EXHIBIT 4.1


WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC.
 Depositor


and


WACHOVIA BANK, NATIONAL ASSOCIATION
 Master Servicer


and


LNR PARTNERS, INC.
 Special Servicer


and


WELLS FARGO BANK, N.A.
 Trustee


POOLING AND SERVICING AGREEMENT


Dated as of October 1, 2005







$3,275,616,482


Commercial Mortgage Pass-Through Certificates


Series 2005-C21









TABLE OF CONTENTS

	
   
 	
   
 	
  
Page
  
	
   
 	
   
 	
  


  
	
  ARTICLE I.
  	
  
DEFINITIONS
  	
  
3
  
	
  
Section 1.01.
  	
  
Defined Terms
  	
  
4
  
	
  
ARTICLE II.
  	
  
CONVEYANCE   OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL ISSUANCE OF
CERTIFICATES
  	
  
76
  
	
  
Section 2.01.
  	
  
Conveyance of Mortgage Loans
  	
  
76
  
	
  
Section 2.02.
  	
  
Acceptance of the Trust Fund by Trustee
  	
  
79
  
	
  
Section 2.03.
  	
  
Mortgage Loan Seller’s Repurchase or Substitution of Mortgage Loans   for Document Defects
and Breaches of Representations and Warranties
  	
  
81
  
	
  Section 2.04.
  	
  
Representations and Warranties of Depositor
  	
  
84
  
	
  
Section 2.05.
  	
  
Conveyance of Mortgage Loans; Acceptance of REMIC I and Grantor   Trusts by Trustee

	
  
86
  
	
  
Section 2.06.
  	
  
Issuance of the REMIC I Regular Interests; Execution, Authentication   and Delivery of Class
R-I Certificates
  	
  
86
  
	
  
Section 2.07.
  	
  
Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by   Trustee
  	
  
86
  
	
  
Section 2.08.
  	
  
Execution, Authentication and Delivery of REMIC II Certificates,   Class A-2PFL Regular
Interest
  	
  
87
  
	
  
Section 2.09.
  	
  
Execution, Authentication and Delivery of Class A-2PFL Certificates
  	
  
87
  
	
  Section 2.10.
  	
  
Execution, Authentication and Delivery of Class Z Certificates
  	
  
87
  
	
  
ARTICLE III.
  	
  
ADMINISTRATION   AND SERVICING OF THE TRUST FUND
  	
  
87
  
	
  
Section 3.01.
  	
  
Administration of the Mortgage Loans
  	
  
87
  
	
  
Section 3.02.
  	
  
Collection of Mortgage Loan Payments
  	
  
90
  
	
  
Section 3.03.
  	
  
Collection of Taxes, Assessments and Similar Items; Servicing   Accounts; Reserve
Accounts
  	
  
92
  
	
  
Section 3.04.
  	
  
Certificate Account, Interest Reserve Account, Gain-on-Sale Reserve   Account, Additional
Interest Account, Distribution Account, Companion   Distribution Account and Floating Rate Account
  	
  
96
  
	
  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 and Floating Rate
Account
  	
  
101
  











TABLE OF CONTENTS
 (continued)

	
   
 	
   
 	
  
Page
  
	
   
 	
   
 	
  


  
	
  
Section 3.06.
  	
  
Investment of Funds in Servicing Accounts, Reserve Accounts, Floating   Rate Account,
Certificate Account, Interest Reserve Account, Distribution   Account, Companion Distribution Account, Additional Interest Account,
Gain on   Sale Reserve Account and REO Account
  	
  
110
  
	
  
Section 3.07.
  	
  
Maintenance of Insurance Policies; Errors and Omissions and Fidelity   Coverage

	
  
112
  
	
  Section 3.08.
  	
  
Enforcement of Alienation Clauses
  	
  
115
  
	
  
Section 3.09.
  	
  
Realization Upon Defaulted Mortgage Loans; Required Appraisals
  	
  
118
  
	
  
Section 3.10.
  	
  
Trustee and Custodian to Cooperate; Release of Mortgage Files
  	
  
122
  
	
  
Section 3.11.
  	
  
Servicing Compensation
  	
  
123
  
	
  
Section 3.12.
  	
  
Property Inspections; Collection of Financial Statements; Delivery of   Certain
Reports
  	
  
127
  
	
  
Section 3.13.
  	
  
Annual Statement as to Compliance
  	
  
130
  
	
  Section 3.14.
  	
  
Reports by Independent Public Accountants
  	
  
131
  
	
  
Section 3.15.
  	
  
Access to Certain Information
  	
  
132
  
	
  
Section 3.16.
  	
  
Title to REO Property; REO Account
  	
  
135
  
	
  
Section 3.17.
  	
  
Management of REO Property
  	
  
136
  
	
  
Section 3.18.
  	
  
Resolution of Defaulted Mortgage Loans and REO Properties
  	
  
140
  
	
  
Section 3.19.
  	
  
Additional Obligations of Master Servicer and Special Servicer
  	
  
144
  
	
  Section 3.20.
  	
  
Modifications, Waivers, Amendments and Consents
  	
  
145
  
	
  
Section 3.21.
  	
  
Transfer of Servicing Between Master Servicer and Special Servicer;   Record
Keeping
  	
  
152
  
	
  
Section 3.22.
  	
  
Sub-Servicing Agreements
  	
  
155
  
	
  
Section 3.23.
  	
  
Representations and Warranties of Master Servicer and Special   Servicer
  	
  
158
  
	
  
Section 3.24.
  	
  
Sub-Servicing Agreement Representation and Warranty
  	
  
160
  
	
  
Section 3.25.
  	
  
Designation of Controlling Class Representative
  	
  
161
  
	
  Section 3.26.
  	
  
Companion Paying Agent
  	
  
163
  
	
  
Section 3.27.
  	
  
Companion Register
  	
  
163
  
	
  
Section 3.28.
  	
  
Swap Contract
  	
  
164
  




- ii -









TABLE OF CONTENTS
 (continued)

	
   
 	
   
 	
  
Page
  
	
   
 	
   
 	
  


  
	
  
ARTICLE IV.
  	
  
DISTRIBUTIONS   TO CERTIFICATEHOLDERS
  	
  
166
  
	
  Section 4.01.
  	
  
Distributions
  	
  
166
  
	
  
Section 4.02.
  	
  
Statements to Certificateholders; CMSA Loan Periodic Update File
  	
  
183
  
	
  
Section 4.03.
  	
  
P&I Advances
  	
  
188
  
	
  
Section 4.04.
  	
  
Allocation of Realized Losses and Additional Trust Fund Expenses;   Allocation of Certificate
Deferred Interest; Allocation of Appraisal   Reduction Amounts
  	
  
191
  
	
  
Section 4.05.
  	
  
Calculations
  	
  
194
  
	
  
Section 4.06.
  	
  
Use of Agents
  	
  
194
  
	
  
ARTICLE V.
  	
  
THE   CERTIFICATES
  	
  
194
  
	
  Section 5.01.
  	
  
The Certificates
  	
  
194
  
	
  
Section 5.02.
  	
  
Registration of Transfer and Exchange of Certificates
  	
  
195
  
	
  
Section 5.03.
  	
  
Book-Entry Certificates
  	
  
200
  
	
  
Section 5.04.
  	
  
Mutilated, Destroyed, Lost or Stolen Certificates
  	
  
201
  
	
  
Section 5.05.
  	
  
Persons Deemed Owners
  	
  
202
  
	
  
ARTICLE VI.
  	
  
THE   DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE CONTROLLING CLASS
REPRESENTATIVE
  	
  
202
  
	
  
Section 6.01.
  	
  
Liability of Depositor, Master Servicer and Special Servicer
  	
  
202
  
	
  Section 6.02.
  	
  
Merger, Consolidation or Conversion of Depositor or Master Servicer   or Special
Servicer
  	
  
202
  
	
  
Section 6.03.
  	
  
Limitation on Liability of Depositor, Master Servicer and Special   Servicer
  	
  
203
  
	
  
Section 6.04.
  	
