Labor Prohibited Transaction Class Exemption 95-60 ("PTE 95-60").

            In the case of a Class R-I, Class R-II and Class Z Certificate, the
      Transferee is not an "employee benefit plan" subject to Title I of ERISA
      or a "plan" subject to Section 4975 of the Code or any other retirement
      plan or other employee benefit plan or arrangement subject to any federal,
      state, local, non-U.S. or other law substantively similar to the foregoing
      provisions of ERISA or the Code, or any Person directly or indirectly
      acquiring such Certificate for, on behalf of or with any assets of any
      such plan (each, a "Plan").

            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 (provided that the Class A-MFL, Class X-P, Class X-C,
      Class X-W, Class G, Class H, Class J and Class K Certificates will bear a
      legend substantially to the effect of the following first paragraph only):

      THE CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
      SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF
      THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE
      ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
      QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

      NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO
      ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN" DESCRIBED BY
      SECTION 4975(e)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER
      EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR
      LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE
      CODE, OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON
      OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN
      INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL
      OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF
      DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
      95-60"). EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE
      CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL
      NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

      [In the case of Class R-I, Class R-II or Class Z 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.

            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 [(i) a duly executed IRS Form W-8BEN (or successor form),
            which identifies such Transferee as the beneficial owner of the
            Transferred Certificate and states that such Transferee is not a
            U.S. Person, (ii) two duly executed copies of IRS Form W-8IMY (with
            all the appropriate attachments), or (iii)] two duly executed copies
            of IRS Form W-8ECI (or successor form), which identify such
            Transferee as the beneficial owner of the Transferred Certificate
            and state that interest and original issue discount on the
            Transferred Certificate and Permitted Investments is, or is expected
            to be, effectively connected with a U.S. trade or business. The
            Transferee agrees to provide to the Certificate Registrar updated
            [IRS Form W-8BEN, IRS Form W-8IMY or]* IRS Form W-8ECI, as the case
            may be, any applicable successor IRS forms, or such other
            certifications as the Certificate Registrar may reasonably request,
            on or before the date that any such IRS form or certification
            expires or becomes obsolete, or promptly after the occurrence of any
            event requiring a change in the most recent IRS form of
            certification furnished by it to the Certificate Registrar.

For this purpose, "U.S. Person" means a citizen or resident of the United
States, a corporation or partnership (including an entity treated as a
corporation or partnership for federal income tax purposes) created or organized
in, or under the laws of, the United States, any State thereof or the District
of Columbia unless in the case of a partnership, Treasury Regulations are
adopted that provide otherwise, an estate whose income is includable in gross
income for United States federal income tax purposes regardless of its source or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust, and one or more United States
Persons have the authority to control all substantial decisions of the trust,
all within the meaning of Section 7701(a)(30) of the Code.


                                       Very truly yours,


                                       _________________________________________
                                                     (Transferee)


                                       By:______________________________________
                                           Name:________________________________
                                           Title:_______________________________

<PAGE>

                                                          ANNEX 1 TO EXHIBIT F-2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and Wells Fargo Bank, N.A., as Certificate Registrar, with
respect to the mortgage pass-through certificate being transferred (the
"Transferred Certificate") as described in the Transferee Certificate to which
this certification relates and to which this certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificate (the
      "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
      is defined in Rule 144A under the Securities Act of 1933, as amended
      ("Rule 144A") because (i) the Transferee owned and/or invested on a
      discretionary basis $____________ / _____________ in securities (other
      than the excluded securities referred to below) as of the end of the
      Transferee's most recent fiscal year (such amount being calculated in
      accordance with Rule 144A) [Transferee must own and/or invest on a
      discretionary basis at least $100,000,000 in securities unless Transferee
      is a dealer, and, in that case, Transferee must own and/or invest on, a
      discretionary basis at least $10,000,000 in securities.] and (ii) the
      Transferee satisfies the criteria in the category marked below.

      [_]   Corporation, etc. The Transferee is a corporation (other than a
            bank, savings and loan association or similar institution), business
            trust, partnership, or any organization described in Section
            501(c)(3) of the Internal Revenue Code of 1986, as amended.

      [_]   Bank. The Transferee (a) is a national bank or a banking institution
            organized under the laws of any State, U.S. territory or the
            District of Columbia, the business of which is substantially
            confined to banking and is supervised by the State or territorial
            banking commission or similar official or is a foreign bank or
            equivalent institution, and (b) has an audited net worth of at least
            $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Certificate in
            the case of a U.S. bank, and not more than 18 months preceding such
            date of sale for a foreign bank or equivalent institution.

      [_]   Savings and Loan. The Transferee (a) is a savings and loan
            association, building and loan association, cooperative bank,
            homestead association or similar institution, which is supervised
            and examined by a State or Federal authority having supervision over
            any such institutions or is a foreign savings and loan association
            or equivalent institution and (b) has an audited net worth of at
            least $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Certificate in
            the case of a U.S. savings and loan association, and not more than
            18 months preceding such date of sale for a foreign savings and loan
            association or equivalent institution.

      [_]   Broker-dealer. The Transferee is a dealer registered pursuant to
            Section 15 of the Securities Exchange Act of 1934.

      [_]   Insurance Company. The Transferee is an insurance company whose
            primary and predominant business activity is the writing of
            insurance or the reinsuring of risks underwritten by insurance
            companies and which is subject to supervision by the insurance
            commissioner or a similar official or agency of a State, U.S.
            territory or the District of Columbia.

      [_]   State or Local Plan. The Transferee is a plan established and
            maintained by a State, its political subdivisions, or any agency or
            instrumentality of the State or its political subdivisions, for the
            benefit of its employees.

      [_]   ERISA Plan. The Transferee is an employee benefit plan within the
            meaning of Title I of the Employee Retirement Income Security Act of
            1974, as amended.

      [_]   Investment Advisor. The Transferee is an investment advisor
            registered under the Investment Advisers Act of 1940.

      [_]   Other. (Please supply a brief description of the entity and a
            cross-reference to the paragraph and subparagraph under subsection
            (a)(1) of Rule 144A pursuant to which it qualifies. Note that
            registered investment companies should complete Annex 2 rather than
            this Annex 1.)

            3. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee, (ii)
      securities that are part of an unsold allotment to or subscription by the
      Transferee, if the Transferee is a dealer, (iii) bank deposit notes and
      certificates of deposit, (iv) loan participations, (v) repurchase
      agreements, (vi) securities owned but subject to a repurchase agreement
      and (vii) currency, interest rate and commodity swaps. For purposes of
      determining the aggregate amount of securities owned and/or invested on a
      discretionary basis by the Transferee, the Transferee did not include any
      of the securities referred to in this paragraph.

            4. For purposes of determining the aggregate amount of securities
      owned and/or invested on a discretionary basis by the Transferee, the
      Transferee used the cost of such securities to the Transferee, unless the
      Transferee reports its securities holdings in its financial statements on
      the basis of their market value, and no current information with respect
      to the cost of those securities has been published, in which case the
      securities were valued at market. Further, in determining such aggregate
      amount, the Transferee may have included securities owned by subsidiaries
      of the Transferee, but only if such subsidiaries are consolidated with the
      Transferee in its financial statements prepared in accordance with
      generally accepted accounting principles and if the investments of such
      subsidiaries are managed under the Transferee's direction. However, such
      securities were not included if the Transferee is a majority-owned,
      consolidated subsidiary of another enterprise and the Transferee is not
      itself a reporting company under the Securities Exchange Act of 1934, as
      amended.

            5. The Transferee acknowledges that it is familiar with Rule 144A
      and understands that the parties to which this certification is being made
      are relying and will continue to rely on the statements made herein
      because one or more sales to the Transferee may be in reliance on Rule
      144A.

          ________         ________     Will the Transferee be purchasing the
             Yes              No        Transferred Certificate only for the
                                        Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The Transferee will notify each of the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice is given, the Transferee's purchase of the
      Transferred Certificate will constitute a reaffirmation of this
      certification as of the date of such purchase. In addition, if the
      Transferee is a bank or savings and loan as provided above, the Transferee
      agrees that it will furnish to such parties any updated annual financial
      statements that become available on or before the date of such purchase,
      promptly after they become available.


                                       Print Name of Transferee



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________
                                          Date:_______________________________

<PAGE>

                                                          ANNEX 2 TO EXHIBIT F-2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]

                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and Wells Fargo Bank, N.A., as Certificate
Registrar, with respect to the mortgage pass-through certificate being
transferred (the "Transferred Certificate") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

            1. As indicated below, the undersigned is the chief financial
      officer, a person fulfilling an equivalent function, or other executive
      officer of the entity purchasing the Transferred Certificate (the
      "Transferee") or, if the Transferee is a "qualified institutional buyer"
      as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended ("Rule 144A"), because the Transferee is part of a Family of
      Investment Companies (as defined below), is an executive officer of the
      investment adviser (the "Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
      Rule 144A because (i) the Transferee is an investment company registered
      under the Investment Company Act of 1940, and (ii) as marked below, the
      Transferee alone owned and/or invested on a discretionary basis, or the
      Transferee's Family of Investment Companies owned, at least $100,000,000
      in securities (other than the excluded securities referred to below) as of
      the end of the Transferee's most recent fiscal year. For purposes of
      determining the amount of securities owned by the Transferee or the
      Transferee's Family of Investment Companies, the cost of such securities
      was used, unless the Transferee or any member of the Transferee's Family
      of Investment Companies, as the case may be, reports its securities
      holdings in its financial statements on the basis of their market value,
      and no current information with respect to the cost of those securities
      has been published, in which case the securities of such entity were
      valued at market.

      [_]   The Transferee owned and/or invested on a discretionary basis
            $___________ in securities (other than the excluded securities
            referred to below) as of the end of the Transferee's most recent
            fiscal year (such amount being calculated in accordance with Rule
            144A).

      [_]   The Transferee is part of a Family of Investment Companies which
            owned in the aggregate $___________ in securities (other than the
            excluded securities referred to below) as of the end of the
            Transferee's most recent fiscal year (such amount being calculated
            in accordance with Rule 144A).

            In the case of a Class R-I, Class R-II or Class Z Certificate, the
Transferee is not an "employee benefit plan" subject to Title I of ERISA or a
"plan" described by Section 4975(e)(1) of the Code or any other retirement plan
or other employee benefit plan or arrangement subject to any federal, state or
local law materially similar to the foregoing provisions of ERISA and the Code,
or any entity deemed to hold plan assets of the foregoing by reason of a plan's
investment in such entity (each, a "Plan").

            3. The term "Family of Investment Companies" as used herein means
      two or more registered investment companies (or series thereof) that have
      the same investment adviser or investment advisers that are affiliated (by
      virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
      securities of issuers that are affiliated with the Transferee or are part
      of the Transferee's Family of Investment Companies, (ii) bank deposit
      notes and certificates of deposit, (iii) loan participations, (iv)
      repurchase agreements, (v) securities owned but subject to a repurchase
      agreement and (vi) currency, interest rate and commodity swaps. For
      purposes of determining the aggregate amount of securities owned and/or
      invested on a discretionary basis by the Transferee, or owned by the
      Transferee's Family of Investment Companies, the securities referred to in
      this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
      the parties to which this certification is being made are relying and will
      continue to rely on the statements made herein because one or more sales
      to the Transferee will be in reliance on Rule 144A.

              ________        ________    Will the Transferee be purchasing
                 Yes             No       the Transferred Certificate only for
                                          the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
      case where the Transferee is purchasing for an account other than its own,
      such account belongs to a third party that is itself a "qualified
      institutional buyer" within the meaning of Rule 144A, and the "qualified
      institutional buyer" status of such third party has been established by
      the Transferee through one or more of the appropriate methods contemplated
      by Rule 144A.

            7. The undersigned will notify the parties to which this
      certification is made of any changes in the information and conclusions
      herein. Until such notice, the Transferee's purchase of the Transferred
      Certificate will constitute a reaffirmation of this certification by the
      undersigned as of the date of such purchase.


                                       Print Name of Transferee or Adviser



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>

                                   EXHIBIT F-3

                         FORM OF TRANSFEREE CERTIFICATE
                                 FOR NON-QIBs

                                                                        [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attn: Corporate Trust Services - Wachovia Bank
      Commercial Mortgage Trust, Commercial Mortgage Pass-Through
      Certificates, Series 2007-C30

      Re:   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series 2007-C30 (the "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
[principal balance] [notional amount] as of March 28, 2007 (the "Closing Date")
of $_____________ evidencing a __% interest in the Class to which it belongs.
The Certificates were issued pursuant to the pooling and servicing agreement(the
"Pooling and Servicing Agreement"), dated as of March 1, 2007, among Wachovia
Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special
Servicer, and Wells Fargo Bank, N.A., as Trustee. All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

            1. The Transferee is acquiring the Transferred Certificate for its
      own account for investment and not with a view to or for sale or transfer
      in connection with any distribution thereof, in whole or in part, in any
      manner which would violate the Securities Act of 1933, as amended (the
      "Securities Act"), or any applicable state securities laws.

            2. The Transferee understands that (a) the Certificates have not
      been and will not be registered under the Securities Act or registered or
      qualified under any applicable state securities laws, (b) neither the
      Depositor nor the Trustee or the Certificate Registrar is obligated so to
      register or qualify the Certificates and (c) the Certificates may not be
      resold or transferred unless they are (i) registered pursuant to the
      Securities Act and registered or qualified pursuant to any applicable
      state securities laws or (ii) sold or transferred in transactions which
      are exempt from such registration and qualification and the Certificate
      Registrar has received either (A) certifications from both the transferor
      and the transferee (substantially in the forms attached to the Pooling and
      Servicing Agreement) setting forth the facts surrounding the transfer or
      (B) an opinion of counsel satisfactory to the Certificate Registrar with
      respect to the availability of such exemption (which Opinion of Counsel
      shall not be an expense of the Trust Fund or of the Depositor, the Master
      Servicer, the Special Servicer, the Trustee or the Certificate Registrar
      in their respective capacities as such), together with copies of the
      certification(s) from the Transferor and/or Transferee setting forth the
      facts surrounding the transfer upon which such opinion is based. Any
      holder of a Certificate desiring to effect such a transfer shall, and upon
      acquisition of such Certificate shall be deemed to have agreed to,
      indemnify the Master Servicer, the Special Servicer, Trustee, the
      Certificate Registrar and the Depositor against any liability that may
      result if the transfer is not so exempt or is not made in accordance with
      such federal and state laws.

            3. The Transferee understands that it may not sell or otherwise
      transfer any portion of its interest in the Transferred Certificate except
      in compliance with the provisions of Section 5.02 of the Pooling and
      Servicing Agreement, which provisions it has carefully reviewed, and that
      the Transferred Certificate will bear legends substantially to the
      following effect (provided that the Class A-MFL, Class X-P, Class X-C,
      Class X-W, Class G, Class H, Class J and Class K Certificates will bear a
      legend substantially to the effect of the following first paragraph only):

      THE CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
      SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF
      THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE
      ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
      QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

      NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO
      ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN"
      DESCRIBED BY SECTION 4975(e)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN
      OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL,
      STATE OR LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA
      AND THE CODE, OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY
      REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS
      AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES
      ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF
      DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
      95-60"). EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE
      CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL
      NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

      [In the case of Class R-I, Class R-II and Class Z Certificates]: NO
      TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
      "EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN" DESCRIBED BY SECTION
      4975(e)(1) OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
      BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
      MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR
      ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A
      PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO
      ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE
      FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS
      CERTIFICATE IN VIOLATION OF THE FOREGOING.

            4. Neither the Transferee nor anyone acting on its behalf has (a)
      offered, pledged, sold, disposed of or otherwise transferred any
      Certificate, any interest in any Certificate or any other similar security
      to any person in any manner, (b) solicited any offer to buy or accept a
      pledge, disposition or other transfer of any Certificate, any interest in
      any Certificate or any other similar security from any person in any
      manner, (c) otherwise approached or negotiated with respect to any
      Certificate, any interest in any Certificate or any other similar security
      with any person in any manner, (d) made any general solicitation by means
      of general advertising or in any other manner, or (e) taken any other
      action, that (in the case of any of the acts described in clauses (a)
      through (e) above) would constitute a distribution of any Certificate
      under the Securities Act, would render the disposition of any Certificate
      a violation of Section 5 of the Securities Act or any state securities law
      or would require registration or qualification of any Certificate pursuant
      thereto. The Transferee will not act, nor has it authorized or will it
      authorize any person to act, in any manner set forth in the foregoing
      sentence with respect to any Certificate.

            5. The Transferee has been furnished with all information regarding
      (a) the Depositor, (b) the Certificates and distributions thereon, (c) the
      Pooling and Servicing Agreement, and (d) all related matters, that it has
      requested.

            6. The Transferee has been furnished a copy of the private placement
      memorandum (the "Private Placement Memorandum"), dated March 14, 2007 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 the Class A-MFL, Class X-P, Class X-C, Class X-W,
      Class G, Class H, Class J or Class K 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) (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").

            9. In the case of Class L, Class M, Class N, Class O, Class P, Class
      Q or Class S 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").

            In the case of a Class R-I, Class R-II, and Class Z Certificate, the
      Transferee is not an "employee benefit plan" subject to Title I of ERISA
      or a "plan" subject to Section 4975 of the Code or any other retirement
      plan or other employee benefit plan or arrangement subject to any federal,
      state, local, non U.S. or other law substantively similar to the foregoing
      provisions of ERISA or the Code, or any Person directly or indirectly
      acquiring such Certificate for, on behalf of or with any assets of any
      such plan (each a "Plan").

            10. 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).

      [_]   (5)The Transferee is not a U.S. Person and under applicable law in
            effect on the date hereof, no taxes will be required to be withheld
            by the Trustee (or its agent) with respect to distributions to be
            made on the Transferred Certificate. The Transferee has attached
            hereto [(i) a duly executed IRS Form W-8BEN (or successor form),
            which identifies such Transferee as the beneficial owner of the
            Transferred Certificate and states that such Transferee is not a
            U.S. Person, (ii) two duly executed copies of IRS Form W-8IMY (with
            all the appropriate attachments), or (iii)]* two duly executed
            copies of IRS Form W-8ECI (or successor form), which identify such
            Transferee as the beneficial owner of the Transferred Certificate
            and state that interest and original issue discount on the
            Transferred Certificate and Permitted Investments is, or is expected
            to be, effectively connected with a U.S. trade or business. The
            Transferee agrees to provide to the Certificate Registrar updated
            [IRS Form W-8BEN, IRS Form W-8IMY or]* IRS Form W-8ECI, as the case
            may be, any applicable successor IRS forms, or such other
            certifications as the Certificate Registrar may reasonably request,
            on or before the date that any such IRS form or certification
            expires or becomes obsolete, or promptly after the occurrence of any
            event requiring a change in the most recent IRS form of
            certification furnished by it to the Certificate Registrar.

For this purpose, "U.S. Person" means a citizen or resident of the United
States, a corporation or partnership (including an entity treated as a
corporation or partnership for federal income tax purposes) created or organized
in, or under the laws of, the United States, any State thereof or the District
of Columbia unless in the case of a partnership, Treasury Regulations are
adopted that provide otherwise, an estate whose income is includable in gross
income for United States federal income tax purposes regardless of its source or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust, and one or more United States
Persons have the authority to control all substantial decisions of the trust,
all within the meaning of Section 7701(a)(30) of the Code.


                                       Very truly yours,



                                       _______________________________________
                                                    (Transferee)



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

---------------------------
(5) [Does not apply to Class R-I or Class R-II Certificates.]

* Delete for Class R-I and Class R-II Certificates.

<PAGE>

                                   EXHIBIT F-4

                         FORM OF TRANSFEREE CERTIFICATE
                          FOR REGULATION S TRANSFERS

                                                                        [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Service Group
      Wachovia Bank Commercial Mortgage Trust
      Commercial Mortgage Pass-Through Certificates,
      Series 2007-C30

      Re:   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series 2007-C30 (the "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
[principal balance] [notional amount] as of March 28, 2007 (the "Closing Date")
of $_____________ evidencing a __% interest in the Class Certificates. The
Certificates were issued pursuant to the pooling and servicing agreement (the
"Pooling and Servicing Agreement"), dated as of March 1, 2007, among Wachovia
Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special
Servicer, and Wells Fargo Bank, N.A., as Trustee. All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

            1. The Transferee is not acquiring the Transferred Certificate 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 nor 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 Master Servicer, the Special Servicer, the Trustee, the
      Certificate Registrar and the Depositor against any liability that may
      result if the transfer is not so exempt or is not made in accordance with
      such federal and state laws.