  
Resignation of Master Servicer and the Special Servicer
  	
  
204
  
	
  
Section 6.05.
  	
  
Rights of Depositor and Trustee in Respect of Master Servicer and the   Special
Servicer
  	
  
205
  
	
  
Section 6.06.
  	
  
Depositor, Master Servicer and Special Servicer to Cooperate with   Trustee
  	
  
205
  
	
  
Section 6.07.
  	
  
Depositor, Special Servicer, Trustee and the Paying Agent to   Cooperate with Master
Servicer
  	
  
205
  
	
  Section 6.08.
  	
  
Depositor, Master Servicer and Trustee to Cooperate with Special   Servicer
  	
  
205
  




- iii -









TABLE OF CONTENTS
 (continued)

	
   
 	
   
 	
  
Page
  
	
   
 	
   
 	
  


  
	
   
 	
   
 	
   
 
	
  
Section 6.09.
  	
  
Designation of Special Servicer by the Controlling Class and   Controlling Holders

	
  
206
  
	
  
Section 6.10.
  	
  
Master Servicer or Special Servicer as Owner of a Certificate
  	
  
207
  
	
  Section 6.11.
  	
  
The Controlling Class Representative
  	
  
208
  
	
  
ARTICLE VII.
  	
  
DEFAULT
  	
  
211
  
	
  
Section 7.01.
  	
  
Events of Default
  	
  
211
  
	
  
Section 7.02.
  	
  
Trustee to Act; Appointment of Successor
  	
  
216
  
	
  
Section 7.03.
  	
  
Notification to Certificateholders and Companion Holders
  	
  
217
  
	
  
Section 7.04.
  	
  
Waiver of Events of Default
  	
  
217
  
	
  
Section 7.05.
  	
  
Additional Remedies of Trustee Upon Event of Default
  	
  
218
  
	
  ARTICLE   VIII.
  	
  
CONCERNING   THE TRUSTEE
  	
  
218
  
	
  
Section 8.01.
  	
  
Duties of Trustee
  	
  
218
  
	
  
Section 8.02.
  	
  
Certain Matters Affecting Trustee
  	
  
219
  
	
  
Section 8.03.
  	
  
Trustee Not Liable for Validity or Sufficiency of Certificates or   Mortgage Loans

	
  
221
  
	
  
Section 8.04.
  	
  
Trustee May Own Certificates
  	
  
221
  
	
  
Section 8.05.
  	
  
Fees and Expenses of Trustee; Indemnification of Trustee
  	
  
221
  
	
  Section 8.06.
  	
  
Eligibility Requirements for Trustee
  	
  
222
  
	
  
Section 8.07.
  	
  
Resignation and Removal of Trustee
  	
  
223
  
	
  
Section 8.08.
  	
  
Successor Trustee
  	
  
224
  
	
  
Section 8.09.
  	
  
Merger or Consolidation of Trustee
  	
  
224
  
	
  
Section 8.10.
  	
  
Appointment of Co-Trustee or Separate Trustee
  	
  
225
  
	
  
Section 8.11.
  	
  
Appointment of Custodians
  	
  
226
  
	
  
Section 8.12.
  	
  
Appointment of Authenticating Agents
  	
  
226
  
	
  Section 8.13.
  	
  
Access to Certain Information
  	
  
227
  
	
  
Section 8.14.
  	
  
Appointment of REMIC Administrators
  	
  
228
  
	
  
Section 8.15.
  	
  
Representations, Warranties and Covenants of Trustee
  	
  
228
  
	
  
Section 8.16.
  	
  
Appointment of the Paying Agent
  	
  
230
  
	
  
Section 8.17.
  	
  
Reports to the Securities and Exchange Commission; Available   Information
  	
  
230
  




- iv -









TABLE OF CONTENTS
 (continued)

	
   
 	
   
 	
  Page
  
	
   
 	
   
 	
  


  
	
  
Section 8.18.
  	
  
Maintenance of Mortgage File
  	
  
233
  
	
  
ARTICLE IX.
  	
  
TERMINATION
  	
  
234
  
	
  
Section 9.01.
  	
  
Termination Upon Repurchase or Liquidation of All Mortgage Loans
  	
  
234
  
	
  
Section 9.02.
  	
  
Additional Termination Requirements
  	
  
238
  
	
  
ARTICLE X.
  	
  
ADDITIONAL   TAX PROVISIONS
  	
  
239
  
	
  Section 10.01.
  	
  
REMIC Administration
  	
  
239
  
	
  
Section 10.02.
  	
  
Administration of the Grantor Trusts
  	
  
243
  
	
  
ARTICLE XI.
  	
  
MISCELLANEOUS   PROVISIONS
  	
  
245
  
	
  
Section 11.01.
  	
  
Amendment
  	
  
245
  
	
  
Section 11.02.
  	
  
Recordation of Agreement; Counterparts
  	
  
247
  
	
  
Section 11.03.
  	
  
Limitation on Rights of Certificateholders
  	
  
247
  
	
  
Section 11.04.
  	
  
Governing Law
  	
  
248
  
	
  Section 11.05.
  	
  
Notices
  	
  
248
  
	
  
Section 11.06.
  	
  
Severability of Provisions
  	
  
249
  
	
  
Section 11.07.
  	
  
Grant of a Security Interest
  	
  
249
  
	
  
Section 11.08.
  	
  
Streit Act
  	
  
250
  
	
  
Section 11.09.
  	
  
Successors and Assigns; Beneficiaries
  	
  
250
  
	
  
Section 11.10.
  	
  
Article and Section Headings
  	
  
250
  
	
  
Section 11.11.
  	
  
Notices to Rating Agencies
  	
  
250
  
	
  Section 11.12.
  	
  
Complete Agreement
  	
  
252
  




- v -









EXHIBITS

	
  
Exhibit   Description
  	
   
 	
  
Exhibit   No.
  	
   
 	
  
Section   Reference
  	
   
 
	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  
	
  Form of   Class A-1 Certificate
  	
  
 
  	
  
A-1
  	
  
 
  	
  
Section 1.01   Definition of
   “Class A-1 Certificate”
  	
  
 
  
	
  
Form of   Class A-2PFL
  	
  
 
  	
  
A-2
  	
  
 
  	
  
Section 1.01   Definition of
   “Class A-2PFL Certificate”
  	
  
 
  
	
  
Form of   Class A-2C Certificate
  	
  
 
  	
  
A-3
  	
  
 
  	
  
Section 1.01   Definition of
   “Class A-2C Certificate”
  	
  
 
  
	
  
Form of   Class A-3 Certificate
  	
  
 
  	
  
A-4
  	
  
 
  	
  
Section 1.01   Definition of
   “Class A-3 Certificate”
  	
  
 
  
	
  Form of   Class A-PB Certificate

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




- vi -








	
  Exhibit   Description
  	
   
 	
  
Exhibit   No.
  	
   
 	
  
Section   Reference
  	
   
 
	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  
	
  
Form of   Class G Certificate
  	
   
 	
  
A-16
  	
   
 	
  
Section 1.01   Definition of
   “Class G Certificate”
  	
  
 
  
	
  
Form of   Class H Certificate
  	
   
 	
  
A-17
  	
   
 	
  
Section 1.01   Definition of
   “Class H Certificate”
  	
  
 
  
	
  Form of   Class J Certificate
  	
   
 	
  
A-18
  	
   
 	
  
Section 1.01   Definition of
   “Class J Certificate”
  	
  
 
  
	
  
Form of   Class K Certificate
  	
   
 	
  
A-19
  	
   
 	
  
Section 1.01   Definition of
   “Class K Certificate”
  	
  
 
  
	
  
Form of   Class L Certificate
  	
   
 	
  
A-20
  	
   
 	
  
Section 1.01   Definition of
   “Class L Certificate”
  	
  
 
  
	
  
Form of   Class M Certificate
  	
   
 	
  
A-21
  	
   
 	
  
Section 1.01   Definition of
   “Class M Certificate”
  	
  
 
  
	
  Form of   Class N Certificate
  	
   
 	
  
A-22
  	
   
 	