            3. The Transferee understands that it may not sell or otherwise
      transfer any portion of its interest in the Transferred Certificate except
      in compliance with the provisions of Section 5.02 of the Pooling and
      Servicing Agreement, which provisions it has carefully reviewed, and that
      the Transferred Certificate will bear a legend substantially to the
      following effect:

THE CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.

            4. Neither the Transferee nor anyone acting on its behalf has (a)
      offered, pledged, sold, disposed of or otherwise transferred any
      Certificate, any interest in any Certificate or any other similar security
      to any person in any manner, (b) solicited any offer to buy or accept a
      pledge, disposition or other transfer of any Certificate, any interest in
      any Certificate or any other similar security from any person in any
      manner, (c) otherwise approached or negotiated with respect to any
      Certificate, any interest in any Certificate or any other similar security
      with any person in any manner, (d) made any general solicitation by means
      of general advertising or in any other manner, or (e) taken any other
      action, that (in the case of any of the acts described in clauses (a)
      through (e) above) would constitute a distribution of any Certificate
      under the Securities Act, would render the disposition of any Certificate
      a violation of Section 5 of the Securities Act or any state securities law
      or would require registration or qualification of any Certificate pursuant
      thereto. The Transferee will not act, nor has it authorized or will it
      authorize any person to act, in any manner set forth in the foregoing
      sentence with respect to any Certificate.

            5. The Transferee has been furnished with all information regarding
      (a) the Depositor, (b) the Certificates and distributions thereon, (c) the
      Pooling and Servicing Agreement, and (d) all related matters, that it has
      requested.

            6. The Transferee has been furnished a copy of the Private Placement
      Memorandum, dated March 14, 2007 and has read such Private Placement
      Memorandum.

            7. The offer of the Certificates was not made to a person in the
      United States. No directed selling efforts have been made in contravention
      of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as
      applicable. The transaction is not part of a plan or scheme to evade the
      registration requirements of the Securities Act.

            8. Check one of the following:*

            ______      At the time the buy order was originated,
            the Transferee was outside the United States.

            ______      The transaction was executed in, on or
            through the facilities of a designated offshore
            securities market and the Transferee does not know
            that the transaction was pre-arranged with a buyer in
            the United States.

            * These two provisions come from the definition of "offshore
transaction" in Regulation S.

            9. The Transferee either (A) is not an "employee benefit plan"
      subject to ERISA or a "plan" subject to Section 4975 of the Code or any
      other retirement plan or other employee benefit plan or arrangement
      subject to any federal, state, local, non-U.S. or other law substantively
      similar to the foregoing provisions of ERISA or the Code, or any Person
      acting directly or indirectly for, on behalf of, or with any assets of the
      foregoing by (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").

            10. The Transferee is not a U.S. Person and under applicable law in
      effect on the date hereof, no taxes will be required to be withheld by the
      Trustee (or its agent) with respect to distributions to be made on the
      Transferred Certificate. The Transferee has attached hereto (i) a duly
      executed IRS Form W-8BEN (or successor form), which identifies such
      Transferee as the beneficial owner of the Transferred Certificate and
      states that such Transferee is not a U.S. Person, (ii) two duly executed
      copies of IRS Form W-8IMY (with all the appropriate attachments) or (iii)
      two duly executed copies of IRS Form W-8ECI (or successor form), which
      identify such Transferee as the beneficial owner of the Transferred
      Certificate and state that interest and original issue discount on the
      Transferred Certificate and Permitted Investments is, or is expected to
      be, effectively connected with a U.S. trade or business. The Transferee
      agrees to provide to the Certificate Registrar updated IRS Form W 8BEN,
      IRS Form W-8IMY or IRS Form W-8ECI, as the case may be, any applicable
      successor IRS forms, or such other certifications as the Certificate
      Registrar may reasonably request, on or before the date that any such IRS
      form or certification expires or becomes obsolete, or promptly after the
      occurrence of any event requiring a change in the most recent IRS form of
      certification furnished by it to the Certificate Registrar.

For this purpose, "U.S. Person" means a citizen or resident of the United
States, a corporation or partnership (including an entity treated as a
corporation or partnership for federal income tax purposes) created or organized
in, or under the laws of, the United States, any State thereof or the District
of Columbia unless in the case of a partnership, Treasury Regulations are
adopted that provide otherwise, an estate whose income is includable in gross
income for United States federal income tax purposes regardless of its source or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust, and one or more U.S. Persons
have the authority to control all substantial decisions of the 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),
all within the meaning of Section 7701(a)(30) of the Code.


                                       Very truly yours,



                                       _________________________________________
                                                      (Transferor)



                                       By: _____________________________________
                                            Name: ______________________________
                                            Title: _____________________________

<PAGE>

                                   EXHIBIT F-5

                          FORM OF TRANSFER CERTIFICATE
                          FOR EXCHANGE OR TRANSFER FROM
                   DOMESTIC GLOBAL CERTIFICATE TO REGULATION S
                 GLOBAL CERTIFICATE DURING THE RESTRICTED PERIOD


Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota  55479-0113
Attn: Corporate Trust Services--Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates, Series 2007-C30

      Re:   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series 2007-C30, Class [__] Certificate

            Transfer of Wachovia Bank Commercial Mortgage Trust, Commercial
            Mortgage Pass-Through Certificates, Series 2007-C30, Class [__]
            Certificate

Ladies and Gentlemen:

            Reference is hereby made to the pooling and servicing agreement,
dated as of March 1, 2007 (the "Pooling and Servicing Agreement"), by and among
Wachovia Mortgage Commercial Securities, Inc., as Depositor, Wachovia Bank,
National Association, as Master Servicer, CWCapital Asset Management LLC, as
Special Servicer, and Wells Fargo Bank, N.A., as Trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and
Servicing Agreement.

            This letter relates to US $[__________] aggregate Certificate
Principal Amount of Certificates (the "Certificates") which are held in the form
of the Domestic Global Certificate (CUSIP No. _____________) with the Depository
in the name of [insert name of transferor] (the "Transferor"). The Transferor
has requested a transfer of such beneficial interest for an interest in the
Regulation S Global Certificate (CUSIP No. ____________) to be held with
[Euroclear] [Clearstream]* (ISIN No. _____________) through the Depository.

            In connection with such request and in respect of such Certificates,
the Transferor does hereby certify that such transfer has been effected in
accordance with the transfer restrictions set forth in the Pooling and Servicing
Agreement and pursuant to and in accordance with Regulation S under the
Securities Act of 1933, as amended (the "Securities Act"), and accordingly the
Transferor does hereby certify that:

            1. the offer of the Certificates was not made to a person in the
      United States,

            [2. at the time the buy order was originated, the transferee was
outside the United States or the Transferor and any persons acting on its behalf
reasonably believed that the transferee was outside the United States,]**

            [2. the transaction was executed in, on or through the facilities of
a designated offshore securities market and neither the Transferor nor any
person acting on its behalf knows that the transaction was prearranged with a
buyer in the United States,]**

            3. no directed selling efforts have been made in contravention of
the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and

            4. the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Master Servicer
and the Special Servicer.


                                       [Insert Name of Transferor]



                                       By:____________________________________
                                          Name:
                                          Title:

Dated:   ___________ __, _____

-------------------------------
* Select appropriate depository.

** Insert one of these two provisions, which come from the definition of
"offshore transaction" in Regulation S.

<PAGE>

                                   EXHIBIT F-6

                          FORM OF TRANSFER CERTIFICATE
                     FOR EXCHANGE OR TRANSFER FROM DOMESTIC
                    GLOBAL CERTIFICATE TO REGULATION S GLOBAL
                     CERTIFICATE AFTER THE RESTRICTED PERIOD



Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota  55479-0113
Attn: Corporate Trust Services--Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates, Series 2007-C30

      Re:   Transfer of the Wachovia Bank Commercial Mortgage Trust, Commercial
            Mortgage Pass-Through Certificates, Series 2007-C30, Class [__]
            Certificate

Ladies and Gentleman:

            Reference is hereby made to the pooling and servicing agreement,
dated as of March 1, 2007 (the "Pooling and Servicing Agreement"), by and among
Wachovia Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank,
National Association, as Master Servicer, CWCapital Asset Management LLC, as
Special Servicer, and Wells Fargo Bank, N.A., as Trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and
Servicing Agreement.

            This letter relates to US $[____________] aggregate Certificate
Principal Amount of Certificates (the "Certificates") which are held in the form
of the Domestic Global Certificate (CUSIP No. ________) with the Depository in
the name of [insert name of Transferor] (the "Transferor"). The Transferor has
requested a transfer of such beneficial interest in the Certificates for an
interest in the Regulation S Global Certificate (ISIN No. ----------).

            In connection with such request, and in respect of such
Certificates, the Transferor does hereby certify that such transfer has been
effected in accordance with the transfer restrictions set forth in the Pooling
and Servicing Agreement and, (i) with respect to transfers made in reliance on
Regulation S under the Securities Act of 1933, as amended (the "Securities
Act"), the Transferor does hereby certify that:

            1. the offer of the Certificates was not made to a person in the
      United States,

            [2. at the time the buy order was originated, the transferee was
      outside the United States or the Transferor and any person acting on its
      behalf reasonably believed that the transferee was outside the United
      States,]*

            [2. the transaction was executed in, on or through the facilities of
      a designated offshore securities market and neither the Transferor nor any
      person action on its behalf knows that the transaction was prearranged
      with a buyer in the United States,]*

            3. no directed selling efforts have been made in contravention of
      the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
      and

            4. the transaction is not part of a plan or scheme to evade the
      registration requirements of the Securities Act;

            or (ii) with respect to transfers made in reliance on Rule 144 under
the Securities Act, the Transferor does hereby certify that the Certificates
that are being transferred are not "restricted securities" as defined in Rule
144 under the Securities Act.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Master Servicer, the Special
Servicer and the Trustee.


                                       [Insert Name of Transferor]



                                       By:____________________________________
                                          Name:
                                          Title:

________ __, ____

----------

* Insert one of these two provisions, which come from the definition of
  "offshore transaction" in Regulation S.
<PAGE>

                                    EXHIBIT G

                         FORM OF TRANSFEREE CERTIFICATE

                                                                        [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services - Wachovia Bank
      Commercial Mortgage Trust, Commercial Mortgage Pass-Through
      Certificates, Series 2007-C30

      Re:   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series 2007-C30 (the "Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _______________________ (the
"Transferee") of the Class ______________ Certificates (the "Transferred
Certificate") having an initial [principal balance] [notional amount] as of
March 28, 2007 (the "Closing Date") of $_____________ evidencing a __% interest
in the Classes to which they belong. The Certificates were issued pursuant to a
pooling and servicing agreement, dated as of March 1, 2007 (the "Pooling and
Servicing Agreement"), Wachovia Commercial Mortgage Securities, Inc., as
Depositor, Wachovia Bank, National Association, as Master Servicer, CWCapital
Asset Management LLC, as Special Servicer and Wells Fargo Bank, N.A., as
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-MFL, Class X-P, Class X-C, Class X-W, Class
G, Class H, Class J or Class K 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) 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 L, Class M, Class N, Class O, Class P, Class
Q or Class S Certificate, the Transferee either (A) is not an "employee benefit
plan" subject to Title I of ERISA or a "plan" described by Section 4975(e)(1) of
the Code, or any other retirement plan or other employee benefit plan or
arrangement subject to any federal, state or local law materially similar to the
foregoing provisions of ERISA and the Code, or any entity deemed to hold plan
assets of the foregoing by reason of a plan's investment in such entity (each, a
"Plan") or (B) is an insurance company general account which is eligible for,
and satisfies all of the requirements for, exemptive relief under Sections I and
III of Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTE
95-60").

            In the case of a Class R-I, Class R-II or Class Z Certificate, the
Transferee is not an "employee benefit plan" subject to Title I of ERISA or a
"plan" described by Section 4975(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 H-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                        PURSUANT TO SECTION 5.02(d)(i)(B)



STATE OF [________________]   )
                              ) ss.:
COUNTY OF [________________]  )

            [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 2007-C30, Class [R-I] [R-II] evidencing a ___% Interest in the
      Class to which its belongs (the "Class [R-I] [R-II]"). Capitalized terms
      used but not defined herein have the meanings assigned to such terms in
      the pooling and servicing agreement, dated as of March 1, 2007 (the
      "Pooling and Servicing Agreement") among Wachovia Commercial Mortgage
      Securities, Inc., as Depositor, Wachovia Bank, National Association, as
      Master Servicer, CWCapital Asset Management LLC, as Special Servicer, and
      Wells Fargo Bank, N.A., as Trustee.

            2. That the Owner (i) is and will be a "Permitted Transferee" as of
      ________, _______ and (ii) is acquiring the Class [R-I] [R-II]
      Certificates for its own account or for the account of another Owner from
      which it has received an affidavit in substantially the same form as this
      affidavit. A "Permitted Transferee" is any person other than a
      Disqualified Organization, a Plan, a Disqualified Non-United States
      Person, a partnership any partner of which, directly or indirectly (except
      through a U.S. corporation), is a Disqualified Non-United States Person or
      a United States Person with respect to whom income on the Class
      [R-I][R-II] Certificate is allocable to a foreign permanent establishment
      or fixed base, within the meaning of an applicable income tax treaty, of
      such Person or any other United States Person. For this purpose, a
      "Disqualified Organization" means any of the following: (i) the United
      States or a possession thereof, any State or any political subdivision
      thereof, or any agency or instrumentality of any of the foregoing (other
      than an instrumentality which is a corporation if all of its activities
      are subject to tax and, except for FHLMC, a majority of its board of
      directors is not selected by any such governmental unit), (ii) a foreign
      government, international organization, or any agency or instrumentality
      of either of the foregoing, (iii) any organization (except certain
      farmers' cooperatives described in Section 521 of the Internal Revenue
      Code of 1986, as amended (the "Code")) which is exempt from the tax
      imposed by Chapter 1 of the Code (unless such organization is subject to
      the tax imposed by Section 511 of the Code on unrelated business taxable
      income), (iv) rural electric and telephone cooperatives described in
      Section 1381 of the Code or (v) any other Person so designated by the
      Paying Agent or the Certificate Registrar based upon an Opinion of Counsel
      that the holding of an Ownership Interest in a Class [R-I] [R-II]
      Certificate by such Person may cause the Trust Fund or any Person having
      an Ownership Interest in any Class of Certificates, other than such
      Person, to incur a liability for any federal tax imposed under the Code
      that would not otherwise be imposed but for the Transfer of an Ownership
      Interest in a Class [R-I] [R-II] Certificate to such Person. The terms
      "United States", "State" and "international organization" shall have the
      meanings set forth in Section 7701 of the Code or successor provisions.

            3. A "Disqualified Non-United States Person" is any Person (i) who
      is not a United States Person and who holds the Class[R-I] [R-II]
      Certificate in connection with the conduct of a trade or business within
      the United States and has furnished the transferor and the Certificate
      Registrar with an effective IRS Form W-8ECI (or successor form) or that
      has delivered to both the transferor and the Certificate Registrar an
      opinion of a nationally recognized tax counsel to the effect that the
      transfer of the Class [R-I] [R-II] Certificate to it is in accordance with
      the requirements of the Code and the regulations promulgated thereunder
      and that such transfer of the Class [R-I] [R-II] Certificate will not be
      disregarded for federal income tax purposes or (ii) who is a United States
      Person with respect to whom income on the Class [R-I] [R-II] Certificate
      is allocable to a foreign permanent establishment or fixed base (within
      the meaning of an applicable income tax treaty) of such Person or any
      other United States Person. A "United States Person" is a citizen or
      resident of the United States, a corporation or partnership (including an
      entity treated as a corporation or partnership for federal income tax
      purposes) created or organized in, or under the laws of the United States,
      any State thereof or the District of Columbia unless, in the case of a
      partnership, Treasury Regulations are adopted that provide otherwise, an
      estate whose income is includable in gross income for United States
      federal income tax purposes regardless of its source, or a trust if a
      court within the United States is able to exercise primary supervision
      over the administration of the trust and one or more United States Persons
      have the authority to control all substantial decisions of the trust, all
      within the meaning of Section 7701(a)(30) of the Code.

            4. That the Owner is aware (i) of the tax that would be imposed on
      transfers of the Class [R-I] [R-II] Certificates to Disqualified
      Organizations under the Code that applies to all transfers of the Class
      [R-I] [R-II] Certificates after March 31, 1988; (ii) that such tax would
      be on the transferor, or, if such transfer is through an agent (which
      person includes a broker, nominee or middleman) for a Disqualified
      Organization Transferee, on the agent; (iii) that the person otherwise
      liable for the tax shall be relieved of liability for the tax if the
      transferee furnishes to such person an affidavit that the transferee is
      not a Disqualified Organization and, at the time of transfer, such person
      does not have actual knowledge that the affidavit is false; and (iv) that
      the Class [R-I] [R-II] Certificates may be "non-economic residual
      interests" within the meaning of Treasury regulation section
      1.860E-1(c)(2) and that the transferor of a "non-economic residual
      interest" will remain liable for any taxes due with respect to the income
      on such residual interest, unless no significant purpose of the transfer
      is to enable the transferor to impede the assessment or collection of tax.

            5. That the Owner is aware of the tax imposed on a "pass-through
      entity" holding the Class [R-I] [R-II] Certificates if at any time during
      the taxable year of the pass-through entity a non-Permitted Transferee is
      the record holder of an interest in such entity. For this purpose, a "pass
      through entity" includes a regulated investment company, a real estate
      investment trust or common trust fund, a partnership, trust or estate, and
      certain cooperatives.

            6. That the Owner is aware that the Certificate Registrar will not
      register the transfer of any Class [R-I] [R-II] Certificate unless the
      transferee, or the transferee's agent, delivers to the Trustee, among
      other things, an affidavit in substantially the same form as this
      affidavit. The Owner expressly agrees that it will not consummate any such
      transfer if it knows or believes that any of the representations contained
      in such affidavit and agreement are false.

            7. That the Owner consents to any additional restrictions or
      arrangements that shall be deemed necessary upon advice of counsel to
      constitute a reasonable arrangement to ensure that the Class [R-I] [R-II]
      Certificates will only be owned, directly or indirectly, by Permitted
      Transferees.

            8. That the Owner's taxpayer identification number is _____________.

            9. That the Owner has reviewed the restrictions set forth on the
      face of the Class [R-I] [R-II] Certificates and the provisions of Section
      5.02 of the Pooling and Servicing Agreement under which the Class [R-I]
      [R-II] Certificates were issued (and, in particular, the Owner is aware
      that such Section authorizes the Paying Agent to deliver payments to a
      person other than the Owner and negotiate a mandatory sale by the Paying
      Agent in the event that the Owner holds such Certificate in violation of
      Section 5.02); and that the Owner expressly agrees to be bound by and to
      comply with such restrictions and provisions.

            10. That the Owner is not acquiring and will not transfer the Class
      [R-I] [R-II] Certificates in order to impede the assessment or collection
      of any tax.

            11. That the Owner has historically paid its debts as they have come
      due, intends to continue to pay its debts as they come due in the future,
      and anticipates that it will, so long as it holds any of the Class [R-I]
      [R-II] Certificates, have sufficient assets to pay any taxes owed by the
      holder of such Class [R-I] [R-II] Certificates.

            12. That the Owner has no present knowledge that it may become
      insolvent or subject to a bankruptcy proceeding for so long as it holds
      any of the Class [R-I] [R-II] Certificates.