  
Section 1.01   Definition of
   “Class N Certificate”
  	
  
 
  
	
  
Form of   Class O Certificate
  	
   
 	
  
A-23
  	
   
 	
  
Section 1.01   Definition of
   “Class O Certificate”
  	
  
 
  
	
  
Form of   Class P Certificate
  	
   
 	
  
A-24
  	
   
 	
  
Section 1.01   Definition of
   “Class P Certificate”
  	
  
 
  
	
  
Form of   Class R-I Certificate
  	
   
 	
  
A-25
  	
   
 	
  
Section 1.01   Definition of
   “Class R-I Certificate”
  	
  
 
  
	
  Form of   Class R-II Certificate

	
   
 	
  
A-26
  	
   
 	
  
Section 1.01   Definition of
   “Class R-II Certificate”
  	
  
 
  
	
  
Form of   Class Z Certificate
  	
   
 	
  
A-27
  	
   
 	
  
Section 1.01   Definition of
   “Class Z Certificate”
  	
  
 
  
	
  
Mortgage   Loan Schedule
  	
   
 	
  
B
  	
   
 	
  
Section 1.01   Definition of
   “Mortgage Loan Schedule”
  	
  
 
  
	
  
Schedule of   Exceptions to Mortgage File Delivery
  	
   
 	
  
C-1
  	
   
 	
  
Section   2.02(a)
  	
  
 
  
	
  Form of   Custodial Certification

	
   
 	
  
C-2
  	
   
 	
  
Section   2.02(b)
  	
  
 
  




- vii -








	
  
Exhibit   Description
  	
   
 	
  
Exhibit   No.
  	
   
 	
  
Section   Reference
  	
   
 
	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  
	
  Form of   Master Servicer Request for
Release
  	
  
 
  	
  
D-1
  	
  
 
  	
  
Section 1.01   Definition of
   “Request for Release”; Section
2.03(b);
  	
  
 
  
	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
Section   3.10(a); and
  	
  
 
  
	
  
 
  	
  
 
  	
   
 	
  
 
  	
  
Section   3.10(b)
  	
  
 
  
	
  
Form of   Special Servicer Request for Release
  	
  
 
  	
  
D-2
  	
  
 
  	
  
Section 1.01   Definition of
   “Request for Release”; Section 3.10(b)

	
  
 
  
	
  Calculation   of NOI/Debt Service Coverage
Ratios
  	
  
 
  	
  
E
  	
  
 
  	
  
Section 1.01   Definition of
   “Net Operating Income”
  	
  
 
  
	
  
Reserved.
  	
  
 
  	
  
F
  	
  
 
  	
  
 
  	
  
 
  
	
  
Form of   Transferor Certificate
  	
  
 
  	
  
G-1
  	
  
 
  	
  
Section   5.02(b)
  	
  
 
  
	
  
Form of   Transferee Certificate for QIBs
  	
  
 
  	
  
G-2
  	
  
 
  	
  
Section   5.02(b)
  	
  
 
  
	
  Form of   Transferee Certificate for
Non-QIBs
  	
  
 
  	
  
G-3
  	
  
 
  	
  
Section   5.02(b)
  	
  
 
  
	
  
Form of   Transferee Certificate
  	
  
 
  	
  
H
  	
  
 
  	
  
Section   5.02(c)
  	
  
 
  
	
  
Form of   Transfer Affidavit and Agreement Pursuant to Section 5.02(d)(i)(B)
  	
  
 
  	
  
I-1
  	
  
 
  	
  
Section   5.02(d)(i)(B)
  	
  
 
  
	
  
Form of   Transferor Certificate Pursuant to Section 5.02(d)(i)(D)
  	
  
 
  	
  
I-2
  	
  
 
  	
  
Section   5.02(d)(i)(D)
  	
  
 
  
	
  Form of   Notice and Acknowledgment

	
  
 
  	
  
J-1
  	
  
 
  	
  
Section 6.09
  	
  
 
  
	
  
Form of   Acknowledgment of Proposed Special Servicer
  	
  
 
  	
  
J-2
  	
  
 
  	
  
Section 6.09
  	
  
 
  
	
  
Form of   Certificateholder Confirmation Certificate Request by Beneficial Holder

	
  
 
  	
  
K-1
  	
  
 
  	
  
Section 1.01   Definition of
   “Privileged Person”; Section 3.15(a)

	
  
 
  
	
  
Form of   Prospective Purchaser Certificate
  	
  
 
  	
  
K-2
  	
  
 
  	
  
Section   3.15(a)
  	
  
 
  
	
  Initial   Companion Holders
  	
  
 
  	
  
L
  	
  
 
  	
  
Section 3.27
  	
  
 
  




- viii -








	
  
Exhibit   Description
  	
   
 	
  
Exhibit   No.
  	
   
 	
  
Section   Reference
  	
   
 
	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  
	
  Reserved
  	
  
 
  	
  
M
  	
  
 
  	
  
 
  	
  
 
  
	
  
Form of   Purchase Option Notice
  	
  
 
  	
  
N
  	
  
 
  	
  
Section   3.18(e)
  	
  
 
  
	
  
Form of   Defeasance Certificate
  	
  
 
  	
  
O
  	
  
 
  	
  
Section   3.20(h)
  	
  
 
  
	
  
Form of   Depositor Certification
  	
  
 
  	
  
P
  	
  
 
  	
  
Section   8.17(b)
  	
  
 
  
	
  Form of   Trustee Certification
  	
  
 
  	
  
Q
  	
  
 
  	
  
Section   8.17(c)
  	
  
 
  
	
  
Form of   Master Servicer Certification
  	
  
 
  	
  
R
  	
  
 
  	
  
Section   8.17(c)
  	
  
 
  
	
  
Form of   Special Servicer Certification
  	
  
 
  	
  
S
  	
  
 
  	
  
Section   8.17(c)
  	
  
 
  
	
  
Class A-PB   Planned Principal Balance Table
  	
  
 
  	
  
T
  	
  
 
  	
  
Section 1.01   Definition of
   “Class A-PB Planned Principal Amount”

	
  
 
  



- ix -









POOLING AND SERVICING AGREEMENT


                    This
Pooling and Servicing Agreement (this “Agreement”) is dated and effective as of October 1, 2005, among WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer, LNR PARTNERS, INC., 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.  For federal income tax purposes, the interests defined in the
table below the heading “REMIC II” as “Corresponding REMIC I Regular Interests” are the “regular
interests” in REMIC I.


REMIC II


                    As
provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as
a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II.” 
The Class R-II Certificates will evidence the sole class of “residual interests” in REMIC II for purposes of the
REMIC Provisions under federal income tax law.  For federal income tax purposes, each Class of the Regular Certificates (other
than the Class IO Certificates) and the Class A-2PFL Regular Interest will be designated as a separate “regular
interest” in REMIC II for purposes of the REMIC Provisions under federal income tax law.  Each of the
“Corresponding Components of Class IO Certificates” is a “regular
interest” in REMIC II and the Class IO Certificates represent such Corresponding Components.


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


1








	
  Corresponding

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


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 
	
  Class A-1
  	
  
 
  	
  
69,659,000
  	
  
 
  	
  
LA-1
  	
  
 
  	
  
69,659,000
  	
  
 
  	
  
(2)
  	
  
 
  	
  
IO-A-1
  	
  
 
  
	
  
Class A-2PFL
  	
  
 
  	
  
428,194,000
  	
  
 
  	
  
LA-2PFL(3)
  	
  
 
  	
  
428,194,000
  	
  
 
  	
  
(2)
  	
  
 
  	
  
IO-A-2PFL
  	
  
 
  
	
  Class A-2C
  	
  
 
  	
  
177,270,000
  	
  
 
  	
  
LA-2C
  	
  
 
  	
  
177,270,000
  	
  
 
  	
  
(2)
  	
  
 
  	
  
IO-A-2C
  	
  
 
  
	
  
Class A-3
  	
  
 
  	
  
183,113,000
  	
  
 
  	
  
LA-3
  	
  
 
  	
  
183,113,000
  	
  
 
  	
  
(2)
  	
  
 
  	
  
IO-A-3
  	
  
 
  
	
  Class A-PB
  	
  
 
  	
  
148,638,000
  	
  
 
  	
  
LA-PB
  	
  
 
  	
  
148,638,000
  	
  
 
  	
  
(2)
  	
  
 
  	
  
IO-A-PB
  	
  
 
  
	
  
Class A-4
  	
  
 
  	
  
917,453,000
  	
  
 
  	
  
LA-4
  	
  
 
  	
  
917,453,000
  	
  
 
  	
  
(2)
  	
  
 
  	
  
IO-A-4
  	
  
 
  
	
  Class A-1A
  	
  
 
  	
  
350,788,000
  	
  
 
  	
  
LA-1A
  	
  
 
  	
  
350,788,000
  	
  
 
  	
  
(2)
  	
  
 
  	
  
IO-A-1A
  	
  
 
  
	
  
Class A-M
  	
  
 
  	
  
325,017,000
  	
  
 
  	
  
LA-M
  	
  
 
  	
  
325,017,000
  	
  
 
  	
  
(2)
  	
  
 
  	
  
IO-A-M
  	
  
 
  
	
  Class A-J
  	
  
 
  	
  
215,323,000
  	
  
 
  	
  
LA-J
  	
  
 
  	
  
215,323,000
  	
  
 
  	
  
(2)
  	
  
 
  	
  
IO-A-J
  	
  
 
  
	
  
Class B
  	
  
 
  	
  
65,003,000
  	
  
 
  	
  
LB
  	
  
 
  	
  
65,003,000
  	
  
 
  	
  
(2)
  	
  
 
  	
  
IO-B
  	
  
 
  
	
  Class C
  	
  
 
  	
  
32,502,000
  	
  
 
  	
  
LC
  	
  
 
  	
  
32,502,000
  	
  
 
  	
  
(2)
  	
  
 
  	
  
IO-C
  	
  
 
  
	
  
Class D
  	
  
 
  	
  
60,941,000
  	
  
 
  	
  
LD
  	
  
 
  	
  
60,941,000
  	
  
 
  	
  
(2)
  	
  
 
  	
  
IO-D
  	
  
 
  
	
  Class E
  	
  
 
  	
  
36,564,000
  	
  
 
  	
  
LE
  	
  
 
  	
  
36,564,000
  	
  
 
  	
  
(2)
  	
  
 
  	
  
IO-E
  	
  
 
  
	
  
Class F
  	
  
 
  	
  
40,627,000
  	
  
 
  	
  
LF
  	
  
 
  	
  
40,627,000
  	
  
 
  	
  
(2)
  	
  
 
  	
  
IO-F
  	
  
 
  
	
  Class G
  	
  
 
  	
  
32,502,000
  	
  
 
  	
  
LG
  	
  
 
  	
  
32,502,000
  	
  
 
  	
  
(2)
  	
  
 
  	
  
IO-G
  	
  
 
  
	
  
Class H
  	
  
 
  	
  
40,627,000
  	
  
 
  	
  
LH
  	
  
 
  	
  
40,627,000
  	
  
 
  	
  
(2)
  	
  
 
  	
  
IO-H
  	
  
 
  
	
  Class J
  	
  
 
  	
  
16,250,000
  	
  
 
  	
  
LJ
  	
  
 
  	
  
16,250,000
  	
  
 
  	
  
(2)
  	
  
 
  	
  
IO-J
  	
  
 
  
	
  
Class K
  	
  
 
  	
  
16,251,000
  	
  
 
  	
  
LK
  	
  
 
  	
  
16,251,000
  	
  
 
  	
  
(2)
  	
  
 
  	
  
IO-K
  	
  
 
  
	
  Class L
  	
  
 
  	
  
16,251,000
  	
  
 
  	
  
LL
  	
  
 
  	
  
16,251,000
  	
  
 
  	
  
(2)
  	
  
 
  	
  
IO-L
  	
  
 
  
	
  
Class M
  	
  
 
  	
  
8,126,000
  	
  
 
  	
  
LM
  	
  
 
  	
  
8,126,000
  	
  
 
  	
  
(2)
  	
  
 
  	
  
IO-M
  	
  
 
  
	
  Class N
  	
  
 
  	
  
12,188,000
  	
  
 
  	
  
LN
  	
  
 
  	
  
12,188,000
  	
  
 
  	
  
(2)
  	
  
 
  	
  
IO-N
  	
  
 
  
	
  
Class O
  	
  
 
  	
  
8,125,000
  	
  
 
  	
  
LO
  	
  
 
  	
  
8,125,000
  	
  
 
  	
  
(2)
  	
  
 
  	
  
IO-O
  	
  
 
  
	
  Class P
  	
  
 
  	
  
48,753,041
  	
  
 
  	
  
LP
  	
  
 
  	
  
48,753,041
  	
  
 
  	
  
(2)
  	
  
 
  	
  
IO-P
  	
  
 
  




 

	
  


  
	
  
(1)
  	
  
The REMIC I Regular   Interest or Interests and the Components of the Class IO Certificates
that   correspond to any particular Class of Sequential Pay Certificates also   correspond to each other and, accordingly, constitute
the Corresponding REMIC   I Regular Interest and the Corresponding Components (if any), respectively, with   respect to each
other.
  
	
  
 
  	
  
 
  
	
  (2)
  	
  
The Weighted Average Net   Mortgage Rate.
  
	
  
 
  	
  
 
  
	
  
(3)
  	
  
REMIC I Regular Interest   LA-2PFL does not correspond to any Class of Certificates, but
rather   corresponds to the Class A-2PFL Regular Interest.
  




                    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 such Additional Interest
Grantor Trust.  The Class A-2PFL Regular Interest, the Swap Contract, the Floating Rate


- 2 -









Account and the proceeds thereof shall be treated as another grantor trust (the “A-2PFL
Grantor Trust”) for federal income tax purposes.  The Class A-2PFL Certificates represent an undivided beneficial
interest in the Class A-2PFL 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 eleven (11) mortgage loans referred to in this Agreement as the NGP Rubicon GSA Pool Companion Loan, the 1000 & 1100
Wilson Companion Loan, the Metropolitan Square Companion Loan, the San Felipe Plaza Companion Loan, the 2500 City West Companion
Loan, the Bryan Tower Companion Loan, the FBI Office Building Companion Loan, Abbott Laboratories Companion Loan, the Lowe’s -
Windham, ME Companion Loan the Sonoma Valley Inn Companion Loan and the Holiday Inn Express and Suites - Tampa, FL Companion Loan
(each, a “Companion Loan” and collectively the “Companion Loans”) are not part of the Trust Fund
but are secured by the same Mortgages that secure certain related Mortgage Loans that are respectively identified on the Mortgage
Loan Schedule as the NGP Rubicon GSA Pool Loan (loan number 2), the 1000
& 1100 Wilson Loan (loan number 3), the Metropolitan Square Loan (loan number 5), San Felipe Plaza Loan (loan number 6), 2500
City West Loan (loan number 9), the Bryan Tower Loan (loan number 10), the FBI Office Building Loan (loan number 35), the Abbott
Laboratories Loan (loan number 41), the Lowe’s - Windham, ME Loan (loan number 64), Sonoma Valley Inn Loan (loan number 68), and
the Holiday Inn Express and Suites - Tampa, FL Loan (loan number 97), (each, a “Co-Lender Loan” and collectively,
the “Co-Lender Loans”) that are part of the Trust Fund.  The NGP Rubicon GSA Pool Loan and the NGP Rubicon GSA
Pool Companion Loan are pari passu with each other.  The 1000 & 1100 Wilson Loan and the 1000 & 1100 Wilson
Companion Loan are pari passu with each other.  As and to the extent provided herein, each of the Companion Loans, except
the NGP Rubicon Pool GSA Companion Loan and the 1000 & 1100 Wilson Companion Loan, will be
serviced and administered in accordance with this Agreement.  The 1000 & 1100 Wilson Loan and the 1000 & 1100 Wilson
Companion Loan will be serviced and administered in accordance with the Pooling and Servicing Agreement (the “2005-C20
Pooling and Servicing Agreement”), dated as of August 1, 2005, by and among Wachovia Commercial Mortgage Securities, Inc.,
as depositor (the “2005-C20 Depositor”), Wachovia Bank, National Association, as master servicer (the
“2005-C20 Master Servicer”), CWCapital Asset Management LLC, as special servicer (the “2005-C20 Special
Servicer”), LaSalle Bank National Association, as trustee (the “2005-C20 Trustee”) and ABN AMRO Bank N.V.,
as fiscal agent, pursuant to which the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2005-C20 were issued.  The NGP Rubicon GSA Pool Loan and the NGP Rubicon GSA Pool Companion Loan will be
serviced and administered in accordance with the 2005-C20 Pooling and Servicing Agreement.  Amounts attributable to the
Companion Loans will not be assets of the Trust Fund and will be owned by the Companion Holders.