            13. That the Owner has no present knowledge or expectation that it
      will be unable to pay any United States taxes owed by it so long as any of
      the Certificates remain outstanding. In this regard, the Owner hereby
      represents to and for the benefit of the Person from whom it acquired the
      Class [R-I] [R-II] Certificates that the Owner intends to pay taxes
      associated with holding the Class [R-I] [R-II] Certificates as they become
      due, fully understanding that it may incur tax liabilities in excess of
      any cash flows generated by the Class [R-I] [R-II] Certificates.

            14. That the Owner is not acquiring the Class [R-I] [R-II]
      Certificates with the intent to transfer any of the Class [R-I] [R-II]
      Certificates to any person or entity that will not have sufficient assets
      to pay any taxes owed by the holder of such Class [R-I] [R-II]
      Certificates, or that may become insolvent or subject to a bankruptcy
      proceeding, for so long as the Class [R-I] [R-II] Certificates remain
      outstanding.

            15. That the Owner will, in connection with any transfer that it
      makes of the Class [R-I] [R-II] Certificates, obtain from its transferee
      the representations required by Section 5.02(d) of the Pooling and
      Servicing Agreement under which the Class [R-I] [R-II] Certificates were
      issued and will not consummate any such transfer if it knows, or knows
      facts that should lead it to believe, that any such representations are
      false.

            16. That the Owner will, in connection with any transfer that it
      makes of any Class [R-I] [R-II] Certificate, deliver to the Certificate
      Registrar an affidavit, which represents and warrants that it is not
      transferring such Class [R-I] [R-II] Certificate to impede the assessment
      or collection of any tax and that it has no actual knowledge that the
      proposed transferee: (i) has insufficient assets to pay any taxes owed by
      such transferee as holder of such Class [R-I] [R-II] Certificate; (ii) may
      become insolvent or subject to a bankruptcy proceeding, for so long as the
      Class [R-I] [R-II] Certificates remain outstanding; and (iii) is not a
      "Permitted Transferee".

            17. Check the applicable paragraph:

            [_]   The present value of the anticipated tax liabilities
                  associated with holding the [R-I] [R-II] Certificate, as
                  applicable, does not exceed the sum of:

            (i)   the present value of any consideration given to the Owner to
                  acquire such [R-I] [R-II] Certificate;

            (ii)  the present value of the expected future distributions on such
                  [R-I] [R-II] Certificate; and

            (iii) the present value of the anticipated tax savings associated
                  with holding such [R-I] [R-II] Certificate as the related
                  REMIC generates losses.

            For purposes of this calculation, (i) the Owner is assumed to pay
tax at the highest rate currently specified in Section 11(b) of the Code (but
the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the
highest rate specified in Section 11(b) of the Code if the Owner has been
subject to the alternative minimum tax under Section 55 of the Code in the
preceding two years and will compute its taxable income in the current taxable
year using the alternative minimum tax rate) and (ii) present values are
computed using a discount rate equal to the short-term Federal rate prescribed
by Section 1274(d) of the Code for the month of the transfer and the compounding
period used by the Owner.

            [_]   The transfer of the [R-I] [R-II] Certificate complies with
                  U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and,
                  accordingly,

            (i)   the Owner is an "eligible corporation," as defined in U.S.
                  Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
                  income from the [R-I] [R-II] Certificate will only be taxed in
                  the United States;

            (ii)  at the time of the transfer, and at the close of the Owner's
                  two fiscal years preceding the year of the transfer, the Owner
                  had gross assets for financial reporting purposes (excluding
                  any obligation of a person related to the Owner within the
                  meaning of U.S. Treasury Regulations Section
                  1.860E-1(c)(6)(ii)) in excess of $100 million and net assets
                  in excess of $10 million;

            (iii) the Owner will transfer the [R-I] [R-II] Certificate only to
                  another "eligible corporation," as defined in U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(i), in a transaction that
                  satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii)
                  and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury
                  Regulations; and

            (iv)  the Owner determined the consideration paid to it to acquire
                  the [R-I] [R-II] Certificate based on reasonable market
                  assumptions (including, but not limited to, borrowing and
                  investment rates, prepayment and loss assumptions, expense and
                  reinvestment assumptions, tax rates and other factors specific
                  to the Owner) that it has determined in good faith.

            [_]   None of the above.


<PAGE>

            IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, by its [Title of Officer] and Authorized Signatory,
attested by its Assistant Secretary, this ____ day of _____, ___.


                                       [NAME OF OWNER]



                                       By:____________________________________
                                          [Name of Officer]
                                          [Title of Officer]



_______________________________________
         [Assistant] Secretary

            Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be [Title of Officer], and acknowledged to me that he executed
the same as his free act and deed and the free act and deed of the Owner.

            Subscribed and sworn before me this ____ day of _____, _____.



                                       _______________________________________
                                                    NOTARY PUBLIC



                                       COUNTY OF _____________________________
                                       STATE OF ______________________________


                                       My Commission expires the
                                          ____ day of ___________, ____.

<PAGE>

                                   EXHIBIT H-2

                         FORM OF TRANSFEROR CERTIFICATE
                        PURSUANT TO SECTION 5.02(d)(i)(D)

                                                                        [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services - Wachovia Bank
      Commercial Mortgage Trust, Commercial Mortgage Pass-Through
      Certificates, Series 2007-C30

      Re:   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series 2007-C30, Class [R-I] [R-II],
            evidencing a ____% percentage interest in the Class to which they
            belong

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________ (the "Transferor") to ______________________ (the "Transferee") of the
captioned Class [R-I] [R-II] Certificates (the "Class [R-I] [R-II]
Certificates"), pursuant to Section 5.02 of the pooling and servicing agreement
(the "Pooling and Servicing Agreement"), dated as of March 1, 2007, among
Wachovia Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank,
National Association, as Master Servicer, CWCapital Asset Management LLC, as
Special Servicer, and Wells Fargo Bank, N.A., as Trustee. All terms used herein
and not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Transferor hereby represents and warrants to you, as
Certificate Registrar, that:

            1. No purpose of the Transferor relating to the transfer of the
      Class [R-I] [R-II] Certificates by the Transferor to the Transferee is or
      will be to impede the assessment or collection of any tax.

            2. The Transferor understands that the Transferee has delivered to
      you a Transfer Affidavit and Agreement in the form attached to the Pooling
      and Servicing Agreement as Exhibit H-1. The Transferor does not know or
      believe that any representation contained therein is false.

            3. The Transferor at the time of this transfer has conducted a
      reasonable investigation of the financial condition of the Transferee as
      contemplated by Treasury regulation section 1.860E-1(c)(4)(i) and, as a
      result of that investigation, the Transferor has determined that the
      Transferee has historically paid its debts as they became due and has
      found no significant evidence to indicate that the Transferee will not
      continue to pay its debts as they become due in the future.

            4. The Transferor understands that the transfer of the Class [R-I]
      [R-II] Certificates may not be respected for United States income tax
      purposes (and the Transferor may continue to be liable for United States
      income taxes associated therewith) unless the test described above in
      Paragraph 3 has been met as to any transfer.


                                       Very truly yours,



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________


<PAGE>

                                   EXHIBIT I-1

                        FORM OF NOTICE AND ACKNOWLEDGMENT

                                                                        [Date]

Fitch, Inc.
One State Street Plaza
New York, New York  10004

Moody's Investors Service, Inc.
99 Church Street
New York, New York  10007
Attention: Commercial Mortgage Surveillance

Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc.
56 Water Street
New York, New York  10041-0003
Attention: CMBS Surveillance Group

Ladies and Gentlemen:

            This notice is being delivered pursuant to Section 6.09 of the
pooling and servicing agreement, dated as of March 1, 2007 (the "Pooling and
Servicing Agreement") relating to Wachovia Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2007-C30. Any term with initial
capital letters not otherwise defined in this notice has the meaning given such
term in the Pooling and Servicing 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 Pooling and
Servicing Agreement.

            The designation of ____________________ as Special Servicer will
become final if certain conditions are met and on the date you will deliver to
Wells Fargo Bank, N.A., the trustee under the Pooling and Servicing Agreement
(the "Trustee"), a written confirmation stating that the appointment of the
person designated to become the Special Servicer will not result in the
qualification, downgrading or withdrawal of the rating or ratings assigned to
one or more Classes of the Certificates.

<PAGE>

Please acknowledge receipt of this notice by signing the enclosed copy of this
notice where indicated below and returning it to the Trustee, in the enclosed
stamped self-addressed envelope.


                                       Very truly yours,


                                       WELLS FARGO BANK, N.A.



                                       By:____________________________________
                                          Name:
                                          Title:

Receipt and acknowledged:

Fitch, Inc.                              Moody's Investors Service, Inc.

  By:__________________________________     By:_________________________________
  Title:_______________________________     Title:______________________________
  Date:________________________________     Date:_______________________________

Standard & Poor's Ratings Services, a
   division of The McGraw-Hill
   Companies, Inc.

   By:_________________________________
   Title:______________________________
   Date:_______________________________

<PAGE>

                                   EXHIBIT I-2

               FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER

                                                                        [Date]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045-1951
Attn: Corporate Trust Services - Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through    Certificates, Series 2007-C30

Ladies & Gentlemen:

            Pursuant to Section 6.09 of the pooling and servicing agreement,
dated as of March 1, 2007 (the "Pooling and Servicing Agreement"), relating to
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2007-C30, the undersigned hereby agrees with all the other
parties to the Pooling and Servicing Agreement that the undersigned shall serve
as Special Servicer under, and as defined in, the Pooling and Servicing
Agreement. The undersigned hereby acknowledges that, as of the date hereof, it
is and shall be a party to the Pooling and Servicing 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)(ii)-(ix) of the Pooling and Servicing
Agreement as if it were the Special Servicer thereunder. The undersigned
additionally represents that, as of the date hereof, it has been duly organized
and is validly existing under the laws of the jurisdiction of its organization
and that it is in compliance with the laws of each state in which a Mortgaged
Property (as defined in the Pooling and Servicing Agreement) is located to the
extent necessary to perform its obligations under the Pooling and Servicing
Agreement.


                                       _______________________________________



                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________

<PAGE>

                                    EXHIBIT J

                   LIST OF EARNOUT AND HOLDBACK MORTGAGE LOANS


<TABLE>
<CAPTION>

Property Name                     Description of Other Escrows:
-------------------------------   --------------------------------------------------------------------------------------------
<S>                               <C>
Gateway Executive Center          Les Larsen Holdback Reserve
The Aetna Building                Cafeteria Renovation Reserve / MSC Medical Company Rollover Reserve / Holdback Reserve LOC /
                                  MSC Occupancy Reserve LOC / MSC 8th Floor Reserve LOC / Debt Service Reserve
Deerfield Beach Shopping Center   Holdback Reserve LOC / Styles for Less Holdback Reserve
Lyons Tech VI                     Holdback Reserve LOC
Lakeside at College Park          Holdback Reserve LOC
Walgreens - Richmond, VA          Punchlist Holdback Reserve
Delle Donne Corporate Center I    Holdback Reserve
Cave Creek Marketplace            Holdback Reserve
The North Ranch Medical Center    Perfect Teeth Holdback Reserve
BMG Warehouse                     Rent Holdback Reserve / Economic Occupany Holdback Reserve
Marina Square                     State Rent Holdback / State Rollover / Retail Rollover
Arbor Park Apartments             Rehabilitation Holdback Reserve
600 Sable Oaks Drive              Holdback Reserve
Walgreens - Forks Township, PA    Holdback Reserve
Dardenne Town Square              Real Estate Tax Holdback
Fifty West                        Koning Holdback Reserve
Plaza Two at Wellington Green     Lazer Eye Institute Holdback Reserve
Brandywine Corporate Center       Holdback Reserve
Riverview Business Plaza          Holdback Reserve LOC
Campus Lodge Apartments           Seasonality Reserve / Holdback Reserve LOC

<CAPTION>

Property Name                     Initial Other Escrow Deposit
-------------------------------   -----------------------------
<S>                               <C>
Gateway Executive Center                                 20,822
The Aetna Building                        1,400,000 / 4,568,000
                                      / 3,000,000 / 1,400,000 /
                                     Spr--4,500,000 / 1,300,000
Deerfield Beach Shopping Center              3,000,000 / 15,000
Lyons Tech VI                                           300,000
Lakeside at College Park                              1,500,000
Walgreens - Richmond, VA                                 25,000
Delle Donne Corporate Center I                                0
Cave Creek Marketplace                                  750,000
The North Ranch Medical Center                           85,000
BMG Warehouse                                28,768 / 1,100,000
Marina Square                     147,417.20 / Spr--600,000 / 0
Arbor Park Apartments                                 1,892,350
600 Sable Oaks Drive                                    260,000
Walgreens - Forks Township, PA                           32,000
Dardenne Town Square                                     23,860
Fifty West                                               20,214
Plaza Two at Wellington Green                            26,500
Brandywine Corporate Center                             400,000
Riverview Business Plaza                                300,000
Campus Lodge Apartments                  310,730.04 / 2,000,000

<CAPTION>

Property Name                     Type of Other Escrow
-------------------------------   --------------------------------------------------------------------------------------------
<S>                               <C>
Gateway Executive Center          Les Larsen Holdback Reserve
The Aetna Building                Cafeteria Renovation Reserve / MSC Medical Company Rollover Reserve
                                  / Holdback Reserve LOC /
                                  MSC Occupancy Reserve LOC / MSC 8th Floor Reserve LOC / Debt Service Reserve
Deerfield Beach Shopping Center   Holdback Reserve LOC / Styles for Less Holdback Reserve
Lyons Tech VI                     Holdback Reserve LOC
Lakeside at College Park          Holdback Reserve LOC
Walgreens - Richmond, VA          Punchlist Holdback Reserve
Delle Donne Corporate Center I    Holdback Reserve
Cave Creek Marketplace            Holdback Reserve
The North Ranch Medical Center    Perfect Teeth Holdback Reserve
BMG Warehouse                     Rent Holdback Reserve / Economic Occupany Holdback Reserve
Marina Square                     State Rent Holdback / State Rollover / Retail Rollover
Arbor Park Apartments             Rehabilitation Holdback Reserve
600 Sable Oaks Drive              Holdback Reserve
Walgreens - Forks Township, PA    Holdback Reserve
Dardenne Town Square              Real Estate Tax Holdback
Fifty West                        Koning Holdback Reserve
Plaza Two at Wellington Green     Lazer Eye Institute Holdback Reserve
Brandywine Corporate Center       Holdback Reserve
Riverview Business Plaza          Holdback Reserve LOC
Campus Lodge Apartments           Seasonality Reserve / Holdback Reserve LOC
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Property Name                              Description of Other Escrows:   Initial Other Escrow Deposit   Type of Other Escrow
----------------------------------------   -----------------------------   ----------------------------   --------------------------
<S>                                        <C>                             <C>                            <C>
One Congress Street                        Leasing Achievement                                4,500,000   Leasing Achievement
Gateway Crossing Center                    Leasing Achievement                                5,000,000   Leasing Achievement
Quail Cove Apartments                      Earnout                                              300,000   Earnout
Opus Office Pool                           Earnout                                              675,000   Earnout
Storbox Self Storage - Pasadena, CA        Master Lease                                         504,931   Master Lease
Holiday Inn - Everett, WA                  DSCR Achievement                                   3,000,000   DSCR Achievement
Athalon Center                             Master Lease                                         520,000   Master Lease
Crossroads Professional Center             DSCR Achievement                                     555,290   DSCR Achievement
Turnpike Business Center                   Leasing Achievement                                  500,000   Leasing Achievement
Northwest Professional Center              Master Lease                                         448,000   Master Lease
Summerglen Apartments - Mount Vernon, WA   Debt Service Achievement                              50,000   Debt Service Achievement
Wells Street Apartments                    Post Closing                                          75,000   Post Closing
Village Apartments - Phase II              Leasing Achievement                                  600,000   Leasing Achievement
Burnside Commons II Retail Center          Leasing Achievement                                  275,000   Leasing Achievement
Spalding Station                           Leasing Achievement (DSCR)                           124,000   Leasing Achievement (DSCR)
Ahwatukee Retail - Phoenix, AZ             Earnout Achievement                                  140,300   Earnout Achievement
150-170 Crossways Park Drive               Leasing Achievement                                  800,000   Leasing Achievement
Florida Department of Agriculture          Master Lease                                          94,248   Master Lease
696 South Tippecanoe - Building 3          Earnout                                              200,000   Earnout
Best Western - Danville, VA                DSCR Achievement                                     200,000   DSCR Achievement
</TABLE>


<PAGE>

                                   EXHIBIT K-1

               FORM OF CERTIFICATEHOLDER CONFIRMATION CERTIFICATE
                          REQUEST BY BENEFICIAL HOLDER

                                                                        [Date]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045-1951
Attn: Corporate Trust Services - Wachovia Bank
      Commercial Mortgage Trust, Commercial Mortgage Pass-Through
      Certificates, Series 2007-C30

Wachovia Bank, National Association
8739 Research Drive - URP4
Charlotte, North Carolina 28288
Attention:  Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series 2007-C30

CWCapital Asset Management LLC
700 Twelfth Street, N.W., Suite 700
Washington, D.C. 20005
Attention: David Iannarone

      Re:   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series 2007-C30

            In accordance with Section 3.15 of the pooling and servicing
agreement(the "Pooling and Servicing Agreement"), dated as of March 1, 2007, by
and among Wachovia Commercial Mortgage Securities, Inc., as depositor (the
"Depositor"), Wachovia Bank, National Association, as master servicer (in such
capacity, the "Master Servicer"), CWCapital Asset Management LLC, as special
servicer (the "Special Servicer"), and Wells Fargo Bank, N.A., as trustee (the
"Trustee"), with respect to the Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2007-C30 (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 Fund 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 K-2

                    FORM OF PROSPECTIVE PURCHASER CERTIFICATE

                                                                        [Date]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045-1951
Attn: Corporate Trust Services - Wachovia Bank
      Commercial Mortgage Trust, Commercial Mortgage Pass-Through
      Certificates, Series 2007-C30

Wachovia Bank, National Association
NC1075
8739 Research Drive - URP4
Charlotte, North Carolina  28262-1075
Attn: Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through  Certificates, Series 2007-C30

CWCapital Asset Management LLC
700 Twelfth Street, N.W., Suite 700
Washington, D.C. 20005
Attention: David Iannarone

      Re:   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series 2007-C30 (the "Certificates")

            In accordance with Section 3.15 of the pooling and
servicing agreement(the "Pooling and Servicing Agreement"), dated as of March
1, 2007, among Wachovia Commercial Mortgage Securities, Inc., as depositor
(the "Depositor"), Wachovia Bank, National Association, as master servicer
(in such capacity, the "Master Servicer"), CWCapital Asset Management LLC, as
special servicer (the "Special Servicer"), and Wells Fargo Bank, N.A., as
trustee (the "Trustee"), with respect to the Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2007-C30 (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.