- 3 -









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.


                    “1000
& 1100 Wilson Intercreditor Agreement”:  The Intercreditor and Servicing Agreement, dated as of June 13, 2005 by
and between Wachovia Bank, National Association, as Lead Lender, and Wachovia Bank, National Association as Co-Lender, relating to
the 1000 & 1100 Wilson Whole Loan.


                    “1000
& 1100 Wilson Loan”:  That certain mortgage loan which is included in the Trust Fund (identified as loan number 3
on the Mortgage Loan Schedule).


                    “1000
& 1100 Wilson Pari Passu Companion Loan”:  That certain loan evidenced by a note, which is not an asset of the
Trust Fund, secured by the Mortgaged Property securing the 1000 & 1100 Wilson Loan and pari passu with the 1000 & 1100
Wilson Loan.


                    “1000
& 1100 Wilson Whole Loan”:  The 1000 & 1100 Wilson Loan, together with the 1000 & 1100 Wilson Pari Passu
Companion Loan.


                    “2005-C20
Controlling Class Representative”:  The “Controlling Class Representative” as defined in the 2005-C20 Pooling
and Servicing Agreement.


                    “2005-C20
Depositor”:  As defined in the Preliminary Statement.


                    “2005-C20
Master Servicer”:  As defined in the Preliminary Statement.


                    “2005-C20
Mortgage Loan Purchase Agreements”:  The “Mortgage Loan Purchase Agreements” as defined in the 2005-C20
Pooling and Servicing Agreement.


                    “2005-C20
Pooling and Servicing Agreement”:  As defined in the Preliminary Statement.


                    “2005-C20
Serviced Mortgage Loans”:  The NGP Rubicon GSA Pool Loan and the 1000 & 1100 Wilson Loan.


                    “2005-C20
Special Servicer”:  As defined in the Preliminary Statement.


                    “2005-C20
Trustee”:  As defined in the Preliminary Statement.


                    “2500
City West Companion Loan”:  That certain loan evidenced by a note, which is not an asset of the Trust Fund, secured by
the Mortgaged Property securing the 2500 City West Loan.


- 4 -









                    “2500
City West Control Appraisal Event”:  “Control Appraisal Event” as such term is defined in the 2500 City West
Intercreditor Agreement.


                    “2500
City West Controlling Holder”:  “Controlling Holder” as such term is defined in the 2500 City West
Intercreditor Agreement.


                    “2500
City West Intercreditor Agreement”:  The Agreement among Noteholders, dated as of August 4, 2005 by and between Nomura
Credit & Capital, Inc., as Initial Note A Holder and Nomura Credit & Capital, Inc., as Initial Note B Holder relating to the
2500 City West Loan Pair.


                    “2500
City West Loan”:  That certain mortgage loan which is included in the Trust Fund (identified as loan number 9 on the
Mortgage Loan Schedule).


                    “2500
City West Loan Pair”:  The 2500 City West Loan, together with the 2500 City West Companion Loan.


                    “Abbott
Laboratories Companion Holder”:  The holder of the Abbott Laboratories Companion Loan.


                    “Abbott
Laboratories Control Appraisal Event”:  “Control Appraisal Event” as such term is defined in the Abbott
Laboratories Intercreditor Agreement.


                    “Abbott
Laboratories Intercreditor Agreement”:  The Intercreditor Agreement Among Note holders, dated as of April 1, 2002, by
and between Wachovia Bank, National Association, as Initial Note A Holder and Capital Lease, LP Funding, LLC as amended by that
certain Intercreditor Agreement Supplement dated August 9, 2005 by and between Caplease, LP and Wachovia Bank, National
Association.


                    “Abbott
Laboratories Loan”:  That certain Mortgage Loan identified on the Mortgage Loan Schedule as loan number 41.


                    “Abbott
Laboratories Loan Pair”:  The Abbott Laboratories Loan and the Abbott Laboratories Companion Loan.


                    “Abbott
Laboratories Companion Loan”:  That certain loan evidenced by a note, which is not an asset of the Trust Fund, secured
by the Mortgaged Property securing the Abbott Laboratories Loan.


                    “Accrued
Certificate Interest”:  With respect to any Class of Regular Certificates (other than the Class IO Certificates) and
the Class A-2PFL Regular Interest for any Distribution Date, one month’s interest at the Pass-Through Rate applicable to such
Class of Certificates or Class A-2PFL Regular Interest, as applicable, for such Distribution Date, accrued for the related Interest
Accrual Period on all of the Class Principal Balance outstanding immediately prior to such Distribution Date; and, with respect to
the Class IO Certificates for any Distribution Date, the sum of the related Accrued Component Interest for the related Interest
Accrual Period for all of their respective Components for such Distribution Date. Except with respect to the Class A-2PFL
Certificates, Accrued Certificate Interest shall be calculated on
a 30/360 Basis and, for any 


- 5 -









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-2PFL 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-2PFL
Distribution Conversion has occurred Accrued Certificate Interest with respect to the Class A-2PFL Certificates shall be the same as
for the Class A-2PFL Regular Interest .


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


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


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


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


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


                    “Additional
Interest Account”:  The segregated account, accounts or subaccounts created and maintained by the Trustee pursuant to
Section 3.04(d) which shall be entitled “Wells Fargo Bank, N.A., as Trustee, in trust for the registered holders of Wachovia
Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C21, Additional Interest
Account.”  The Additional Interest Account shall not be an asset of any REMIC created hereunder.


- 6 -









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


                    “Additional
Yield Amount”:


                    (a)          With
respect to any Distribution Date and any Class of Regular Certificates (other than the Class IO Certificates and any Excluded Class)
or the Class A-2PFL 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-2PFL
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-2PFL 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.


- 7 -









                    (b)          With
respect to any Distribution Date and any Class of Regular Certificates (other than the Class IO Certificates and any Excluded Class)
or the Class A-2PFL 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-2PFL 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-2PFL 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 the Class IO
Certificates and any Excluded Class) or the Class A-2PFL 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 such Class of
Regular Certificates or the Class A-2PFL 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-2PFL Regular Interest.


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


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


                    “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.


- 8 -









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


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


                    “Appraisal
Reduction Amount”:  The excess, if any, of (a) the sum of (without duplication), as calculated by the Master
Servicer as of the first Determination Date immediately succeeding the Master Servicer obtaining knowledge of the occurrence of the
Required Appraisal Date if no new Required Appraisal is required or the date on which a Required Appraisal (or letter update or
internal valuation, if applicable) is obtained and each Determination Date thereafter so long as the related Mortgage Loan remains a
Required Appraisal Mortgage Loan, (i) the Stated Principal Balance of the subject Required Appraisal Mortgage Loan (including,
for such purposes, any related Pari Passu Companion Loan or Subordinate Companion Loan serviced hereunder), (ii) to the extent
not previously advanced by or on behalf of the Master
Servicer, the Trustee, (or with respect to the 2005-C20 Serviced Mortgage Loans, by the 2005-C20 Master Servicer) all unpaid interest
on the Required Appraisal Mortgage Loan (including, for such purposes, any related Pari Passu Companion Loan or Subordinate Companion
Loan serviced hereunder to the extent the Master Servicer has actual knowledge of such advance) through the most recent Due Date
prior to such Determination Date at a per annum rate equal to the related Net Mortgage Rate (exclusive of any portion thereof that
constitutes Additional Interest), (iii) all accrued but unpaid Servicing Fees and all accrued but unpaid Additional Trust Fund
Expenses in respect of such Required Appraisal Mortgage Loan (including, for such purposes, any related Pari Passu Companion Loan or
Subordinate Companion Loan serviced hereunder) plus, the 2005-C20 Serviced Mortgage Loans any similar fees and expenses (to the
extent the Master Servicer has actual knowledge of such fees and expenses) payable under the
2005-C20 Pooling and Servicing Agreement, (iv) all related unreimbursed Advances and any Advances related to such Required
Appraisal Mortgage Loan (including, for such purposes, any related Pari Passu Companion Loan or Subordinate Companion Loan serviced
hereunder) that were reimbursed out of general collections from the 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 (or in
the case of a Pari Passu Mortgage Loan or the Pari Passu Companion Loans, its pro rata portion of the Required Appraisal Value
based on its outstanding principal balance and the outstanding principal balance of the
related Whole Loan) and (ii) all escrows, reserves and letters of credit held for the purposes of reserves
(provided, such letters of credit may be drawn upon for reserve purposes under the related Mortgage Loan document) held
with respect to such Required Appraisal Mortgage Loan.  If the Special Servicer fails to obtain a Required Appraisal (or letter
update or internal valuation, if applicable) within the time limit


- 9 -









described in Section 3.09(a), the Appraisal Reduction Amount for the related Required Appraisal
Mortgage Loan will equal 25% of the outstanding principal balance of such Required Appraisal Mortgage Loan (including, for such
purposes, any related Pari Passu Companion Loan or Subordinate Companion Loan serviced hereunder to be adjusted upon receipt of a
Required Appraisal or letter update or internal valuation, if applicable.  In the event a Mortgagor fails to make a Balloon
Payment on a scheduled maturity date and no Appraisal has been received within 120 days of such failure, the Appraisal Reduction
Amount for the related Mortgage Loan (including, for such purposes, any related Pari Passu Companion Loan or Subordinate Companion
Loan serviced hereunder) will equal 25% of the outstanding principal balance of such Mortgage Loan (including, for such purposes, any
related Pari Passu Companion Loan or Subordinate Companion Loan serviced hereunder), to be adjusted
upon receipt of the new Appraisal.  Any Appraisal Reduction Amount for a Co-Lender Loan shall be allocated as provided in
Section 4.04(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 October 1, 2005, between
the Depositor and Artesia and relating to the transfer of the Artesia Mortgage Loans to the Depositor.


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


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


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


                    “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


- 10 -









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 (including, with respect to the
2005-C20 Serviced Mortgage Loans any amounts remitted by or advanced pursuant to the 2005-C20 Pooling and Servicing Agreement) with
respect to each Mortgage Loan (a) the sum 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-2PFL Certificates) and the Class A-2PFL
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 or, if such year is
not a leap year, in January, the aggregate of the Interest Reserve Amounts in respect of each Interest Reserve Loan deposited into
the Distribution Account pursuant to Section 3.05(d), net of (b) the portion of the
amount described in subclauses (a)(i) and (a)(iii) of this definition that represents one or more of the following: (i) collected
Periodic Payments that are due on a Due Date following the end of the related Collection Period, (ii) any amounts payable or
reimbursable to any Person from the (A) Certificate Account pursuant to clauses (ii) - (xv), (xix) and (xx) - (xxii) of Section
3.05(a) or (B) the Distribution Account pursuant to clauses (ii) - (vii) of Section 3.05(b), (iii) Prepayment Premiums and Yield
Maintenance Charges, (iv) Additional Interest, (v) with respect to the Distribution Date occurring in February of each year and in
January of each year that is not a leap year, the Interest Reserve Amounts with respect to the Interest Reserve Loans to be withdrawn
from the Certificate Account and remitted to the Trustee for deposit in the Interest Reserve Account in respect of such Distribution
Date and held for future distribution pursuant to Section 3.04(c), and (vi) any 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.


- 11 -









                    “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.


                    “Bryan
Tower Companion Loan”:  That certain loan evidenced by a note, which is not an asset of the Trust Fund, secured by the
Mortgaged Property securing the Bryan Tower Loan.


                    “Bryan
Tower Intercreditor Agreement”:  The Intercreditor and Servicing Agreement, dated on or about October 28, 2005 by and
between Wachovia Bank, National Association, as Lead Lender and Wachovia Bank, National Association, as Co-Lender relating to the
Bryan Tower Loan Pair.


                    “Bryan
Tower Loan”  That certain mortgage loan which is included in the Trust Fund (identified as loan number 10 on the
Mortgage Loan Schedule).


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


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


                    “Caplease
Intercreditor Agreement”:  The intercreditor agreement related to the Caplease Loans and the Caplease Companion
Loans.


                    “Caplease
Companion Loans”:  The Abbott Laboratories Companion Loan, the FBI Office Building Companion Loan and the Lowe’s -
Windham, ME Companion Loan.


- 12 -









                    “Caplease
Loans”:  The Abbott Laboratories Loan, the FBI Office Building Loan and the Lowe’s - Windham, ME Loan.


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


                    “Certificate”: 
Any one of the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C21, as executed
by the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


                    “Certificate
Account”:  The segregated account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a)
on behalf of the Trustee in trust for Certificateholders, which shall be entitled “Wachovia Bank, National Association, as
Master Servicer for Wells Fargo Bank, N.A., as Trustee, on behalf of and in trust for the registered holders of Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C21.”  Subject to the related
Intercreditor Agreement and taking into account that (i) each Subordinate Companion Loan is subordinate to its related Co-Lender Loan
to the extent set forth in the related Intercreditor Agreement and (ii) each Pari Passu Companion Loan is pari passu with the
related Pari Passu Mortgage Loan, each subaccount
described in the next to last paragraph of Section 3.04(a) that is part of the Certificate Account shall be for the benefit of the
related Companion Holder, to the extent funds on deposit in such subaccount are attributed to the related Companion Loan.


                    “Certificate
Deferred Interest”:  The amount by which interest distributable to any Class of Sequential Pay Certificates (other than
the Class A-2PFL Certificates) or the Class A-2PFL Regular Interest as applicable, is reduced by the amount of Mortgage Deferred
Interest allocable to such Class of Certificates or the Class A-2PFL Regular Interest on any Distribution Date.


                    “Certificate
Factor”:  With respect to any Class of Regular Certificates and the Class A-2PFL 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 or Class IO Notional Amount, as applicable, of such Class of Regular Certificates or the Class A-2PFL Certificates and the
denominator of which is the Original Class Principal Balance or Original Notional Amount of such Class of Regular Certificates or the
Class A-2PFL Certificates, as applicable.


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


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


- 13 -









                    “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 Certificate Principal Balance of the Class A-2PFL Certificates shall be equal at all times to the Certificate
Principal Balance of the Class A-2PFL 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, the 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, the Mortgage Loan Seller, the
Master Servicer, the Special Servicer or the Trustee, as the case may be, or any Certificate registered in the name of any of their
respective Affiliates, shall be deemed not to be outstanding, and the Voting Rights to which it is entitled shall not be taken into
account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval or waiver
that relates to it has been obtained.  The Certificate Registrar shall be entitled to request and rely upon a certificate of the
Depositor, the Master Servicer or the Special Servicer in determining whether a Certificate is registered in the name of an Affiliate
of such Person.  All references herein to “Holders” or “Certificateholders” shall reflect the rights of
Certificate Owners as they may indirectly exercise such rights through the Depository and
the Depository Participants, except as otherwise specified herein; provided, however, that the parties hereto shall be
required to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is
registered in the Certificate Register.


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


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


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


                    “Class
A-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.


- 14 -









                    “Class
A-2PFL Available Funds”:  With respect to any Distribution Date, will equal the sum of (i) the total amount of all
principal and/or interest distributions on or in respect of the Class A-2PFL 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
allocated in respect of the Class A-2PFL Regular Interest) required to be paid to the Swap Counterparty pursuant to the Swap Contract
for such Distribution Date.