            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 Fund 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 L

                            INITIAL COMPANION HOLDERS

Name: Wachovia Bank, National Association, with respect to the Peter Cooper
Village & Stuyvesant Town Pari Passu A-2 Companion Loan

      Address: 301 South College Street, One Wachovia Center NC0166, Charlotte,
North Carolina 28288

      Wiring Instructions:

      Tax Identification Number:



Name: Wachovia Bank, National Association, with respect to the Peter Cooper
Village & Stuyvesant Town Pari Passu A-3 Companion Loan

      Address: 301 South College Street, One Wachovia Center NC0166, Charlotte,
North Carolina 28288

      Wiring Instructions:

      Tax Identification Number:



Name: Wachovia Bank, National Association, with respect to the Peter Cooper
Village & Stuyvesant Town Pari Passu A-4 Companion Loan

      Address: 301 South College Street, One Wachovia Center NC0166, Charlotte,
North Carolina 28288

      Wiring Instructions:

      Tax Identification Number:



Name: The trust fund created under the ML-CFC 2007-5 Pooling and Servicing
Agreement, with respect to the Peter Cooper Village & Stuyvesant Town Pari Passu
A-5 Companion Loan

      Address: LaSalle Bank National Association, 135 South LaSalle Street,
Suite 1625, Chicago, Illinois 60603, Attn: Global Securities and Trust Services
- ML-CFC Commercial Mortgage Trust 2007-5

      Wiring Instructions:

      Tax Identification Number:



Name: Merrill Lynch Mortgage Lending, Inc., with respect to the Peter Cooper
Village & Stuyvesant Town Pari Passu A-6 Companion Loan

      Address: 4 World Financial Center, FL 16, New York, New York 10080

      Wiring Instructions:

      Tax Identification Number:



Name: Wachovia Bank, National Association, with respect to the Five Times Square
Pari Passu Companion Loan

      Address: 301 South College Street, One Wachovia Center NC0166, Charlotte,
North Carolina 28288

      Wiring Instructions:

      Tax Identification Number:



Name: The trust fund created under the LB-UBS 2007-C1 Pooling and Servicing
Agreement, with respect to the State Street Financial Center Pari Passu
Companion Loan

      Address: LaSalle Bank National Association, 135 South LaSalle Street,
Suite 1625, Chicago, Illinois 60603, Attn: Global Securities and Trust Services
- LB-UBS Mortgage Trust 2007-C1

      Wiring Instructions:

      Tax Identification Number:



Name: Morgan Stanley Mortgage Capital Inc., with respect to the 485 Lexington
Avenue Pari Passu A-3 Companion Loan

      Address: 1221 Avenue of the Americas, New York, New York 10020

      Wiring Instructions:

      Tax Identification Number:



Name: Artesia Mortgage Capital Corporation, with respect to the One Congress
Street Subordinate Companion Loan

      Address: 1180 NW Maple Street, Suite 202, Issaquah, Washington 98027

      Wiring Instructions:

      Tax Identification Number:



Name: MW1-2002 LLC, with respect to the PNC Corporate Plaza Subordinate
Companion Loan

      Address: 301 South College Street, One Wachovia Center NC0166, Charlotte,
North Carolina 28288

      Wiring Instructions:

      Tax Identification Number:



Name: MW1-2002 LLC, with respect to the Spring Mill Corporate Center Subordinate
Companion Loan

      Address: 301 South College Street, One Wachovia Center NC0166, Charlotte,
North Carolina 28288

      Wiring Instructions:

      Tax Identification Number:



Name: CBA Mezzanine Capital Finance, LLC, with respect to the Sealy Pool B
Subordinate Companion Loan

      Address: 51 JFK Parkway, Fourth Floor East, Short Hills, New Jersey 07078

      Wiring Instructions:

      Tax Identification Number:



Name: MW1-2002 LLC, with respect to the Eastland Center Subordinate Companion
Loan

      Address: 301 South College Street, One Wachovia Center NC0166, Charlotte,
North Carolina 28288

      Wiring Instructions:

      Tax Identification Number:



Name: Wachovia Bank, National Association, with respect to The Morgan Apartments
Subordinate Companion Loan

      Address: 301 South College Street, One Wachovia Center NC0166, Charlotte,
North Carolina 28288

      Wiring Instructions:

      Tax Identification Number:



Name: MW1-2002 LLC, with respect to the Tyco International Building Subordinate
Companion Loan

      Address: 301 South College Street, One Wachovia Center NC0166, Charlotte,
North Carolina 28288

      Wiring Instructions:

      Tax Identification Number:



Name: Caplease Debt Funding, LP, with respect to each of the Time Warner
Building Subordinate Companion Loans

      Address: 110 Maiden Lane, 36th Floor, New York, New York 10005

      Wiring Instructions:

      Tax Identification Number:



Name: Caplease Debt Funding, LP, with respect to each of the Environmental
Technologies Subordinate Companion Loans

      Address: 110 Maiden Lane, 36th Floor, New York, New York 10005

      Wiring Instructions:

      Tax Identification Number:



Name: CBA Mezzanine Capital Finance, LLC, with respect to the Gateway
Executive Center Subordinate Companion Loan

      Address: 51 JFK Parkway, Fourth Floor East, Short Hills, New Jersey 07078

      Wiring Instructions:

      Tax Identification Number:



Name: CBA Mezzanine Capital Finance, LLC, with respect to the Sandy Retail
Center Subordinate Companion Loan

      Address: 51 JFK Parkway, Fourth Floor East, Short Hills, New Jersey 07078

      Wiring Instructions:

      Tax Identification Number:



Name: CBA Mezzanine Capital Finance, LLC, with respect to the Virginia Village
Apartments Subordinate Companion Loan

      Address: 51 JFK Parkway, Fourth Floor East, Short Hills, New Jersey 07078

      Wiring Instructions:

      Tax Identification Number:



Name: Wachovia Bank, National Association, with respect to Five Times Square
Subordinate Companion Loan

      Address: 301 South College Street, One Wachovia Center NC0166, Charlotte,
North Carolina 28288

      Wiring Instructions:

      Tax Identification Number:



<PAGE>


                                  EXHIBIT M

                         FORM OF PURCHASE OPTION NOTICE
                            PURSUANT TO SECTION 3.18

                                     [Date]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045-1951
Attn: Corporate Trust Services - Wachovia Bank
 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
 Certificates, Series 2007-C30

Wachovia Bank, National Association
NC 1075
8739 Research Drive URP4
Charlotte, North Carolina  28262-1075
Attn: Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2007-C30

      Re:   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series 2007-C30

Ladies and Gentlemen:

            The undersigned hereby acknowledges that it is the holder of an
assignable option (the "Purchase Option") to purchase Mortgage Loan number ____
from the Trust Fund, pursuant to Section 3.18 of the pooling and servicing
agreement (the "Pooling and Servicing Agreement"), dated as of March 1, 2007, by
and among Wachovia Commercial Mortgage Securities, Inc., as Depositor, Wells
Fargo Bank, N.A., as Trustee, CWCapital Asset Management LLC, 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 N

                                     FORM OF
                            NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN

To: Standard & Poor's Ratings Services,
    a division of The McGraw-Hill Companies, Inc.
    56 Water Street
    New York, New York  10041-0003
    Attn: CMBS Surveillance Group

From: Wachovia Bank, National Association, in its capacity
      as Master Servicer (the "Master Servicer") under the pooling and
      servicing agreement dated as of March 1, 2007 (the "Pooling and
      Servicing Agreement"),  among the Master Servicer, Wells Fargo Bank, N.A.,
      as Trustee and others.

Date: ____, 20___

      Re:   Wachovia Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates
            Series 2007-C30

            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 the Trustee,
              (ii) require the securities intermediary to make the scheduled
              payments on the Mortgage Loan from the proceeds of the defeasance
              collateral directly to the Servicer's collection account in the
              amounts and on the dates specified in the Mortgage Loan documents
              or, in a partial defeasance, the portion of such scheduled
              payments attributed to the allocated loan amount for the real
              property defeased, increased by any defeasance premium specified
              in the Mortgage Loan documents (the "Scheduled Payments"), (iii)
              permit reinvestment of proceeds of the defeasance collateral only
              in Permitted Investments (as defined in the S&P Criteria), (iv)
              permit release of surplus defeasance collateral and earnings on
              reinvestment from the pledged securities account only after the
              Mortgage Loan has been paid in full, if any such release is
              permitted, (v) prohibit transfers by the Defeasance Obligor of the
              defeasance collateral and subordinate liens against the defeasance
              collateral, and (vi) provide for payment from sources other than
              the defeasance collateral or other assets of the Defeasance
              Obligor of all fees and expenses of the securities intermediary
              for administering the defeasance and the securities account and
              all fees and expenses of maintaining the existence of the
              Defeasance Obligor.

      (viii)  The Master Servicer received written confirmation from a firm of
              independent certified public accountants, who were approved by
              Master Servicer in accordance with the Servicing Standard stating
              that (i) revenues from the defeasance collateral (without taking
              into account any earnings on reinvestment of such revenues) will
              be sufficient to timely pay each of the Scheduled Payments after
              the defeasance including the payment in full of the Mortgage Loan
              (or the allocated portion thereof in connection with a partial
              defeasance) on its Maturity Date (or, in the case of an ARD Loan,
              on its Anticipated Repayment Date), (ii) the revenues received in
              any month from the defeasance collateral will be applied to make
              Scheduled Payments within four (4) months after the date of
              receipt, and (iii) interest income from the defeasance collateral
              to the Defeasance Obligor in any calendar or fiscal year will not
              exceed such Defeasance Obligor's interest expense for the Mortgage
              Loan (or the allocated portion thereof in a partial defeasance)
              for such year.

      (ix)    The Mortgage Loan is not among the ten (10) largest loans in the
              pool. The entire principal balance of the Mortgage Loan as of the
              date of defeasance was less than both $[___] and five percent of
              the pool balance, which is less than [__]% of the aggregate
              Certificate Balance of the Certificates as of the date of the most
              recent Trustee's Distribution Date Statement received by us (the
              "Current Report").

      (x)     The defeasance described herein, together with all prior and
              simultaneous defeasances of Mortgage Loans, brings the total of
              all fully and partially defeased Mortgage Loans to $________,
              which is _____% of the aggregate Certificate Balance of the
              Certificates as of the date of the Current Report.

            (c) Certify that Exhibit B hereto is a list of the material
agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in
connection with the defeasance.

            (d) Certify that the individual under whose hand the Master Servicer
has caused this Notice and Certification to be executed did constitute a
Servicing Officer as of the date of the defeasance described above.

            (e) Agree to provide copies of all items listed in Exhibit B to you
upon request.

                           [SIGNATURE PAGE FOLLOWS]

<PAGE>

            IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.


                                       WACHOVIA BANK, NATIONAL ASSOCIATION


                                       By: ___________________________________
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT O

                      FORM OF DEPOSITOR CERTIFICATION TO BE
                             PROVIDED WITH FORM 10-K

                    Wachovia Bank Commercial Mortgage Trust,
                  Commercial Mortgage Pass-Through Certificates
                       Series 2007-C30 (the "Trust Fund")

            I, [identify the certifying individual], a [title] of Wachovia
Commercial Mortgage Securities, Inc., the depositor into the above-referenced
Trust Fund, certify that:

            1. I have reviewed this annual report on Form 10-K, and all reports
      on Form 10-D required to be filed in respect of periods included in the
      year covered by this annual report, of the Trust Fund;

            2. Based on my knowledge, the Exchange Act periodic reports, taken
      as a whole, do not contain any untrue statement of a material fact or omit
      to state a material fact necessary to make the statements made, in light
      of the circumstances under which such statements were made, not misleading
      with respect to the period covered by this annual report;

            3. Based on my knowledge, all of the distribution, servicing and
      other information required to be provided on Form 10-D for the period
      covered by this report is included in the Exchange Act periodic reports;

            4. Based on my knowledge and the servicer compliance statements
      required in this report under Item 1123 of Regulation AB, and except as
      disclosed in the Exchange Act periodic reports, the servicers have
      fulfilled their obligations under the pooling and servicing agreement; and

            5. All of the reports on assessment of compliance with servicing
      criteria for asset-backed securities and their related attestation reports
      on assessment of compliance with servicing criteria for asset-backed
      securities required to be included in this report in accordance with Item
      1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
      included as an exhibit to this report, except as otherwise disclosed in
      this report. Any material instances of noncompliance described in such
      reports have been disclosed in this report on Form 10-K.

<PAGE>


            In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties: CWCapital
Asset Management LLC and Wells Fargo Bank, N.A.

Date: __________________________



______________________________________
President and Chief Executive Officer
Wachovia Commercial Mortgage Securities, Inc.

<PAGE>

                                    EXHIBIT P

                FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
                                 BY THE TRUSTEE

                    Wachovia Bank Commercial Mortgage Trust,
                  Commercial Mortgage Pass-Through Certificates
                       Series 2007-C30 (the "Trust Fund")

            I, [identify the certifying individual], a [title] of Wells Fargo
Bank, N.A., certify to Wachovia Commercial Mortgage Securities, Inc. and their
officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification in delivering the Certification required by
the pooling and servicing agreement relating to the Certificates (capitalized
terms used herein without definition shall have the meanings assigned to such
terms in the pooling and servicing agreement), that:

            1. I have reviewed this annual report on Form 10-K, and all reports
      on Form 10-D required to be filed in respect of the period included in the
      year covered by this annual report, of the Trust Fund;

            2. Based on my knowledge, the distribution information in these
      reports, taken as a whole, does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

            3. Based on my knowledge, the distribution and servicing information
      required to be provided to the trustee by the master servicer under the
      pooling and servicing agreement is included in the reports delivered by
      the master servicer to the trustee;

            4. I am responsible for reviewing the activities performed by the
      trustee and based on my knowledge and the compliance reviews conducted in
      preparing the trustee compliance statements required for inclusion on Form
      10-K pursuant to Item 1123 of Regulation AB, and except as disclosed on
      any Form 10-D or 10-K, the trustee has fulfilled its obligations in all
      material respects under the pooling and servicing agreement; and

            5. All of the reports on assessment of compliance with servicing
      criteria for asset-backed securities and their related attestation reports
      on assessment of compliance with servicing criteria for asset-backed
      securities with respect to the trustee required to be included in Form
      10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules
      13a-18 and 15d-18 have been included as an exhibit to Form 10-K, except as
      otherwise disclosed in Form 10-K. Any material instances of noncompliance
      described in such reports have been disclosed in such report on Form 10-K.

Date: ___________________________



_________________________________
[Title]
Wells Fargo Bank, N.A.

<PAGE>

                                   EXHIBIT Q-1

                   FORM OF MASTER SERVICER CERTIFICATION TO BE
                            PROVIDED TO THE DEPOSITOR

                    Wachovia Bank Commercial Mortgage Trust,
                  Commercial Mortgage Pass-Through Certificates
                       Series 2007-C30 (the "Trust Fund")

            I, [identify the certifying individual], a [title] of Wachovia Bank,
National Association, certify to Wachovia Commercial Mortgage Securities, Inc.
and their officers, directors and affiliates, and with the knowledge and intent
that they will rely upon this certification (capitalized terms used herein
without definition shall have the meanings assigned to such terms in the Pooling
and Servicing Agreement), that:

            1. I have reviewed the servicing reports relating to the Trust Fund
      delivered by the master servicer to the trustee pursuant to the Pooling
      and Servicing Agreement covering the fiscal year [_____];

            2. Based on my knowledge, (a) assuming the accuracy of the
      statements required to be made in the corresponding certificate of the
      special servicer pursuant to Section 8.17(n) of the Pooling and Servicing
      Agreement and (b) assuming that the information regarding the Mortgage
      Loans, the Mortgagors or the Mortgaged Properties in the Prospectus (the
      "Mortgage Information") does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in the light of the circumstances under which such
      statements were made, not misleading (but only to the extent that such
      Mortgage Information is or shall be used by the servicer to prepare the
      servicing reports, provided, however, the servicer shall provide any
      information of which the servicer has knowledge, to the extent such
      information updates the Mortgage Information and is required to be
      provided by the servicer pursuant to the Pooling and Servicing Agreement),
      the servicing information reports, taken as a whole, does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by this report;

            3. Based on my knowledge, and assuming the accuracy of the
      statements required to be made in the corresponding certificate of the
      special servicer pursuant to Section 8.17(n) of the Pooling and Servicing
      Agreement and assuming that the special servicer timely delivered to the
      master servicer all servicing information required to be provided to the
      master servicer by the special servicer under the Pooling and Servicing
      Agreement, the servicing information required to be provided to the
      trustee by the master servicer under the Pooling and Servicing Agreement
      is included in the servicing reports delivered by the master servicer to
      the trustee;

            4. I am responsible for reviewing the activities performed by the
      master servicer under the Pooling and Servicing Agreement and based upon
      my knowledge and the annual compliance reviews conducted in preparing the
      servicer compliance statements required in this report under Item 1123 of
      Regulation AB with respect to the master servicer, and except as disclosed
      in the compliance certificate delivered by the master servicer under
      Section 3.13 of the Pooling and Servicing Agreement, the master servicer
      has fulfilled its obligations under the Pooling and Servicing Agreement in
      all material respects;

            5. The accountant's statement delivered pursuant to Section 3.14 of
      the Pooling and Servicing Agreement discloses all significant deficiencies
      relating to the master servicer's compliance with the minimum servicing
      standards based upon the report provided by an independent public
      accountant, after conducting a review in compliance with the Uniform
      Single Attestation Program for Mortgage Bankers or similar procedure, as
      set forth in the Pooling and Servicing Agreement; and

            6. All of the reports on assessment of compliance with servicing
      criteria for asset-backed securities and their related attestation reports
      on assessment of compliance with servicing criteria for asset-backed
      securities with respect to the master servicer have been provided as
      required by the Pooling and Servicing Agreement, except as otherwise
      disclosed in the servicing reports. Any material instances of
      noncompliance described in such reports have been disclosed in this report
      on Form 10-K.

            7. If this certification is delivered by the Master Servicer, add:
      In addition, notwithstanding the foregoing certifications under clauses
      (2) and (3) above, the Master Servicer does not make any certification
      under such clauses (2) and (3) above with respect to the information in
      the servicing reports delivered by the Master Servicer to the Trustee
      referred to in such clauses (2) and (3) above that is in turn dependent
      upon information provided by the Special Servicer under the Pooling and
      Servicing Agreement beyond the corresponding certification actually
      provided by the Special Servicer pursuant to Section 8.17(n) of the
      Pooling and Servicing Agreement. Further, notwithstanding the foregoing
      certifications, the Master Servicer does not make any certification under
      the foregoing clauses (1) through (5) that is in turn dependent (i) upon
      information required to be provided by any Sub-Servicer acting under a
      Sub-Servicing Agreement that the Master Servicer entered into in
      connection with the issuance of the Certificates, or upon the performance
      by any such Sub-Servicer of its obligations pursuant to any such
      Sub-Servicing Agreement, in each case beyond the respective backup
      certifications actually provided by such Sub-Servicer to the Master
      Servicer with respect to the information that is the subject of such
      certification, or (ii) upon information required to be provided by the
      Non-Serviced Mortgage Loan Servicer or upon the performance by the
      Non-Serviced Mortgage Loan Servicer of its obligations pursuant to the
      Non-Serviced Mortgage Loan Pooling and Servicing Agreement, in each case
      beyond the backup certification actually provided by the Non-Serviced
      Mortgage Loan Servicer to the Master Servicer with respect to the
      information that is the subject of such certification; provided that this
      clause (ii) shall not apply in the event the Master Servicer is, or is an
      Affiliate of, the Non-Serviced Mortgage Loan Servicer.

            If this certification is delivered by a Sub-Servicer retained by the
      Master Servicer, add: In addition, notwithstanding the foregoing
      certifications under clauses (2) and (3) above, the Master Servicer does
      not make any certification under such clauses (2) and (3) above with
      respect to the information in the servicing reports delivered by the
      Master Servicer to the Trustee referred to in such clauses (2) and (3)
      above that is in turn dependent upon information provided by the Special
      Servicer under the Pooling and Servicing Agreement beyond the
      corresponding certification actually provided by the Special Servicer
      pursuant to Section 8.17(n) of the Pooling and Servicing Agreement.

            In giving the certification above, I have reasonably relied on
information provided to me by the following unaffiliated parties: [names of
sub-servicers].