                    “Class
A-2PFL Certificate”:  Any one of the Certificates with a “Class A-2PFL” designation on the face thereof,
substantially in the form of Exhibit A-2 attached hereto, and evidencing an undivided beneficial interest in the Class A-2PFL Grantor
Trust.


                    “Class
A-2PFL 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 3.28 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-2PFL 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-2PFL Regular Interest, as specified in Section 4.01(m).


                    “Class
A-2PFL Grantor Trust”:  That certain “grantor trust” (within the meaning of the Grantor Trust Provisions),
the assets of which are the Class A-2PFL Grantor Trust Assets.


                    “Class
A-2PFL Grantor Trust Assets”:  The segregated pool of assets consisting of the Class A-2PFL Regular Interest, the Swap
Contract, the Floating Rate Account and the proceeds thereof, the beneficial ownership of which is represented by the Class A-2PFL
Certificates.


                    “Class
A-2PFL 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-2PFL Regular Interest for such Distribution Date and (ii) the Floating Swap
Payment, less (iii) the Fixed Swap Payment for such Distribution Date.


                    “Class
A-2PFL Principal Distribution Amount”:  With respect to any Distribution Date, an amount equal to the amount of
principal allocated pursuant to Section 4.01 in respect of the Class A-2PFL Regular Interest on such Distribution Date.


                    “Class
A-2PFL Regular Interest”:  The uncertificated interest in REMIC II, designated as “Class A-2PFL”,
constituting a “regular interest” in REMIC II for purposes of the REMIC Provisions and having the characteristics
attributable thereto in this Agreement.



                    “Class
A-2C Certificate”:  Any one of the Certificates with a “Class A-2C” 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.


- 15 -









                    “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-4 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-6 attached hereto, and evidencing a “regular interest” in REMIC II for purposes of
the REMIC Provisions.


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


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


                    “Class
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-10 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-9 hereto, and evidencing a “regular interest” in REMIC II for purposes of the REMIC
Provisions.


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


                    “Class
A-PB Planned Principal Amount”:  The planned principal amount set forth on Exhibit S hereto relating to principal
payments for the Class A-PB Certificates.


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


                    “Class
C Certificate”:  Any one of the Certificates with a “Class C” 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
D Certificate”:  Any one of the Certificates with a “Class D” 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
E Certificate”:  Any one of the Certificates with a “Class E” 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.


- 16 -









                    “Class
F Certificate”:  Any one of the Certificates with a “Class F” 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
G Certificate”:  Any one of the Certificates with a “Class G” 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
H Certificate”:  Any one of the Certificates with a “Class H” 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
J Certificate”:  Any one of the Certificates with a “Class J” 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
K Certificate”:  Any one of the Certificates with a “Class K” 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
L Certificate”:  Any one of the Certificates with a “Class L” 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
M Certificate”:  Any one of the Certificates with a “Class M” 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
N Certificate”:  Any one of the Certificates with a “Class N” 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
O Certificate”:  Any one of the Certificates with a “Class O” 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
P Certificate”:  Any one of the Certificates with a “Class P” 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
Principal Balance”:  The aggregate principal balance of any Class of Sequential Pay Certificates or the Class A-2PFL
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-2PFL 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


- 17 -









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-2PFL 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-2PFL 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-2PFL Certificates shall be equal at all times to the Class Principal Balance of the Class A-2PFL Regular
Interest.



                    “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-25 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-26 attached hereto, and evidencing the sole class of “residual interests” in REMIC
II for purposes of the REMIC Provisions.



                    “Class
Z Certificate”:  Any one of the Certificates with a “Class Z” designation on the face thereof, substantially
in the form of Exhibit A-28 attached hereto, and evidencing a proportionate interest in the Additional Interest that is described in
Section 4.01(b).



                    “Closing
Date”:  October 27, 2005.



                    “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.


- 18 -










                    “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 March 31, 2006, and (b) annual financial statements beginning with annual financial statements for the 2006 fiscal
year.



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



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



                    “CMSA
Historical Liquidation Report”:  The report substantially in the form of, and containing the information called for in,
the downloadable form of the “Historical Liquidation Report” available as of the Closing Date on the CMSA Website, or such
other form 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.


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                    “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 March 31, 2006 and (b) annual financial statements beginning with annual financial
statements for the 2006 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.


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



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



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



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



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



                    “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 Loans, the separate
account(s) or subaccount(s) created and maintained by the Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of
the Companion Holders, which shall be entitled “Wachovia Bank, National Association, as Companion Paying Agent for the Companion
Holders of the Companion Loans relating to the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2005-C21”  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).


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                    “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) the trust created under the 2005-C20 Pooling and Servicing
Agreement with respect to the NGP Rubicon GSA Pool Companion Loan and the 1000 & 1100 Wilson Companion Loan, (ii) Nomura Credit
& Capital, Inc. with respect to the 2500 City West Companion Loan and the San Felipe Plaza Companion Loan, (iii) Arbor Realty
Funding LLC with respect to the Metropolitan Square Companion Loan, (iv) Wachovia Bank, N.A. with respect to the Bryan Tower
Companion Loan, (v) Capital Lease, L.P. with respect to the Caplease Companion Loans, and (vi) CBA-Mezzanine Capital Finance, LLC,
with respect to the Mezz Cap Companion
Loans.



                    “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 IO-A-1, Component IO-A-2PFL, Component IO-A-2C, Component IO-A-3, Component IO-A-PB, Component IO-A-4, Component
IO-A-1A, Component IO-A-M, Component IO-A-J, Component IO-B, Component IO-C, Component IO-D, Component IO-E, Component IO-F,
Component IO-G, Component IO-H, Component IO-J, Component IO-K, Component IO-L, Component IO-M, Component IO-N, Component IO-O and
Component IO-P.



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



                    “Component
IO-A-1”:  One of 23 components of the Class IO Certificates having a Component Notional Amount equal to the then
current REMIC I Principal Balance of REMIC I Regular Interest LA-1 as of any date of determination.



                    “Component
IO-A-2PFL”:  One of 23 components of the Class IO Certificates and having a Component Notional Amount equal to the then
current REMIC I Principal Balance of REMIC I Regular Interest LA-2PFL as of any date of determination.



                    “Component
IO-A-2C”:  One of 23 components of the Class IO Certificates having a Component Notional Amount equal to the then
current REMIC I Principal Balance of REMIC I Regular Interest LA-2C as of any date of determination.



                    “Component
IO-A-3”:  One of 23 components of the Class IO Certificates having a Component Notional Amount equal to the then
current REMIC I Principal Balance of REMIC I Regular Interest LA-3 as of any date of determination.


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                    “Component
IO-A-PB”:  One of 23 components of the Class IO Certificates having a Component Notional Amount equal to the then
current REMIC I Principal Balance of REMIC I Regular Interest LA-PB as of any date of determination.



                    “Component
IO-A-4”:  One of 23 components of the Class IO Certificates having a Component Notional Amount equal to the then
current REMIC I Principal Balance of REMIC I Regular Interest LA-4 as of any date of determination.



                    “Component
IO-A-1A”:  One of 23 components of the IO having a Component Notional Amount equal to the then current REMIC I
Principal Balance of REMIC I Regular Interest A-1A as of any date of determination.



                    “Component
IO-A-M”:  One of 23 components of the Class IO Certificates having a Component Notional Amount equal to the then
current REMIC I Principal Balance of REMIC I Regular Interest LA-M as of any date of determination.



                    “Component
IO-A-J”:  One of 23 components of the Class IO Certificates having a Component Notional Amount equal to the then
current REMIC I Principal Balance of REMIC I Regular Interest LA-J as of any date of determination.



                    “Component
IO-B”:  One of 23 components of the Class IO Certificates  having a Component Notional Amount equal to the then
current REMIC I Principal Balance of REMIC I Regular Interest LB as of any date of determination.