Date: __________________________



________________________________
[Title]
Wachovia Bank, National Association

<PAGE>

                                   EXHIBIT Q-2

                  FORM OF SPECIAL SERVICER CERTIFICATION TO BE
                              PROVIDED TO DEPOSITOR

                    Wachovia Bank Commercial Mortgage Trust,
                  Commercial Mortgage Pass-Through Certificates
                       Series 2007-C30 (the "Trust Fund")

            I, [identify the certifying individual], a [title] of CWCapital
Asset Management LLC, certify to Wachovia Commercial Mortgage Securities, Inc.
and their officers, directors and affiliates, and with the knowledge and intent
that they will rely upon this certification (capitalized terms used herein
without definition shall have the meanings assigned to such terms in the pooling
and servicing agreement), that:

            1. I have reviewed the servicing reports relating to the Trust Fund
      delivered by the special servicer to the depositor pursuant to Section
      3.13 of the pooling and servicing agreement covering the fiscal year
      [____];

            2. Based on my knowledge, the servicing information in these reports
      delivered by the special servicer, taken as a whole, does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by such reports;

            3. Based on my knowledge, the servicing information required to be
      provided under Section 3.13 of the pooling and servicing agreement is
      included in such servicing reports delivered by the special servicer to
      the depositor;

            4. I am responsible for reviewing the activities performed by the
      special servicer under the pooling and servicing agreement and based upon
      my knowledge and the annual compliance reviews conducted in preparing the
      servicer compliance statements required in such reports under Item 1123 of
      Regulation AB with respect to the special servicer, and except as
      disclosed in the compliance certificate delivered by the special servicer
      under Section 3.13 of the pooling and servicing agreement, the special
      servicer has fulfilled its obligations under the pooling and servicing
      agreement in all material respects;

            5. The accountant's statement delivered pursuant to Section 3.14 of
      the pooling and servicing agreement discloses all significant deficiencies
      relating to the special servicer's compliance with the minimum servicing
      standards based upon the report provided by an independent public
      accountant, after conducting a review in compliance with the Uniform
      Single Attestation Program for Mortgage Bankers or similar procedure, as
      set forth in the pooling and servicing agreement; and

            6. All of the reports on assessment of compliance with servicing
      criteria for asset-backed securities and their related attestation reports
      on assessment of compliance with servicing criteria for asset-backed
      securities with respect to the special servicer required to be delivered
      by the special servicer under the pooling and servicing agreement in
      accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
      and 15d-18 have been delivered pursuant to the terms of the pooling and
      servicing agreement. Any material instances of noncompliance with the
      servicing criteria have been disclosed in such reports.

Date: __________________________



________________________________
[Title]
CWCapital Asset Management LLC

<PAGE>

                                    EXHIBIT R

                  CLASS A-PB PLANNED PRINCIPAL BALANCE SCHEDULE

 Period          Date     Balance ($)    Period       Date      Balance ($)
------------- ---------- --------------- -------- ----------- -----------------
     0         03/28/07   126,906,000.00   58       01/15/12   126,906,000.00
     1         04/15/07   126,906,000.00   59       02/15/12   126,906,000.00
     2         05/15/07   126,906,000.00   60       03/15/12   126,905,595.51
     3         06/15/07   126,906,000.00   61       04/15/12   125,074,653.11
     4         07/15/07   126,906,000.00   62       05/15/12   122,955,346.25
     5         08/15/07   126,906,000.00   63       06/15/12   121,104,837.57
     6         09/15/07   126,906,000.00   64       07/15/12   118,966,501.65
     7         10/15/07   126,906,000.00   65       08/15/12   117,096,235.23
     8         11/15/07   126,906,000.00   66       09/15/12   115,216,706.20
     9         12/15/07   126,906,000.00   67       10/15/12   113,050,146.78
    10         01/15/08   126,906,000.00   68       11/15/12   111,150,576.05
    11         02/15/08   126,906,000.00   69       12/15/12   108,964,525.22
    12         03/15/08   126,906,000.00   70       01/15/13   107,044,716.67
    13         04/15/08   126,906,000.00   71       02/15/13   105,090,744.51
    14         05/15/08   126,906,000.00   72       03/15/13   102,240,065.02
    15         06/15/08   126,906,000.00   73       04/15/13   100,231,607.97
    16         07/15/08   126,906,000.00   74       05/15/13    97,928,540.65
    17         08/15/08   126,906,000.00   75       06/15/13    95,898,742.69
    18         09/15/08   126,906,000.00   76       07/15/13    93,574,920.51
    19         10/15/08   126,906,000.00   77       08/15/13    91,495,928.68
    20         11/15/08   126,906,000.00   78       09/15/13    89,406,647.51
    21         12/15/08   126,906,000.00   79       10/15/13    87,019,107.33
    22         01/15/09   126,906,000.00   80       11/15/13    84,907,666.60
    23         02/15/09   126,906,000.00   81       12/15/13    82,498,575.37
    24         03/15/09   126,906,000.00   82       01/15/14    80,370,356.69
    25         04/15/09   126,906,000.00   83       02/15/14    78,231,605.05
    26         05/15/09   126,906,000.00   84       03/15/14    75,182,809.29
    27         06/15/09   126,906,000.00   85       04/15/14    72,989,923.84
    28         07/15/09   126,906,000.00   86       05/15/14    70,496,558.80
    29         08/15/09   126,906,000.00   87       06/15/14    68,280,474.65
    30         09/15/09   126,906,000.00   88       07/15/14    65,764,547.96
    31         10/15/09   126,906,000.00   89       08/15/14    63,525,038.25
    32         11/15/09   126,906,000.00   90       09/15/14    61,274,443.02
    33         12/15/09   126,906,000.00   91       10/15/14    58,724,952.94
    34         01/15/10   126,906,000.00   92       11/15/14    56,450,594.67
    35         02/15/10   126,906,000.00   93       12/15/14    53,877,994.09
    36         03/15/10   126,906,000.00   94       01/15/15    51,579,640.38
    37         04/15/10   126,906,000.00   95       02/15/15    49,269,909.42
    38         05/15/10   126,906,000.00   96       03/15/15    46,091,232.87
    39         06/15/10   126,906,000.00   97       04/15/15    43,754,325.81
    40         07/15/10   126,906,000.00   98       05/15/15    41,120,894.02
    41         08/15/10   126,906,000.00   99       06/15/15    38,759,379.78
    42         09/15/10   126,906,000.00  100       07/15/15    36,102,016.52
    43         10/15/10   126,906,000.00  101       08/15/15    33,715,654.44
    44         11/15/10   126,906,000.00  102       09/15/15    31,317,478.75
    45         12/15/10   126,906,000.00  103       10/15/15    28,624,460.77
    46         01/15/11   126,906,000.00  104       11/15/15    26,201,078.70
    47         02/15/11   126,906,000.00  105       12/15/15    21,009,188.84
    48         03/15/11   126,906,000.00  106       01/15/16    18,568,194.38
    49         04/15/11   126,906,000.00  107       02/15/16    16,115,116.80
    50         05/15/11   126,906,000.00  108       03/15/16    13,088,840.62
    51         06/15/11   126,906,000.00  109       04/15/16    10,608,634.83
    52         07/15/11   126,906,000.00  110       05/15/16     7,836,503.17
    53         08/15/11   126,906,000.00  111       06/15/16     5,330,294.83
    54         09/15/11   126,906,000.00  112       07/15/16     2,532,874.65
    55         10/15/11   126,906,000.00  113       08/15/16           409.46
    56         11/15/11   126,906,000.00  114       09/15/16             0.00
    57         12/15/11   126,906,000.00

<PAGE>

                                    EXHIBIT S

                           RELEVANT SERVICING CRITERIA

         SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the Trustee, the Master
Servicer, the Special Servicer and each Sub-Servicer identified by the Master
Servicer or the Special Servicer shall address, at a minimum, the criteria
identified below as applicable to each Reporting Servicer:


<TABLE>
<CAPTION>
                                            SERVICING CRITERIA
------------------------------------------------------------------------------------------------------------------------
     Reference                                     Criteria                                  Reporting Servicer
------------------------------------------------------------------------------------------------------------------------

                                       General Servicing Considerations

<S>                  <C>                                                                   <C>
1122(d)(1)(i)        Policies and procedures are instituted to monitor any performance        Master Servicer
                     or other triggers and events of default in accordance with the          Special Servicer
                     transaction agreements.                                                      Trustee

1122(d)(1)(ii)       If any material servicing activities are outsourced to third             Master Servicer
                     parties, policies and procedures are instituted to monitor the          Special Servicer
                     third party's performance and compliance with such servicing                 Trustee
                     activities.

1122(d)(1)(iii)      Any requirements in the transaction agreements to maintain a
                     back-up servicer for the mortgage loans are maintained.

1122(d)(1)(iv)       A fidelity bond and errors and omissions policy is in effect on the      Master Servicer
                     party participating in the servicing function throughout the            Special Servicer
                     reporting period in the amount of coverage required by and
                     otherwise in accordance with the terms of the transaction
                     agreements.

                                      Cash Collection and Administration

1122(d)(2)(i)        Payments on mortgage loans are deposited into the appropriate            Master Servicer
                     custodial bank accounts and related bank clearing accounts no more      Special Servicer
                     than two business days following receipt, or such other number of            Trustee
                     days specified in the transaction agreements.

1122(d)(2)(ii)       Disbursements made via wire transfer on behalf of an obligor or to           Trustee
                     an investor are made only by authorized personnel.

1122(d)(2)(iii)      Advances of funds or guarantees regarding collections, cash flows        Master Servicer
                     or distributions, and any interest or other fees charged for such       Special Servicer
                     advances, are made, reviewed and approved as specified in the                Trustee
                     transaction agreements.

1122(d)(2)(iv)       The related accounts for the transaction, such as cash reserve           Master Servicer
                     accounts or accounts established as a form of                           Special Servicer
                     overcollateralization, are separately maintained (e.g., with                 Trustee
                     respect to commingling of cash) as set forth in the transaction
                     agreements.

1122(d)(2)(v)        Each custodial account is maintained at a federally insured              Master Servicer
                     depository institution as set forth in the transaction agreements.      Special Servicer
                     For purposes of this criterion, "federally insured depository                Trustee
                     institution" with respect to a foreign financial institution means
                     a foreign financial institution that meets the requirements of Rule
                     13k-1(b)(1) of the Securities Exchange Act.

1122(d)(2)(vi)       Unissued checks are safeguarded so as to prevent unauthorized            Master Servicer
                     access.                                                                 Special Servicer
                                                                                                  Trustee

1122(d)(2)(vii)      Reconciliations are prepared on a monthly basis for all                      Trustee
                     asset-backed securities related bank accounts, including custodial       Master Servicer
                     accounts and related bank clearing accounts. These reconciliations      Special Servicer
                     are (A) mathematically accurate; (B) prepared within 30 calendar
                     days after the bank statement cutoff date, or such other number of
                     days specified in the transaction agreements; (C) reviewed and
                     approved by someone other than the person who prepared the
                     reconciliation; and (D) contain explanations for reconciling items.
                     These reconciling items are resolved within 90 calendar days of
                     their original identification, or such other number of days
                     specified in the transaction agreements.

                                      Investor Remittances and Reporting

1122(d)(3)(i)        Reports to investors, including those to be filed with the                   Trustee
                     Commission, are maintained in accordance with the transaction
                     agreements and applicable Commission requirements. Specifically,
                     such reports (A) are prepared in accordance with timeframes and
                     other terms set forth in the transaction agreements; (B) provide
                     information calculated in accordance with the terms specified in
                     the transaction agreements; (C) are filed with the Commission as
                     required by its rules and regulations; and (D) agree with
                     investors' or the trustee's records as to the total unpaid
                     principal balance and number of mortgage loans serviced by the
                     Reporting Servicer.

1122(d)(3)(ii)       Amounts due to investors are allocated and remitted in accordance            Trustee
                     with timeframes, distribution priority and other terms set forth in
                     the transaction agreements.

1122(d)(3)(iii)      Disbursements made to an investor are posted within two business             Trustee
                     days to the Servicer's investor records, or such other number of
                     days specified in the transaction agreements.

1122(d)(3)(iv)       Amounts remitted to investors per the investor reports agree with            Trustee
                     cancelled checks, or other form of payment, or custodial bank
                     statements.

                                          Pool Asset Administration

1122(d)(4)(i)        Collateral or security on mortgage loans is maintained as required           Trustee
                     by the transaction agreements or related mortgage loan documents.        Master Servicer
                                                                                             Special Servicer

1122(d)(4)(ii)       Mortgage loan and related documents are safeguarded as required by           Trustee
                     the transaction agreements                                              Special Servicer

1122(d)(4)(iii)      Any additions, removals or substitutions to the mortgage loan  pool          Trustee
                     are made, reviewed and approved in accordance with any conditions       Special Servicer
                     or requirements in the transaction agreements.

1122(d)(4)(iv)       Payments on mortgage loans, including any payoffs, made in               Master Servicer
                     accordance with the related mortgage loan documents are posted to
                     the Servicer's obligor records maintained no more than two business
                     days after receipt, or such other number of days specified in the
                     transaction agreements, and allocated to principal, interest or
                     other items (e.g., escrow) in accordance with the related mortgage
                     loan documents.

1122(d)(4)(v)        The Reporting Servicer's records regarding the mortgage loans agree      Master Servicer
                     with the Reporting Servicer's records with respect to an obligor's
                     unpaid principal balance.

1122(d)(4)(vi)       Changes with respect to the terms or status of an obligor's              Master Servicer
                     mortgage loans (e.g., loan modifications or re-agings) are made,        Special Servicer
                     reviewed and approved by authorized personnel in accordance with
                     the transaction agreements and related pool asset documents.

1122(d)(4)(vii)      Loss mitigation or recovery actions (e.g., forbearance plans,           Special Servicer
                     modifications and deeds in lieu of foreclosure, foreclosures and
                     repossessions, as applicable) are initiated, conducted and
                     concluded in accordance with the timeframes or other requirements
                     established by the transaction agreements.

1122(d)(4)(viii)     Records documenting collection efforts are maintained during the         Master Servicer
                     period a mortgage loan is delinquent in accordance with the             Special Servicer
                     transaction agreements. Such records are maintained on at least a
                     monthly basis, or such other period specified in the transaction
                     agreements, and describe the entity's activities in monitoring
                     delinquent mortgage loans including, for example, phone calls,
                     letters and payment rescheduling plans in cases where delinquency
                     is deemed temporary (e.g., illness or unemployment).

1122(d)(4)(ix)       Adjustments to interest rates or rates of return for mortgage loans      Master Servicer
                     with variable rates are computed based on the related mortgage loan
                     documents.

1122(d)(4)(x)        Regarding any funds held in trust for an obligor (such as escrow         Master Servicer
                     accounts): (A) such funds are analyzed, in accordance with the
                     obligor's mortgage loan documents, on at least an annual basis, or
                     such other period specified in the transaction agreements; (B)
                     interest on such funds is paid, or credited, to obligors in
                     accordance with applicable mortgage loan documents and state laws;
                     and (C) such funds are returned to the obligor within 30 calendar
                     days of full repayment of the related mortgage loans, or such other
                     number of days specified in the transaction agreements.

1122(d)(4)(xi)       Payments made on behalf of an obligor (such as tax or insurance          Master Servicer
                     payments) are made on or before the related penalty or expiration
                     dates, as indicated on the appropriate bills or notices for such
                     payments, provided that such support has been received by the
                     servicer at least 30 calendar days prior to these dates, or such
                     other number of days specified in the transaction agreements.

1122(d)(4)(xii)      Any late payment penalties in connection with any payment to be          Master Servicer
                     made on behalf of an obligor are paid from the servicer's funds and
                     not charged to the obligor, unless the late payment was due to the
                     obligor's error or omission.

1122(d)(4)(xiii)     Disbursements made on behalf of an obligor are posted within two         Master Servicer
                     business days to the obligor's records maintained by the servicer,
                     or such other number of days specified in the transaction
                     agreements.

1122(d)(4)(xiv)      Delinquencies, charge-offs and uncollectible accounts are                Master Servicer
                     recognized and recorded in accordance with the transaction
                     agreements.

1122(d)(4)(xv)       Any external enhancement or other support, identified in Item                  N/A
                     1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
                     as set forth in the transaction agreements.
</TABLE>

[NAME OF REPORTING SERVICER]


Date:   _____________________________

By:     _____________________________

Name:   _____________________________

Title:  _____________________________

<PAGE>

                                  EXHIBIT T

                      CLASS X-P REFERENCE RATE SCHEDULE

                              Class X-P     Interest     Distri-    Class X-P
   Interest    Distribution   Reference      Accrual     bution     Reference
Accrual Period     Date       Rate (%)       Period        Date      Rate (%)
-------------- ------------ ------------- ------------ -----------  ------------
      1         04/15/2007     6.02131          43      10/15/2010    5.82723
      2         05/15/2007     5.82603          44      11/15/2010    6.02251
      3         06/15/2007     6.02058          45      12/15/2010    5.82791
      4         07/15/2007     5.82603          46      01/15/2011    5.82792
      5         08/15/2007     6.02059          47      02/15/2011    5.82793
      6         09/15/2007     6.02059          48      03/15/2011    5.82908
      7         10/15/2007     5.82604          49      04/15/2011    6.02179
      8         11/15/2007     6.02127          50      05/15/2011    5.82722
      9         12/15/2007     5.82671          51      06/15/2011    6.02181
     10         01/15/2008     6.02128          52      07/15/2011    5.82731
     11         02/15/2008     5.82672          53      08/15/2011    6.02371
     12         03/15/2008     5.82673          54      09/15/2011    6.02372
     13         04/15/2008     6.02130          55      10/15/2011    5.82908
     14         05/15/2008     5.82673          56      11/15/2011    6.02408
     15         06/15/2008     6.02130          57      12/15/2011    5.82925
     16         07/15/2008     5.82674          58      01/15/2012    6.02476
     17         08/15/2008     6.02131          59      02/15/2012    5.85374
     18         09/15/2008     6.02132          60      03/15/2012    5.86188
     19         10/15/2008     5.82675          61      04/15/2012    6.05776
     20         11/15/2008     6.02166          62      05/15/2012    5.86211
     21         12/15/2008     5.82708          63      06/15/2012    6.05785
     22         01/15/2009     5.82709          64      07/15/2012    5.86220
     23         02/15/2009     5.82709          65      08/15/2012    6.05794
     24         03/15/2009     5.82713          66      09/15/2012    6.05799
     25         04/15/2009     6.02169          67      10/15/2012    5.86233
     26         05/15/2009     5.82711          68      11/15/2012    6.05848
     27         06/15/2009     6.02170          69      12/15/2012    5.86281
     28         07/15/2009     5.82712          70      01/15/2013    5.86286
     29         08/15/2009     6.02171          71      02/15/2013    5.86291
     30         09/15/2009     6.02172          72      03/15/2013    5.86314
     31         10/15/2009     5.82714          73      04/15/2013    6.05874
     32         11/15/2009     6.02207          74      05/15/2013    5.86307
     33         12/15/2009     5.82730          75      06/15/2013    6.05884
     34         01/15/2010     5.82730          76      07/15/2013    5.86320
     35         02/15/2010     5.82744          77      08/15/2013    6.05899
     36         03/15/2010     5.82786          78      09/15/2013    6.05904
     37         04/15/2010     6.02174          79      10/15/2013    5.86336
     38         05/15/2010     5.82717          80      11/15/2013    6.05995
     39         06/15/2010     6.02177          81      12/15/2013    5.86424
     40         07/15/2010     5.82719          82      01/15/2014    5.86430
     41         08/15/2010     6.02179          83      02/15/2014    5.85876
     42         09/15/2010     6.02180          84      03/15/2014    5.86500

<PAGE>

                                  EXHIBIT U

                       ADDITIONAL FORM 10-D DISCLOSURE

           Item on Form 10-D                        Party Responsible

     Item 1: Distribution and Pool         Master Servicer (only with respect
        Performance Information            to Item 1121(a)(12) and solely with
 Any information required by 1121 which     respect to non-Specially Serviced
  is NOT included on the Distribution                Mortgage Loans)
             Date Statement              Special Servicer (only with respect to
                                            Item 1121(a)(12) and solely with
                                         respect to Specially Serviced Mortgage
                                                         Loans)
                                                         Trustee

Item 2: Legal Proceedings per Item 1117    (i) All parties to the Pooling and
    of Regulation AB (to the extent            Servicing Agreement (as to
    material to Certificateholders)        themselves), (ii) the Trustee, the
                                             Master Servicer and the Special
                                            Servicer as to the Wachovia Bank
                                          Commercial Mortgage Trust, Commercial
                                           Mortgage Pass-Through Certificates,
                                           Series 2007-C30 (in the case of the
                                             Master Servicer and the Special
                                          Servicer, to be reported by the party
                                           controlling litigation pursuant to
                                             Section 3.30 of the Pooling and
                                             Servicing Agreement), (iii) the
                                            Depositor as to the sponsors, any
                                          1110(b) originator and any 1100(d)(1)
                                                          party

 Item 3: Sale of Securities and Use of                  Depositor
                Proceeds

      Item 4: Defaults Upon Senior                       Trustee
              Certificates

Item 5: Submission of Matters to a Vote                  Trustee
         of Certificateholders

  Item 6: Significant Obligors of Pool                  Depositor
                 Assets                              Master Servicer

Item 7: Significant Enhancement                         Depositor
Provider Information

 Item 8: Other Information (information   Any party responsible for disclosure
  required to be disclosed on Form 8-K     items on Form 8-K to the extent of
    that was not properly disclosed)                   such items

            Item 9: Exhibits                             Trustee

<PAGE>

                                    EXHIBIT V

                       ADDITIONAL DISCLOSURE NOTIFICATION

**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO WELLS FARGO BANK, N.A. AT
cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO WELLS FARGO AND
WACHOVIA AT THE ADDRESSES IMMEDIATELY BELOW**

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland  21045-1951
Attn: Corporate Trust Services - Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2007-C30 SEC REPORT
PROCESSING

Wachovia Commercial Mortgage Securities, Inc.
301 South College Street
Charlotte, North Carolina 28288
Attention: Charles Culbreth, Managing Director

RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required

Ladies and Gentlemen:

            In accordance with Section [8.17(i)][8.17(j)][8.17(k)] of the
pooling and servicing agreement, dated as of March 1, 2007 (the "Pooling and
Servicing Agreement"), by and among Wachovia Commercial Mortgage Securities,
Inc., as Depositor, Wachovia Bank, National Association, as Master Servicer,
CWCapital Asset Management LLC, as Special Servicer, and Wells Fargo Bank,
N.A., as Trustee. The undersigned, as [ ____], hereby notifies you that
certain events have come to our attention that [will] [may] need to be
disclosed on Form [10-D][10-K][8-K].

Description of Additional Form [10-D][10-K][8-K] Disclosure:



List of any Attachments hereto to be included in the Additional Form
[10-D][10-K][8-K] Disclosure:



            Any inquiries related to this notification should be directed to
[               ], phone number: [      ]; email address: [                ].


                                       [NAME OF PARTY],
                                          as [role]



                                       By: ________________________________
                                           Name:
                                           Title:


cc: Depositor

<PAGE>

                                  EXHIBIT W

                       ADDITIONAL FORM 10-K DISCLOSURE

           Item on Form 10-K                        Party Responsible

   Item 1B: Unresolved Staff Comments                   Depositor

Item 9B: Other Information (information   Any party responsible for disclosure
  required to be disclosed on Form 8-K     items on Form 8-K to the extent of
    that was not properly disclosed)                   such items

 Item 15: Exhibits, Financial Statement                  Trustee
               Schedules

            Additional Item:               (i) All parties to the Pooling and
 Disclosure per Item 1117 of Reg AB (to        Servicing Agreement (as to
         the extent material to            themselves), (ii) the Trustee, the
          Certificateholders)                Master Servicer and the Special
                                            Servicer as to the Wachovia Bank
                                          Commercial Mortgage Trust, Commercial
                                           Mortgage Pass-Through Certificates,
                                           Series 2007-C30 (in the case of the
                                             Master Servicer and the Special
                                          Servicer, to be reported by the party
                                           controlling litigation pursuant to
                                             Section 3.30 of the Pooling and
                                             Servicing Agreement), (iii) the
                                            Depositor as to the sponsors, any
                                          1110(b) originator and any 1100(d)(1)
                                                          party

            Additional Item:               (i) All parties to the Pooling and
 Disclosure per Item 1119 of Reg AB (to        Servicing Agreement (as to
         the extent material to               themselves), as to the Master
          Certificateholders)             Servicer, only to the extent material
                                          to Certificateholders and only as to
                                           affiliations under 1119(a) with the
                                             Trustee, Special Servicer or a
                                            1108(a)(3) Sub-Servicer, (ii) the
                                          Trustee, the Special Servicer and the
                                           Master Servicer as to the Wachovia
                                             Bank Commercial Mortgage Trust,
                                            Commercial Mortgage Pass-Through
                                          Certificates, Series 2007-C30, (iii)
                                          the Depositor as to the sponsors, any
                                          1110(b) originator and any 1100(d)(1)
                                                          party

            Additional Item:                            Depositor
 Disclosure per Item 1112(b) of Reg AB               Master Servicer

            Additional Item:                            Depositor
    Disclosure per Items 1114(b) and
           1115(b) of Reg AB

<PAGE>

                                  EXHIBIT X

                       FORM 8-K DISCLOSURE INFORMATION


            Item on Form 8-K                        Party Responsible

    Item 1.01- Entry into a Material      All parties to this Agreement only as
          Definitive Agreement            to agreements such entity is a party
                                           to or entered into on behalf of the
                                                       Trust Fund

  Item 1.02- Termination of a Material    All parties to this Agreement only as
          Definitive Agreement            to agreements such entity is a party
                                           to or entered into on behalf of the
                                                       Trust Fund

 Item 1.03- Bankruptcy or Receivership                  Depositor

   Item 2.04- Triggering Events that                    Depositor
    Accelerate or Increase a Direct
 Financial Obligation or an Obligation
 under an Off-Balance Sheet Arrangement

  Item 3.03- Material Modification to                    Trustee
       Rights of Security Holders

  Item 5.03- Amendments of Articles of                  Depositor
   Incorporation or Bylaws; Change of
              Fiscal Year

    Item 6.01- ABS Informational and                    Depositor
         Computational Material

 Item 6.02- Change of Master Servicer,     Master Servicer (as to itself or a
      Special Servicer or Trustee          Sub-Servicer retained by the Master
                                                        Servicer)
                                           Special Servicer(as to itself or a
                                          Sub-Servicer retained by the Special
                                                        Servicer)
                                                         Trustee

Item 6.03- Change in Credit Enhancement                 Depositor
          or External Support                            Trustee

 Item 6.04- Failure to Make a Required                   Trustee
              Distribution

   Item 6.05- Securities Act Updating                   Depositor
               Disclosure

      Item 7.01- Reg FD Disclosure                      Depositor
               Item 8.01                                Depositor

               Item 9.01                                Depositor

<PAGE>

                                  EXHIBIT Y

                              SUB-SERVICER LIST

               SUB-SERVICERS                    SUB-SERVICED MORTGAGE LOANS

Northmarq Capital                           Sherwood Apartments
                                            Lakeridge East Apartment Complex
                                            Twin Pines Apartments
                                            Park Plaza Apartments
                                            Atrium Office Building
                                            Riverview Business Plaza

Holliday Fenoglio Fowler, L.P.              Hilton - Dedham, MA
                                            Lakeside at College Park
                                            Ten Fortune Park
                                            Cameron Crossing
                                            The Bent Tree Apartments
                                            Dardenne Town Square
                                            Palm Club Apartments
                                            Creekside Oaks

CBRE Melody of Texas, LP                    Cave Creek Marketplace
                                            The North Ranch Medical Center

GEMSA                                       Fifty West

Laureate Capital, LLC                       Spalding Station



<PAGE>

                                  EXHIBIT Z

                    TENANTS-IN-COMMON TRANSFER COMPLIANCE

<TABLE>
<CAPTION>
                    TIC SYNDICATOR                       Loan Seller   Loan Number    Mortgage Loan Number   DM      RE COUNSEL
------------------------------------------------------   -----------   ------------   --------------------   --   ----------------
<S>                                                      <C>           <C>            <C>                         <C>
                      USAdvisors                          Wachovia        502856862           TBD                   James Tucker
                       Guardian                           Wachovia        502857277           TBD                   James Tucker
                        Geneva                            Wachovia        502857790           TBD                   James Tucker
             CONFIRMED: FULLY SYNDICATED                  Wachovia        502857809           TBD                   Tim Gilbert
             CONFIRMED: FULLY SYNDICATED                  Wachovia        502858031           TBD                   Tim Gilbert
             CONFIRMED: FULLY SYNDICATED                  Wachovia        502858072           TBD                   Eddie Booher
             CONFIRMED: FULLY SYNDICATED                  Wachovia        502858094           TBD                   Eddie Booher
                                                          Wachovia        502858109           TBD                     Jay Suhr
             CONFIRMED: FULLY SYNDICATED                  Wachovia        502858112           TBD                 Colette Bonnard
             CONFIRMED: FULLY SYNDICATED                  Wachovia        502858129           TBD                     Jay Suhr
             CONFIRMED: FULLY SYNDICATED                  Wachovia        502858160           TBD                     Jay Suhr
             CONFIRMED: FULLY SYNDICATED                  Wachovia        502858352           TBD                     Jay Suhr
                         SCI                              Wachovia        502858445           TBD                   James Tucker
             CONFIRMED: FULLY SYNDICATED                  Wachovia        502858518           TBD                   James Tucker
             CONFIRMED: FULLY SYNDICATED                  Wachovia        502858527           TBD                   James Tucker
                                                          Wachovia        502858533           TBD                     Jay Suhr
             CONFIRMED: FULLY SYNDICATED                  Wachovia        502858568           TBD                   James Tucker
SCI - However, this Loan is NOT a TIC Syndication Loan    Wachovia        502858572           TBD                   James Tucker
                                                          Wachovia        502858664           TBD                     Jay Suhr
                      Triple Net                          Wachovia        502858666           TBD                   James Tucker
             CONFIRMED: FULLY SYNDICATED                  Wachovia        502858674           TBD                     Jay Suhr
                         SCI                              Wachovia        502858703           TBD                   James Tucker
             CONFIRMED: FULLY SYNDICATED                  Wachovia        502858763           TBD                   Tim Corrigan
                                                          Wachovia        502858872           TBD                     Jay Suhr
             CONFIRMED: FULLY SYNDICATED                  Wachovia        502859003           TBD                   James Tucker
             CONFIRMED: FULLY SYNDICATED                  Wachovia        502858071           TBD                   James Tucker
             CONFIRMED: FULLY SYNDICATED                  Wachovia        502857616           TBD                   James Tucker
                      Triple Net                          Wachovia        502859127           TBD                   James Tucker
       This Loan is NOT a TIC Syndication Loan            Wachovia        502858699           TBD                 David Weinberger
             CONFIRMED: FULLY SYNDICATED                  Wachovia        502859626           TBD                  Corey Tessler
       This Loan is NOT a TIC Syndication Loan            Wachovia        502859457           TBD                 David Weinberger
                                                          Wachovia        502859177           TBD                     Jay Suhr
                                                          Wachovia        502858272           TBD                     Jay Suhr
                                                            AMCC       010-00001828           TBD
                                                            AMCC       010-00001861           TBD
                                                            AMCC       010-00001813           TBD
                                                            AMCC       010-00001684           TBD
                                                            AMCC       010-00001802           TBD
                                                            AMCC       010-00001812           TBD

<CAPTION>

                    TIC SYNDICATOR                       Property Name                           Cut-Off Date Balance   % of Pool
------------------------------------------------------   -------------------------------------   --------------------   ---------
<S>                                                      <C>                                     <C>                    <C>
                      USAdvisors                         Grande Promenade                              $38,525,000.00        0.44%
                       Guardian                          Paradise Foothills Apartments                 $13,000,000.00        0.15%
                        Geneva                           Chesterfield Valley Medical                   $10,450,000.00        0.12%
             CONFIRMED: FULLY SYNDICATED                 Hartland Apartments                           $13,500,000.00        0.16%
             CONFIRMED: FULLY SYNDICATED                 Newport Village Apartments                    $24,000,000.00        0.28%
             CONFIRMED: FULLY SYNDICATED                 Cave Creek Marketplace                         $8,200,000.00        0.09%
             CONFIRMED: FULLY SYNDICATED                 The North Ranch Medical Center                 $2,620,000.00        0.03%
                                                         Camden Pool                                   $24,100,000.00        0.28%
             CONFIRMED: FULLY SYNDICATED                 Spring Mill Corporate Center                  $57,100,000.00        0.66%
             CONFIRMED: FULLY SYNDICATED                 One & Two Decatur Town Center                 $24,000,000.00        0.28%
             CONFIRMED: FULLY SYNDICATED                 Walgreens - Forest Hill, MD                    $5,000,000.00        0.06%
             CONFIRMED: FULLY SYNDICATED                 Superior Products Warehouse                    $4,475,000.00        0.05%
                         SCI                             Mandalay on the Lake Apartments               $29,250,000.00        0.34%
             CONFIRMED: FULLY SYNDICATED                 Trails at Mount Moriah Apartments             $22,875,000.00        0.26%
             CONFIRMED: FULLY SYNDICATED                 The Exchange at Tucson                        $15,827,500.00        0.18%
                                                         Cameron Crossing                              $33,500,000.00        0.39%
             CONFIRMED: FULLY SYNDICATED                 Royal 400                                      $9,400,000.00        0.11%
SCI - However, this Loan is NOT a TIC Syndication Loan   Santa Monica Physicians Center                 $9,500,000.00        0.11%
                                                         Dardenne Town Square                          $24,000,000.00        0.28%
                      Triple Net                         1600 Parkwood                                 $18,250,000.00        0.21%
             CONFIRMED: FULLY SYNDICATED                 2513-2515 South Holt Road                      $5,094,240.00        0.06%
                         SCI                             Sterling University Providence                $11,570,000.00        0.13%
             CONFIRMED: FULLY SYNDICATED                 Fifty West                                    $10,960,000.00        0.13%
                                                         Shoppes at Whiskey                             $5,600,000.00        0.06%
             CONFIRMED: FULLY SYNDICATED                 Woodbridge Apartments                          $9,750,000.00        0.11%
             CONFIRMED: FULLY SYNDICATED                 Castaic Town Center                           $11,250,000.00        0.13%
             CONFIRMED: FULLY SYNDICATED                 Waters Edge Apartments                        $20,650,000.00        0.24%
                      Triple Net                         Vineyard Springs Apartments                   $21,825,000.00        0.25%
       This Loan is NOT a TIC Syndication Loan           Mercedes-Benz Central Parts Warehouse         $26,640,000.00        0.31%
             CONFIRMED: FULLY SYNDICATED                 485 Lexington Avenue                         $315,000,000.00        3.63%
       This Loan is NOT a TIC Syndication Loan           PNC Corporate Plaza                           $61,000,000.00        0.70%
                                                         North County Square - North                   $13,000,000.00        0.15%
                                                         North County Square - South                   $22,000,000.00        0.25%
                                                         Turnpike Business Center                      $10,400,000.00        0.12%
                                                         Creekside Plaza                                $8,625,000.00        0.10%
                                                         Summerglen Apartments                          $7,550,000.00        0.09%
                                                         150-170 Crossways Park Drive                   $4,400,000.00        0.05%
                                                         Campbell Westheimer Retail Pool                $3,990,992.81        0.05%
                                                         Gillette Retail                                $2,796,225.56        0.03%

<CAPTION>

                    TIC SYNDICATOR                       Group #                          SPONSOR
------------------------------------------------------   -------   --------------------------------------------------
<S>                                                      <C>       <C>
                      USAdvisors                           TBD                       US Advisors, LLC
                       Guardian                            TBD         Thomas Brenneke and Guardian Management LLC
                        Geneva                             TBD              Duane H Lund; Geneva Organization
             CONFIRMED: FULLY SYNDICATED                   TBD                        Mark Hamilton
             CONFIRMED: FULLY SYNDICATED                   TBD                        Mark Hamilton
             CONFIRMED: FULLY SYNDICATED                   TBD                        David Goldberg
             CONFIRMED: FULLY SYNDICATED                   TBD                        David Goldberg
                                                           TBD             Resource Real Estate Holdings, Inc.
             CONFIRMED: FULLY SYNDICATED                   TBD                        Kalmon Dolgin
             CONFIRMED: FULLY SYNDICATED                   TBD                      Richard G. Fownes
             CONFIRMED: FULLY SYNDICATED                   TBD                        Sheldon Nasar
             CONFIRMED: FULLY SYNDICATED                   TBD      Jack Shaffer, Robert Smeitana and Melissa Peilet;
                                                                               HAS Commercial Real Estate
                         SCI                               TBD               SCI Real Estate Investments LLC
             CONFIRMED: FULLY SYNDICATED                   TBD                  Triple Net Properties, LLC
             CONFIRMED: FULLY SYNDICATED                   TBD               SCI Real Estate Investments LLC
                                                           TBD                Covington Realty Partners, LLC
             CONFIRMED: FULLY SYNDICATED                   TBD                  NNN Realty Advisors, Inc.
SCI - However, this Loan is NOT a TIC Syndication Loan     TBD             Secured California Investments, Inc.
                                                           TBD                Covington Realty Partners, LLC
                      Triple Net                           TBD                  Triple Net Properties, LLC
             CONFIRMED: FULLY SYNDICATED                   TBD                       John E. Shaffer
                         SCI                               TBD               SCI Real Estate Investments LLC
             CONFIRMED: FULLY SYNDICATED                   TBD                Peter Wolff; The Wolff Company
                                                           TBD                         Arthur Kepes
             CONFIRMED: FULLY SYNDICATED                   TBD                  NNN Realty Advisors, Inc.
             CONFIRMED: FULLY SYNDICATED                   TBD                  Triple Net Properties, LLC
             CONFIRMED: FULLY SYNDICATED                   TBD                    Passco Companies, LLC
                      Triple Net                           TBD                  NNN Realty Advisors, Inc.
       This Loan is NOT a TIC Syndication Loan             TBD                        Lloyd Goldman
             CONFIRMED: FULLY SYNDICATED                   TBD                       Andrew Matthais
       This Loan is NOT a TIC Syndication Loan             TBD                  Meir Cohen; C&K Properties
                                                           TBD                      William C. Valaika
                                                           TBD                      William C. Valaika
                                                           TBD                      SVN Equities, LLC
                                                           TBD                      Michael J. Raskin
                                                           TBD        Darrel Dickson; Kulbushan Gupta; Kirk Trammel
                                                           TBD            Howard L. Parnes; Craig L. Koenigsberg;
                                                                                    James J. Houlihan
                                                           TBD        Eleanor C. Crim; Cassandra J. Leolani Abdul;
                                                                            Jared E. Abdul; Robert E. Chapman
                                                           TBD               Robert J. Moore & John H. Owens

<CAPTION>

                    TIC SYNDICATOR                       Tenants-In-Common (Y/N)?   Maximum # of members   Fully Syndicated?
------------------------------------------------------   ------------------------   --------------------   -----------------
<S>                                                      <C>                        <C>                    <C>
                      USAdvisors                                    Y                                 35           N
                       Guardian                                     Y                                 35           N
                        Geneva                                      Y                                 35           N
             CONFIRMED: FULLY SYNDICATED                            Y                                 30           Y
             CONFIRMED: FULLY SYNDICATED                            Y                                 30           Y
             CONFIRMED: FULLY SYNDICATED                            Y                                  6           Y
             CONFIRMED: FULLY SYNDICATED                            Y                                  5           Y
                                                                    Y                                 35           N
             CONFIRMED: FULLY SYNDICATED                            Y                                  2           Y
             CONFIRMED: FULLY SYNDICATED                            Y                                  3           Y
             CONFIRMED: FULLY SYNDICATED                            Y                                  2           Y
             CONFIRMED: FULLY SYNDICATED                            Y                                  4           Y
                         SCI                                        Y                                 35           N
             CONFIRMED: FULLY SYNDICATED                            Y                                 35           Y
             CONFIRMED: FULLY SYNDICATED                            Y                                 35           Y
                                                                    Y                                 35           N
             CONFIRMED: FULLY SYNDICATED                            Y                                 35           Y
SCI - However, this Loan is NOT a TIC Syndication Loan              Y                                  3          NA
                                                                    Y                                 35           N
                      Triple Net                                    Y                                 35           N
             CONFIRMED: FULLY SYNDICATED                            Y                                  4           Y
                         SCI                                        Y                                 35           N
             CONFIRMED: FULLY SYNDICATED                            Y                                  5           Y
                                                                    Y                                  5           N
             CONFIRMED: FULLY SYNDICATED                            Y                                 35           Y
             CONFIRMED: FULLY SYNDICATED                            Y                                 35           Y
             CONFIRMED: FULLY SYNDICATED                            Y                                 35           Y
                      Triple Net                                    Y                                 35           N
       This Loan is NOT a TIC Syndication Loan                      Y                                  5          NA
             CONFIRMED: FULLY SYNDICATED                            Y                                  3           Y
       This Loan is NOT a TIC Syndication Loan                      Y                                  2          NA
                                                                    Y                                  3           N
                                                                    Y                                  3           N
                                                                    Y                                  7
                                                                    Y                                  2
                                                                    Y                                  4
                                                                    Y                                  2
                                                                    Y                                  4
                                                                    Y                                  8

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

              Sponsor Name                                            Timing & Notice Requirement
----------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>
                    0                            After the first 180 days upon 10 days notice; No more than 2 per month
----------------------------------------------------------------------------------------------------------------------------
    USAdvisors - Future TIC Transfers            After the first 180 days upon 30 days notice; No more than 2 per month
----------------------------------------------------------------------------------------------------------------------------
    Guardian - Initial TIC Transfers             After the first 180 days upon 10 days notice; No more than 2 per month
----------------------------------------------------------------------------------------------------------------------------
     Guardian- Future TIC Transfers             After the first 180 days upon 30 days notice; No more than 20 permitted;
                                                                        No more than 2 per month
----------------------------------------------------------------------------------------------------------------------------
     Geneva - Initial TIC Transfers              After the first 180 days upon 10 days notice; No more than 2 per month
----------------------------------------------------------------------------------------------------------------------------
      Geneva - Future TIC Transfers             After the first 180 days upon 30 days notice; No more than 20 permitted;
                                                                        No more than 2 per month
----------------------------------------------------------------------------------------------------------------------------
   Resource Real Estate Holdings, Inc.                             30 days prior to scheduled closing
----------------------------------------------------------------------------------------------------------------------------
Jack Shaffer, Robert Smeitana and Melissa                          Schaffer, Smeitana and Peilet - NA
   Peilet; HAS Commercial Real Estate
----------------------------------------------------------------------------------------------------------------------------
    SCI Loans - Initial TIC Transfers                       First 18 Payment Dates days upon 10 days notice;
                                                                    No more than 2 groups per month
----------------------------------------------------------------------------------------------------------------------------
    SCI Loans - Future TIC Transfers        After the first 18 Payment Dates upon 30 days notice; No more than 20 permitted;
                                                                        No more than 2 per month
----------------------------------------------------------------------------------------------------------------------------
                NNN Loans                                           At any time upon 20 days notice
----------------------------------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC          First 180 days upon 10 days notice. After first 180 days upon 60 days notice.
----------------------------------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC          First 180 days upon 10 days notice. After first 180 days upon 60 days notice.
----------------------------------------------------------------------------------------------------------------------------
             John E. Shaffer                                                      N/A
----------------------------------------------------------------------------------------------------------------------------
              Arthur Kepes                                                      30 days
----------------------------------------------------------------------------------------------------------------------------
  Passco Loans - Initial TIC Transfers            First 180 days upon 10 days notice; No more than 2 groups per month
----------------------------------------------------------------------------------------------------------------------------
   Passco Loans - Future TIC Transfers          After the first 180 days upon 30 days notice; No more than 20 permitted;
                                                                        No more than 2 per month
----------------------------------------------------------------------------------------------------------------------------
           William C. Valaika                                                   30 days
----------------------------------------------------------------------------------------------------------------------------
           William C. Valaika                                                   30 days
----------------------------------------------------------------------------------------------------------------------------

<CAPTION>

              Sponsor Name                  Approval of New Borrower                   Accredited Investors Only
---------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                        <C>
                    0                        At Lender's Discretion                               Yes
---------------------------------------------------------------------------------------------------------------------------------
    USAdvisors - Future TIC Transfers        At Lender's Discretion                               Yes
---------------------------------------------------------------------------------------------------------------------------------
   Guardian - Initial TIC Transfers          At Lender's Discretion                               Yes
---------------------------------------------------------------------------------------------------------------------------------
     Guardian- Future TIC Transfers          At Lender's Discretion                               Yes
---------------------------------------------------------------------------------------------------------------------------------
     Geneva - Initial TIC Transfers          At Lender's Discretion                               Yes
---------------------------------------------------------------------------------------------------------------------------------
      Geneva - Future TIC Transfers          At Lender's Discretion                               Yes
---------------------------------------------------------------------------------------------------------------------------------
   Resource Real Estate Holdings, Inc.       At Lender's discretion           Loan documents do not require that investors
                                                                                 be accredited, but Sponsor's purchaser
                                                                               questionnaire contains a rep from investor
                                                                                        that they are accredited
---------------------------------------------------------------------------------------------------------------------------------
Jack Shaffer, Robert Smeitana and Melissa
   Peilet; HAS Commercial Real Estate
---------------------------------------------------------------------------------------------------------------------------------
    SCI Loans - Initial TIC Transfers        At Lender's Discretion                               Yes
---------------------------------------------------------------------------------------------------------------------------------
    SCI Loans - Future TIC Transfers         At Lender's Discretion                               Yes
---------------------------------------------------------------------------------------------------------------------------------
                NNN Loans                    At Lender's Discretion                               Yes
---------------------------------------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC         At Lender's discretion.                               Yes.
---------------------------------------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC         At Lender's discretion.                               Yes.
---------------------------------------------------------------------------------------------------------------------------------
             John E. Shaffer
---------------------------------------------------------------------------------------------------------------------------------
              Arthur Kepes                   At Lender's Discretion    Only if the TIC Transfer is governed by the Securities Act
---------------------------------------------------------------------------------------------------------------------------------
  Passco Loans - Initial TIC Transfers       At Lender's Discretion                               Yes
---------------------------------------------------------------------------------------------------------------------------------
   Passco Loans - Future TIC Transfers       At Lender's Discretion                               Yes
---------------------------------------------------------------------------------------------------------------------------------
           William C. Valaika                At Lender's discretion                               Yes.
---------------------------------------------------------------------------------------------------------------------------------
           William C. Valaika                At Lender's discretion                               Yes.
---------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

              Sponsor Name                               Continued Sponsor Control Requirement
------------------------------------------------------------------------------------------------------------
<S>                                         <C>
                    0                       Sponsor is not required to maintain any interest in the Property
------------------------------------------------------------------------------------------------------------
    USAdvisors - Future TIC Transfers                                Not Applicable
------------------------------------------------------------------------------------------------------------
    Guardian - Initial TIC Transfers        Sponsor is not required to maintain any interest in the Property
------------------------------------------------------------------------------------------------------------
     Guardian- Future TIC Transfers                                  Not Applicable
------------------------------------------------------------------------------------------------------------
     Geneva - Initial TIC Transfers         Sponsor is not required to maintain any interest in the Property
------------------------------------------------------------------------------------------------------------
      Geneva - Future TIC Transfers                                  Not Applicable
------------------------------------------------------------------------------------------------------------
   Resource Real Estate Holdings, Inc.         Sponsor must continue to hold 21% interest in the property
------------------------------------------------------------------------------------------------------------
Jack Shaffer, Robert Smeitana and Melissa
   Peilet; HAS Commercial Real Estate
------------------------------------------------------------------------------------------------------------
    SCI Loans - Initial TIC Transfers          SCI Real Estate Investments, LLC must continue to hold 1%,
                                                        directly or indirectly, in the property
------------------------------------------------------------------------------------------------------------
    SCI Loans - Future TIC Transfers                                 Not Applicable
------------------------------------------------------------------------------------------------------------
                NNN Loans                   Sponsor is not required to maintain any interest in the Property
------------------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC                                 Not Applicable.
------------------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC                                 Not Applicable.
------------------------------------------------------------------------------------------------------------
             John E. Shaffer
------------------------------------------------------------------------------------------------------------
              Arthur Kepes                                                 No
------------------------------------------------------------------------------------------------------------
  Passco Loans - Initial TIC Transfers              Passco Companies, LLC must continue to hold 1%,
                                                        directly or indirectly, in the property
------------------------------------------------------------------------------------------------------------
   Passco Loans - Future TIC Transfers              Passco Companies, LLC must continue to hold 1%,
                                                        directly or indirectly, in the property
------------------------------------------------------------------------------------------------------------
           William C. Valaika                                              No
------------------------------------------------------------------------------------------------------------
           William C. Valaika                                              No
------------------------------------------------------------------------------------------------------------

<CAPTION>

              Sponsor Name                  New Borrower Debt Liability
-----------------------------------------------------------------------
<S>                                         <C>
                    0                             Joint & Several
-----------------------------------------------------------------------
    USAdvisors - Future TIC Transfers             Joint & Several
-----------------------------------------------------------------------
    Guardian - Initial TIC Transfers              Joint & Several
-----------------------------------------------------------------------
     Guardian- Future TIC Transfers               Joint & Several
-----------------------------------------------------------------------
     Geneva - Initial TIC Transfers               Joint & Several
-----------------------------------------------------------------------
      Geneva - Future TIC Transfers               Joint & Several
-----------------------------------------------------------------------
   Resource Real Estate Holdings, Inc.            Joint & Several
-----------------------------------------------------------------------
Jack Shaffer, Robert Smeitana and Melissa
   Peilet; HAS Commercial Real Estate
-----------------------------------------------------------------------
    SCI Loans - Initial TIC Transfers             Joint & Several
-----------------------------------------------------------------------
    SCI Loans - Future TIC Transfers              Joint & Several
-----------------------------------------------------------------------
                NNN Loans                         Joint & Several
-----------------------------------------------------------------------
     Covington Realty Partners, LLC              Joint & Several.
-----------------------------------------------------------------------
     Covington Realty Partners, LLC              Joint & Several.
-----------------------------------------------------------------------
             John E. Shaffer
-----------------------------------------------------------------------
              Arthur Kepes                       Joint and Several
-----------------------------------------------------------------------
  Passco Loans - Initial TIC Transfers            Joint & Several
-----------------------------------------------------------------------
   Passco Loans - Future TIC Transfers            Joint & Several
-----------------------------------------------------------------------
           William C. Valaika                    Joint and Several
-----------------------------------------------------------------------
           William C. Valaika                    Joint and Several
-----------------------------------------------------------------------

<CAPTION>

              Sponsor Name                                                 New Guarantor Requirement
------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>
                    0                                   Principal(s) of new TIC LLC to sign new TIC Indemnity Agreement
------------------------------------------------------------------------------------------------------------------------------------
    USAdvisors - Future TIC Transfers                   Principal(s) of new TIC LLC to sign new TIC Indemnity Agreement
------------------------------------------------------------------------------------------------------------------------------------
    Guardian - Initial TIC Transfers                    Principal(s) of new TIC LLC to sign new TIC Indemnity Agreement
------------------------------------------------------------------------------------------------------------------------------------
     Guardian- Future TIC Transfers                     Principal(s) of new TIC LLC to sign new TIC Indemnity Agreement
------------------------------------------------------------------------------------------------------------------------------------
     Geneva - Initial TIC Transfers                     Principal(s) of new TIC LLC to sign new TIC Indemnity Agreement
------------------------------------------------------------------------------------------------------------------------------------
      Geneva - Future TIC Transfers                     Principal(s) of new TIC LLC to sign new TIC Indemnity Agreement
------------------------------------------------------------------------------------------------------------------------------------
   Resource Real Estate Holdings, Inc.                  Principal(s) of new TIC LLC to sign new TIC Indemnity Agreement
------------------------------------------------------------------------------------------------------------------------------------
Jack Shaffer, Robert Smeitana and Melissa
   Peilet; HAS Commercial Real Estate
------------------------------------------------------------------------------------------------------------------------------------
    SCI Loans - Initial TIC Transfers                   Principal(s) of new TIC LLC to sign new TIC Indemnity Agreement
------------------------------------------------------------------------------------------------------------------------------------
    SCI Loans - Future TIC Transfers                    Principal(s) of new TIC LLC to sign new TIC Indemnity Agreement
------------------------------------------------------------------------------------------------------------------------------------
                NNN Loans                                 Not Applicable; Sponsor provides indemnity for all entities
------------------------------------------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC                          A party approved by Lender to sign new TIC Indemnity.
------------------------------------------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC                          A party approved by Lender to sign new TIC Indemnity.
------------------------------------------------------------------------------------------------------------------------------------
             John E. Shaffer
------------------------------------------------------------------------------------------------------------------------------------
              Arthur Kepes                  A party approved by Lender to sign assignment and assumption agreement as TIC Guarantor.
------------------------------------------------------------------------------------------------------------------------------------
  Passco Loans - Initial TIC Transfers                  Principal(s) of new TIC LLC to sign new TIC Indemnity Agreement
------------------------------------------------------------------------------------------------------------------------------------
   Passco Loans - Future TIC Transfers                  Principal(s) of new TIC LLC to sign new TIC Indemnity Agreement
------------------------------------------------------------------------------------------------------------------------------------
           William C. Valaika               A party approved by Lender to sign assignment and assumption agreement as TIC Guarantor.
------------------------------------------------------------------------------------------------------------------------------------
           William C. Valaika               A party approved by Lender to sign assignment and assumption agreement as TIC Guarantor.
------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

              Sponsor Name                                               Sponsor Release on Guaranty
---------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>
                    0                                            Indirectly; Each TIC liable for own actions
---------------------------------------------------------------------------------------------------------------------------------
    USAdvisors - Future TIC Transfers                                          Not Applicable
---------------------------------------------------------------------------------------------------------------------------------
    Guardian - Initial TIC Transfers                             Indirectly; Each TIC liable for own actions
---------------------------------------------------------------------------------------------------------------------------------
     Guardian- Future TIC Transfers                                            Not Applicable
---------------------------------------------------------------------------------------------------------------------------------
     Geneva - Initial TIC Transfers                              Indirectly; Each TIC liable for own actions
---------------------------------------------------------------------------------------------------------------------------------
      Geneva - Future TIC Transfers                                            Not Applicable
---------------------------------------------------------------------------------------------------------------------------------
   Resource Real Estate Holdings, Inc.                                         Not applicable
---------------------------------------------------------------------------------------------------------------------------------
Jack Shaffer, Robert Smeitana and Melissa
   Peilet; HAS Commercial Real Estate
---------------------------------------------------------------------------------------------------------------------------------
    SCI Loans - Initial TIC Transfers                            Indirectly; Each TIC liable for own actions
---------------------------------------------------------------------------------------------------------------------------------
    SCI Loans - Future TIC Transfers                                           Not Applicable
---------------------------------------------------------------------------------------------------------------------------------
                NNN Loans                                Not Applicable; Sponsor provides indemnity for all entities
---------------------------------------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC         Upon initial TIC transfer, Sponsor signed Amended and Restated Indemnity and Guaranty
                                            Agreement which replaces the Indemnity and Guaranty Agreement signed at origination.
---------------------------------------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC         Upon initial TIC transfer, Sponsor signed Amended and Restated Indemnity and Guaranty
                                            Agreement which replaces the Indemnity and Guaranty Agreement signed at origination.
---------------------------------------------------------------------------------------------------------------------------------
             John E. Shaffer
---------------------------------------------------------------------------------------------------------------------------------
              Arthur Kepes                                              If fully syndicated such that
---------------------------------------------------------------------------------------------------------------------------------
  Passco Loans - Initial TIC Transfers                           Indirectly; Each TIC liable for own actions
---------------------------------------------------------------------------------------------------------------------------------
   Passco Loans - Future TIC Transfers                                         Not Applicable
---------------------------------------------------------------------------------------------------------------------------------
           William C. Valaika                                                        No
---------------------------------------------------------------------------------------------------------------------------------
           William C. Valaika                                                        No
---------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

              Sponsor Name                                              General Pre-Conditions
---------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>
                    0                       (I) No Event of Default; (ii) No material adverse change in financial condition
---------------------------------------------------------------------------------------------------------------------------
    USAdvisors - Future TIC Transfers       (I) No Event of Default; (ii) No material adverse change in financial condition
---------------------------------------------------------------------------------------------------------------------------
    Guardian - Initial TIC Transfers        (I) No Event of Default; (ii) No material adverse change in financial condition
---------------------------------------------------------------------------------------------------------------------------
     Guardian- Future TIC Transfers         (I) No Event of Default; (ii) No material adverse change in financial condition
---------------------------------------------------------------------------------------------------------------------------
     Geneva - Initial TIC Transfers         (I) No Event of Default; (ii) No material adverse change in financial condition
---------------------------------------------------------------------------------------------------------------------------
      Geneva - Future TIC Transfers         (I) No Event of Default; (ii) No material adverse change in financial condition
---------------------------------------------------------------------------------------------------------------------------
   Resource Real Estate Holdings, Inc.      (1) No Event of Default, (2) No material adverse change in financial condition
                                                                    of initial borrower or Sponsor.
---------------------------------------------------------------------------------------------------------------------------
Jack Shaffer, Robert Smeitana and Melissa
   Peilet; HAS Commercial Real Estate
---------------------------------------------------------------------------------------------------------------------------
    SCI Loans - Initial TIC Transfers       (I) No Event of Default; (ii) No material adverse change in financial condition
---------------------------------------------------------------------------------------------------------------------------
    SCI Loans - Future TIC Transfers        (I) No Event of Default; (ii) No material adverse change in financial condition
---------------------------------------------------------------------------------------------------------------------------
                NNN Loans                   (I) No Event of Default; (ii) No material adverse change in financial condition
---------------------------------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC         (1) No Event of Default, (2) No material adverse change in financial condition
                                                                    of initial borrower or Sponsor.
---------------------------------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC         (1) No Event of Default, (2) No material adverse change in financial condition
                                                                    of initial borrower or Sponsor.
---------------------------------------------------------------------------------------------------------------------------
             John E. Shaffer
---------------------------------------------------------------------------------------------------------------------------
              Arthur Kepes                  (1) No Event of Default, (2) No material adverse change in financial condition
                                                                    of initial borrower or Sponsor.
---------------------------------------------------------------------------------------------------------------------------
  Passco Loans - Initial TIC Transfers      (I) No Event of Default; (ii) No material adverse change in financial condition
---------------------------------------------------------------------------------------------------------------------------
   Passco Loans - Future TIC Transfers      (I) No Event of Default; (ii) No material adverse change in financial condition
---------------------------------------------------------------------------------------------------------------------------
           William C. Valaika               (1) No Event of Default, (2) No material adverse change in financial condition
                                                                    of initial borrower or Sponsor.
---------------------------------------------------------------------------------------------------------------------------
           William C. Valaika               (1) No Event of Default, (2) No material adverse change in financial condition
                                                                    of initial borrower or Sponsor.
---------------------------------------------------------------------------------------------------------------------------

<CAPTION>

              Sponsor Name                                        Total Borrowers Permitted
------------------------------------------------------------------------------------------------------------------
<S>                                         <C>
                    0                               Max permitted under Rev. Proc. 2002-14 (currently 35)
------------------------------------------------------------------------------------------------------------------
    USAdvisors - Future TIC Transfers               Max permitted under Rev. Proc. 2002-14 (currently 35)
------------------------------------------------------------------------------------------------------------------
    Guardian - Initial TIC Transfers                Max permitted under Rev. Proc. 2002-14 (currently 35)
------------------------------------------------------------------------------------------------------------------
     Guardian- Future TIC Transfers                 Max permitted under Rev. Proc. 2002-14 (currently 35)
------------------------------------------------------------------------------------------------------------------
     Geneva - Initial TIC Transfers                 Max permitted under Rev. Proc. 2002-14 (currently 35)
------------------------------------------------------------------------------------------------------------------
      Geneva - Future TIC Transfers                 Max permitted under Rev. Proc. 2002-14 (currently 35)
------------------------------------------------------------------------------------------------------------------
   Resource Real Estate Holdings, Inc.              Max permitted under Rev. Proc. 2002-14 (currently 35)
------------------------------------------------------------------------------------------------------------------
Jack Shaffer, Robert Smeitana and Melissa
   Peilet; HAS Commercial Real Estate
------------------------------------------------------------------------------------------------------------------
    SCI Loans - Initial TIC Transfers               Max permitted under Rev. Proc. 2002-14 (currently 35)
------------------------------------------------------------------------------------------------------------------
    SCI Loans - Future TIC Transfers                Max permitted under Rev. Proc. 2002-14 (currently 35)
------------------------------------------------------------------------------------------------------------------
                NNN Loans                           Max permitted under Rev. Proc. 2002-14 (currently 35)
------------------------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC         Max permitted under Rev. Proc. 2002-22, I.R.B. 2002-14 (currently 35).
------------------------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC         Max permitted under Rev. Proc. 2002-22, I.R.B. 2002-14 (currently 35).
------------------------------------------------------------------------------------------------------------------
             John E. Shaffer
------------------------------------------------------------------------------------------------------------------
              Arthur Kepes                                                    5
------------------------------------------------------------------------------------------------------------------
  Passco Loans - Initial TIC Transfers              Max permitted under Rev. Proc. 2002-14 (currently 35)
------------------------------------------------------------------------------------------------------------------
   Passco Loans - Future TIC Transfers              Max permitted under Rev. Proc. 2002-14 (currently 35)
------------------------------------------------------------------------------------------------------------------
           William C. Valaika                                                 3
------------------------------------------------------------------------------------------------------------------
           William C. Valaika                                                 3
------------------------------------------------------------------------------------------------------------------

<CAPTION>

              Sponsor Name                                      Required Closing & Assumption Documents
---------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>
                    0                       Settlement Statement; Transfer Deed; Note Modification; Partial Loan Assumption
                                                Agreement; TIC Indemnity Agreement; Assumption of TIC Agreement; UCCs;
                                               Subordinate Loan Acknowledgment (if applicable); other required by Lender
---------------------------------------------------------------------------------------------------------------------------
    USAdvisors - Future TIC Transfers       Settlement Statement; Transfer Deed; Note Modification; Partial Loan Assumption
                                                Agreement; TIC Indemnity Agreement; Assumption of TIC Agreement; UCCs;
                                               Subordinate Loan Acknowledgment (if applicable); other required by Lender
---------------------------------------------------------------------------------------------------------------------------
    Guardian - Initial TIC Transfers        Settlement Statement; Transfer Deed; Note Modification; Partial Loan Assumption
                                                Agreement; TIC Indemnity Agreement; Assumption of TIC Agreement; UCCs;
                                               Subordinate Loan Acknowledgment (if applicable); other required by Lender
---------------------------------------------------------------------------------------------------------------------------
     Guardian- Future TIC Transfers         Settlement Statement; Transfer Deed; Note Modification; Partial Loan Assumption
                                                Agreement; TIC Indemnity Agreement; Assumption of TIC Agreement; UCCs;
                                               Subordinate Loan Acknowledgment (if applicable); other required by Lender
---------------------------------------------------------------------------------------------------------------------------
     Geneva - Initial TIC Transfers         Settlement Statement; Transfer Deed; Note Modification; Partial Loan Assumption
                                                Agreement; TIC Indemnity Agreement; Assumption of TIC Agreement; UCCs;
                                               Subordinate Loan Acknowledgment (if applicable); other required by Lender
---------------------------------------------------------------------------------------------------------------------------
      Geneva - Future TIC Transfers         Settlement Statement; Transfer Deed; Note Modification; Partial Loan Assumption
                                                Agreement; TIC Indemnity Agreement; Assumption of TIC Agreement; UCCs;
                                               Subordinate Loan Acknowledgment (if applicable); other required by Lender
---------------------------------------------------------------------------------------------------------------------------
   Resource Real Estate Holdings, Inc.        Loan Assumption Agreement; Assignment and Assumption Agreement; Settlement
                                                  Statement; Transfer Deed; Note Modification; UCCs; other documents
                                                                          required by Lender
---------------------------------------------------------------------------------------------------------------------------
Jack Shaffer, Robert Smeitana and Melissa
   Peilet; HAS Commercial Real Estate
---------------------------------------------------------------------------------------------------------------------------
    SCI Loans - Initial TIC Transfers       Settlement Statement; Transfer Deed; Note Modification; Partial Loan Assumption
                                                Agreement; TIC Indemnity Agreement; Assumption of TIC Agreement; UCCs;
                                               Subordinate Loan Acknowledgment (if applicable); other required by Lender
---------------------------------------------------------------------------------------------------------------------------
    SCI Loans - Future TIC Transfers        Settlement Statement; Transfer Deed; Note Modification; Partial Loan Assumption
                                                Agreement; TIC Indemnity Agreement; Assumption of TIC Agreement; UCCs;
                                               Subordinate Loan Acknowledgment (if applicable); other required by Lender
---------------------------------------------------------------------------------------------------------------------------
                NNN Loans                   Settlement Statement; Transfer Deed; Note Modification; Partial Loan Assumption
                                                Agreement; Assumption of TIC Agreement; UCCs; other required by Lender
---------------------------------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC         Settlement Statement, Transfer Deed, assignment or assumption of TIC Agreement
                                              and Asset Management Agreement, Consent an Agreement of Asset Manager, Note
                                             Modification, Partial Loan Assumption Agreement, TIC Indemnity Agreement, UCC
                                                    Financing Statements and others reasonably requested by Lender.
---------------------------------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC         Settlement Statement, Transfer Deed, assignment or assumption of TIC Agreement
                                              and Asset Management Agreement, Consent an Agreement of Asset Manager, Note
                                             Modification, Partial Loan Assumption Agreement, TIC Indemnity Agreement, UCC
                                                    Financing Statements and others reasonably requested by Lender.
---------------------------------------------------------------------------------------------------------------------------
             John E. Shaffer
---------------------------------------------------------------------------------------------------------------------------
              Arthur Kepes                  Documents reasonably required by Lender, including tenant in common agreement,
                                                                  assignment and assumption agreement
---------------------------------------------------------------------------------------------------------------------------
  Passco Loans - Initial TIC Transfers           Settlement Statement; Transfer Deed; Note Modification; Partial Loan
                                              Assumption Agreement; TIC Indemnity Agreement; Assumption of TIC Agreement;
                                                                    UCCs; other required by Lender
---------------------------------------------------------------------------------------------------------------------------
   Passco Loans - Future TIC Transfers           Settlement Statement; Transfer Deed; Note Modification; Partial Loan
                                              Assumption Agreement; TIC Indemnity Agreement; Assumption of TIC Agreement;
                                                                    UCCs; other required by Lender
---------------------------------------------------------------------------------------------------------------------------
           William C. Valaika                   Documents reasonably required by Lender, including assumption agreement
---------------------------------------------------------------------------------------------------------------------------
           William C. Valaika                   Documents reasonably required by Lender, including assumption agreement
---------------------------------------------------------------------------------------------------------------------------

<CAPTION>

              Sponsor Name                                                    Opinions Required
----------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>
                    0                       Due Execution; Enforceability; Non-Consolidation (only if required at initial closing)
----------------------------------------------------------------------------------------------------------------------------------
    USAdvisors - Future TIC Transfers       Due Execution; Enforceability; Non-Consolidation (only if required at initial closing)
----------------------------------------------------------------------------------------------------------------------------------
    Guardian - Initial TIC Transfers        Due Execution; Enforceability; Non-Consolidation (only if required at initial closing)
----------------------------------------------------------------------------------------------------------------------------------
     Guardian- Future TIC Transfers         Due Execution; Enforceability; Non-Consolidation (only if required at initial closing)
----------------------------------------------------------------------------------------------------------------------------------
     Geneva - Initial TIC Transfers         Due Execution; Enforceability; Non-Consolidation (only if required at initial closing)
----------------------------------------------------------------------------------------------------------------------------------
      Geneva - Future TIC Transfers         Due Execution; Enforceability; Non-Consolidation (only if required at initial closing)
----------------------------------------------------------------------------------------------------------------------------------
   Resource Real Estate Holdings, Inc.               Due execution, enforceability, non-consolidation, authority to file
----------------------------------------------------------------------------------------------------------------------------------
Jack Shaffer, Robert Smeitana and Melissa
   Peilet; HAS Commercial Real Estate
----------------------------------------------------------------------------------------------------------------------------------
    SCI Loans - Initial TIC Transfers       Due Execution; Enforceability; Non-Consolidation (only if required at initial closing)
----------------------------------------------------------------------------------------------------------------------------------
    SCI Loans - Future TIC Transfers        Due Execution; Enforceability; Non-Consolidation (only if required at initial closing)
----------------------------------------------------------------------------------------------------------------------------------
                NNN Loans                   Due Execution; Enforceability; Non-Consolidation (only if required at initial closing)
----------------------------------------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC                 Due formation and organization, and enforceability; Non-Consolidation.
----------------------------------------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC                          Due formation and organization, and enforceability.
----------------------------------------------------------------------------------------------------------------------------------
             John E. Shaffer
----------------------------------------------------------------------------------------------------------------------------------
              Arthur Kepes                                     As required by Lender (including REMIC opinion)
----------------------------------------------------------------------------------------------------------------------------------
  Passco Loans - Initial TIC Transfers      Due Execution; Enforceability; Non-Consolidation (only if required at initial closing)
----------------------------------------------------------------------------------------------------------------------------------
   Passco Loans - Future TIC Transfers      Due Execution; Enforceability; Non-Consolidation (only if required at initial closing)
----------------------------------------------------------------------------------------------------------------------------------
           William C. Valaika                                               As required by Lender
----------------------------------------------------------------------------------------------------------------------------------
           William C. Valaika                                               As required by Lender
----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

              Sponsor Name                                               Assumption/ Application Fees
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>
                    0                                     Lesser of $1000 per TIC LLC or $6,000 for Group, plus costs
-----------------------------------------------------------------------------------------------------------------------------------
    USAdvisors - Future TIC Transfers                 $2,000 application fee and prorate 0.5% assumption fee, plus costs
-----------------------------------------------------------------------------------------------------------------------------------
    Guardian - Initial TIC Transfers                                     $1000 per TIC LLC plus costs
-----------------------------------------------------------------------------------------------------------------------------------
     Guardian- Future TIC Transfers                   $2,000 application fee and prorate 0.5% assumption fee, plus costs
-----------------------------------------------------------------------------------------------------------------------------------
     Geneva - Initial TIC Transfers                      Greater of $4,000 per Group or $1500 per TIC LLC, plus costs
-----------------------------------------------------------------------------------------------------------------------------------
      Geneva - Future TIC Transfers                                 Prorata 0.5% assumption fee, plus costs
-----------------------------------------------------------------------------------------------------------------------------------
   Resource Real Estate Holdings, Inc.      Credit Search fee of $1,000 per TIC transfer ; Assumption fee of 0.125% of loan amount
                                                      assumed for transfers w/in 24 months of origination and 0.375% for
                                                                           transfers after 24 months
-----------------------------------------------------------------------------------------------------------------------------------
Jack Shaffer, Robert Smeitana and Melissa
   Peilet; HAS Commercial Real Estate
-----------------------------------------------------------------------------------------------------------------------------------
    SCI Loans - Initial TIC Transfers         $1000 per TIC LLC for first 5 new TIC LLCs; $750 per TIC LLC for 6-10; $500 per TIC
                                                     LLC for 11-15; $250 per TIC LLC for 16+; plus costs for all closings
-----------------------------------------------------------------------------------------------------------------------------------
    SCI Loans - Future TIC Transfers                  $2,000 application fee and prorate 0.5% assumption fee, plus costs
-----------------------------------------------------------------------------------------------------------------------------------
                NNN Loans                                                $1000 per TIC LLC plus costs
-----------------------------------------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC           No assumption or application fee for TIC Transfers during first 180 days. For Sale
                                            during first 180 days a $5,000.00 application fee and 1%of UPB assumption fee. For Sale
                                               after first 180 days $2,500.00 application fee and prorata 1% UPB assumption fee.
-----------------------------------------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC           No assumption or application fee for TIC Transfers during first 180 days. For Sale
                                            during first 180 days a $5,000.00 application fee and 1%of UPB assumption fee. For Sale
                                               after first 180 days $2,500.00 application fee and prorata 1% UPB assumption fee.
-----------------------------------------------------------------------------------------------------------------------------------
             John E. Shaffer
-----------------------------------------------------------------------------------------------------------------------------------
              Arthur Kepes                          $2,500 application fee for each TIC Transfer; Assumption equal to 1% of
                                                                          assumed principal balance.
-----------------------------------------------------------------------------------------------------------------------------------
  Passco Loans - Initial TIC Transfers                                   $1000 per TIC LLC plus costs
-----------------------------------------------------------------------------------------------------------------------------------
   Passco Loans - Future TIC Transfers                  $5,000 for the first 10 Future TIC Transfers; thereafter a 0.5%
                                                                          assumption fee, plus costs
-----------------------------------------------------------------------------------------------------------------------------------
           William C. Valaika                                    $2,500 application fee for each TIC Transfer.
-----------------------------------------------------------------------------------------------------------------------------------
           William C. Valaika                                    $2,500 application fee for each TIC Transfer.
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

              Sponsor Name                                                      SPE Requirement
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>
                    0                       All TIC LLCs must be Delaware SPEs; all organization documents to be approved by Lender
-----------------------------------------------------------------------------------------------------------------------------------
    USAdvisors - Future TIC Transfers       New Borrower must be Delaware SPE, all organization documents to be approved by Lender
-----------------------------------------------------------------------------------------------------------------------------------
    Guardian - Initial TIC Transfers        All TIC LLCs must be Delaware SPEs; all organization documents to be approved by Lender
-----------------------------------------------------------------------------------------------------------------------------------
     Guardian- Future TIC Transfers         New Borrower must be Delaware SPE, all organization documents to be approved by Lender
-----------------------------------------------------------------------------------------------------------------------------------
     Geneva - Initial TIC Transfers         All TIC LLCs must be Delaware SPEs; all organization documents to be approved by Lender
-----------------------------------------------------------------------------------------------------------------------------------
      Geneva - Future TIC Transfers         New Borrower must be Delaware SPE, all organization documents to be approved by Lender
-----------------------------------------------------------------------------------------------------------------------------------
   Resource Real Estate Holdings, Inc.                     All transferees must be SPE having 1 Independent Director
-----------------------------------------------------------------------------------------------------------------------------------
Jack Shaffer, Robert Smeitana and Melissa
   Peilet; HAS Commercial Real Estate
-----------------------------------------------------------------------------------------------------------------------------------
    SCI Loans - Initial TIC Transfers       All TIC LLCs must be Delaware SPEs; all organization documents to be approved by Lender
-----------------------------------------------------------------------------------------------------------------------------------
    SCI Loans - Future TIC Transfers        New Borrower must be Delaware SPE, all organization documents to be approved by Lender
-----------------------------------------------------------------------------------------------------------------------------------
                NNN Loans                   All TIC LLCs must be Delaware SPEs; all organization documents to be approved by Lender
-----------------------------------------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC                                        New Borrower must be SPE.
-----------------------------------------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC                                        New Borrower must be SPE.
-----------------------------------------------------------------------------------------------------------------------------------
             John E. Shaffer
-----------------------------------------------------------------------------------------------------------------------------------
              Arthur Kepes                                                 New Borrower must be SPE
-----------------------------------------------------------------------------------------------------------------------------------
  Passco Loans - Initial TIC Transfers      All TIC LLCs must be Delaware SPEs; all organization documents to be approved by Lender
-----------------------------------------------------------------------------------------------------------------------------------
   Passco Loans - Future TIC Transfers      New Borrower must be Delaware SPE, all organization documents to be approved by Lender
-----------------------------------------------------------------------------------------------------------------------------------
           William C. Valaika                                                         Yes
-----------------------------------------------------------------------------------------------------------------------------------
           William C. Valaika                                                         Yes
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

              Sponsor Name                  Title Down-Date Endorsement   Insurance Endorsements
------------------------------------------------------------------------------------------------
<S>                                         <C>                           <C>
                    0                                Required                  Not Required
------------------------------------------------------------------------------------------------
    USAdvisors - Future TIC Transfers                Required                  Not Required
------------------------------------------------------------------------------------------------
    Guardian - Initial TIC Transfers                 Required                  Not Required
------------------------------------------------------------------------------------------------
     Guardian- Future TIC Transfers                  Required                  Not Required
------------------------------------------------------------------------------------------------
     Geneva - Initial TIC Transfers                  Required                  Not Required
------------------------------------------------------------------------------------------------
      Geneva - Future TIC Transfers                  Required                  Not Required
------------------------------------------------------------------------------------------------
   Resource Real Estate Holdings, Inc.             Not required           At Lender's discretion
------------------------------------------------------------------------------------------------
Jack Shaffer, Robert Smeitana and Melissa
   Peilet; HAS Commercial Real Estate
------------------------------------------------------------------------------------------------
    SCI Loans - Initial TIC Transfers                Required                  Not Required
------------------------------------------------------------------------------------------------
    SCI Loans - Future TIC Transfers                 Required                  Not Required
------------------------------------------------------------------------------------------------
                NNN Loans                            Required                  Not Required
------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC           As required by Lender.      As required by Lender.
------------------------------------------------------------------------------------------------
     Covington Realty Partners, LLC           As required by Lender.      As required by Lender.
------------------------------------------------------------------------------------------------
             John E. Shaffer
------------------------------------------------------------------------------------------------
              Arthur Kepes                     As required by Lender      As required by Lender
------------------------------------------------------------------------------------------------
  Passco Loans - Initial TIC Transfers               Required                  Not Required
------------------------------------------------------------------------------------------------
   Passco Loans - Future TIC Transfers               Required                  Not Required
------------------------------------------------------------------------------------------------
           William C. Valaika                  As required by Lender      As required by Lender
------------------------------------------------------------------------------------------------
           William C. Valaika                  As required by Lender      As required by Lender
------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>

                                  EXHIBIT AA

                        FORM OF OFFICER'S CERTIFICATE


       Wachovia Bank, National Association
       8739 Research Drive, URP4
       Charlotte, NC 28288-1075
       Phone: (704) 593-7320
       Fax: (704) 715-0036


[WACHOVIA SECURITIES LOGO]

[Date]

VIA EMAIL AND OVERNIGHT MAIL

[Addressee]

RE:   Depositor:        Wachovia Commercial Mortgage Securities, Inc.
      Pool:             WBCMT 2007-C30
      Borrower:
      Property:
      Control #:
      WB Loan #:
      Current Loan Amount: $
      Proposed TICs:


                    O F F I C E R' S  C E R T I F I C A T E


Dear [______________]:

            Wachovia Bank, National Association ("WB"), is the Master Servicer
on behalf of Wells Fargo Bank, N.A., as Trustee, in trust for the Holders of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2007-C30.

            Borrower has submitted for lender approval information pertaining to
the proposed transfer of Tenant in Common interests per Section [_________] of
the Mortgage and Security Agreement dated [_________]. In accordance with our
responsibilities as dictated by Section 3.08(a)(ii) of the Pooling and Servicing
Agreement dated March 1, 2007, WB has conducted its review and determined that
the proposed transfer meets the applicable requirements of Exhibit Z. The
results of our analysis can be found on the attached spreadsheet and the
supporting documents have been provided for your review. Accordingly, we are
recommending approval of the proposed transaction.

Sincerely,


Wachovia Bank, NA
Master Servicer



---------------------

Diana C. Stewart

Vice President

                                TIC Consent
                          Original Borrower
                                     Loan #
                                Current UPB
                                      TIC #
                               Proposed TIC
                             Purchase Price
                                  Net Worth
                             TIC % Interest

                               Requirements
                               ------------

1. Timing & Notice Requirement

2. Approval of New Borrower

3. Accredited Investor

4. Sponsor control requirement

5. New Borrower Debt Liability

6. New Guarantor Requirement

7. Sponsor Release on Guaranty

8. General Pre-Conditions

9. Total Borrowers permitted

10. Required Closing Docs

11. Required Opinions

12. Application/Assumption Fees
    Application Fee
    Assumption Fee

13. MS/SS Assumption Fee Arrangement
    MS portion of Assumption Fee
    SS portion of Assumption Fee

12. SPE Requirement

13. Title Date-Down Endorsement

14. Insurance Endorsements




                 Attached
                 --------
                Purchase and Sale Agreement
                    Purchaser Questionnaire
                       Lender Questionnaire
              Lender Minimum Qualifications
                            Acknowledgement
                     Statement of Net Worth
                               Credit Check
              Company/LLC/Trust Information
                       Settlement Statement
        Transfer Deed/Membership Assignment
          Partial Loan Assumption Agreement
                    TIC Indemnity Agreement
                                       UCCs
                          Required Opinions