                    “Component
IO-C”:  One of 23 components of the Class IO Certificates having a Component Notional Amount equal to the then current
REMIC I Principal Balance of REMIC I Regular Interest LC as of any date of determination.



                    “Component
IO-D”:  One of 23 components of the Class IO Certificates having a Component Notional Amount equal to the then current
REMIC I Principal Balance of REMIC I Regular Interest LD as of any date of determination.



                    “Component
IO-E”:  One of 23 components of the Class IO Certificates  having a Component Notional Amount equal to the then
current REMIC I Principal Balance of REMIC I Regular Interest LE as of any date of determination.



                    “Component
IO-F”:  One of 23 components of the Class IO Certificates having a Component Notional Amount equal to the then current
REMIC I Principal Balance of REMIC I Regular Interest LF as of any date of determination.



                    “Component
IO-G”:  One of 23 components of the Class IO Certificates having a Component Notional Amount equal to the then current
REMIC I Principal Balance of REMIC I Regular Interest LG as of any date of determination.



                    “Component
IO-H”:  One of 23 components of the Class IO having a Component Notional Amount equal to the then current REMIC I
Principal Balance of REMIC I Regular Interest LH as of any date of determination.


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                    “Component
IO-J”:  One of 23 components of the Class IO Certificates having a Component Notional Amount equal to the then current
REMIC I Principal Balance of REMIC I Regular Interest LJ as of any date of determination.



                    “Component
IO-K”: One of 23 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LK as of any date of determination.



                    “Component
IO-L”:  One of 23 components of the Class IO Certificates having a Component Notional Amount equal to the then current
REMIC I Principal Balance of REMIC I Regular Interest LL as of any date of determination.



                    “Component
IO-M”: One of 23 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LM as of any date of determination.



                    “Component
IO-N”:  One of 23 components of the Class IO Certificates having a Component Notional Amount equal to the then current
REMIC I Principal Balance of REMIC I Regular Interest LN as of any date of determination.



                    “Component
IO-O”:  One of 23 components of the Class IO Certificates having a Component Notional Amount equal to the then current
REMIC I Principal Balance of REMIC I Regular Interest LO as of any date of determination.



                    “Component
IO-P”: One of 23 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Balance of REMIC I Regular Interest LP as of any date of determination.



                    “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 (a) greater than 25% of the Original
Class Principal Balance thereof and (b) equal to or greater than 1.0% of the sum of the Original Class Principal Balances of all the
Sequential Pay Certificates; provided, however, that if no Class of Sequential Pay Certificates satisfies clause (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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, and
Class A-1A Certificates shall be deemed a
single Class of Certificates. 



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



                    “Corporate
Trust Office”:  The corporate trust office of the Trustee at which at any particular time its corporate trust business
with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at (i)
with respect to maintenance of the Certificate Register and the transfer and exchange of Certificates, the office of the Trustee
located at Wells Fargo Center, Sixth and Marquette, Minneapolis, Minnesota 55479-0113, Attention:  Corporate Trust Services
(CMBS) Wachovia Bank Commercial Mortgage Trust, Series 2005-C21 and (ii) for all other purposes, the office of the Trustee located at
9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention:  Corporate Trust Services (CMBS) Wachovia Bank Commercial
Mortgage Trust, Series 2005-C21.


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                    “Corrected
Mortgage Loan”:  Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and, if applicable, any Companion Loan
(other than a 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 IO Certificates.  In the case of the Class A-2PFL Certificates,
“Corresponding Certificate” refers to the Class A-2PFL 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.


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                    “Cut-Off
Date”:  With respect to any Mortgage Loan or Companion Loan, the Due Date for such Mortgage Loan or Companion Loan in
October, 2005.



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



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



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



                    “Defeasance
Collateral”:  With respect to any Defeasance Loan, the United States government 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).


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                    “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 November, 2005.



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



                    “Discount
Rate”:  With respect to any prepaid Mortgage Loan or REO Loan for purposes of allocating any Yield Maintenance Charge
or Prepayment Premium received thereon or with respect thereto among (a) the respective Classes of the Sequential Pay Certificates
(other than any Excluded Class thereof) and/or (b) the Class A-2PFL 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 Persons”:  With respect to a Class R-I or Class R-II Certificate, any Non-United States Person
or agent thereof other than (i) a Non-United States Person that holds the Class R-I or Class R-II Certificate in connection with the
conduct of a trade or business within the United States and has furnished the transferor and the Certificate Registrar with an
effective IRS Form W-8ECI (or successor form) or (ii) a Non-United States Person that has delivered to both the transferor and the
Certificate Registrar an opinion of a


- 27 -









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-2PFL
Certificates) and the Class A-2PFL Regular Interest for any Distribution Date, the Accrued Certificate Interest in respect of such
Class of Certificates or the Class A-2PFL Regular Interest, as applicable, for such Distribution Date, reduced other than with
respect to the Class IO Certificates (to not less than zero) by (i) the product of (x) any Net Aggregate Prepayment Interest
Shortfall for such Distribution Date, multiplied by (y) a fraction, expressed as a decimal, the numerator of which is the Accrued
Certificate Interest in respect of such Class of Certificates or the Class A-2PFL 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-2PFL Certificates)
and the Class A-2PFL 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-2PFL Regular Interest, as applicable, in
accordance with Section 4.04(d); and (b) any Class of Class IO Certificates for any Distribution Date, the Accrued Certificate
Interest in respect of such Class of Certificates for such Distribution Date.



                    “Distribution
Account”: The segregated account, accounts or subaccounts created and maintained by the Paying Agent on behalf of the
Trustee pursuant to Section 3.04(b) which shall be entitled “Wells Fargo Bank, N.A., as Trustee, in trust for the registered
holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C21.”


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



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



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



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



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



                    “Eligible
Account”:  Any of (i) an account maintained with a federal or state chartered depository institution or trust
company, and with respect to deposits held for 30 days or more in such account the (a) long-term deposit or unsecured debt
obligations of which are rated at least (A) ”AA-” by S&P (or “A-” provided, the short-term
unsecured debt obligations are rated at least “A-1” by S&P), (B) “AA-” by Fitch (or “A-”, provided
the short term unsecured debt obligations are rated at least “F-1” by Fitch) and (C) “Aa3” by Moody’s (if
then rated by Moody’s) (or, with respect to any such Rating Agency, such lower rating as will not result in qualification,
downgrading or withdrawal of the ratings then assigned to the
Certificates, as evidenced in writing by the applicable Rating Agency), at any time such funds are on deposit therein, or with
respect to deposits held for less than 30 days in such account the (b) short-term deposits of which are rated at least
“A-1” by S&P, “F1” by Fitch and “P-1” by Moody’s (if then rated by Moody’s) (or, with
respect to any such Rating Agency) such lower rating as will not result in qualification, downgrading or withdrawal of the ratings
then assigned to the Certificates as evidenced in writing by the applicable Rating Agency at any time such funds are on deposit
therein, or (ii) a segregated trust account or accounts maintained with a federal or state chartered depository institution or
trust company acting in its fiduciary capacity, which, in the case of a state chartered depository institution or trust company, is
subject to regulations regarding fiduciary funds on deposit therein substantially similar to 12 CFR
§ 9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or
examination by federal or state authority, or the use of such account would not, in and of itself, cause a qualification, downgrading
or withdrawal of the then-current rating assigned to any Class of Certificates, as confirmed in writing by each Rating
Agency.



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


- 29 -










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



                    “ERISA
Restricted Certificate”:  Any Class J, Class K, Class L, Class M, Class N, Class O, Class P Certificate or any
other Certificate if, at the time of acquisition, the acquisition and holding of such Certificate is not covered by and exempt under
one or more of the Exemptions. 



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



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



                    “Exchange
Act”:  Securities Exchange Act of 1934, as amended.



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



                    “Exemptions”: 
Department of Labor Prohibited Transaction Exemption (“PTE”) 96-22, PTE 93-32, PTE 89-89, PTE 89-90, Final
Authorization Number 97-03E and PTE 89-88, each as amended from time to time, or any successor thereto.



                    “FBI
Office Building Companion Holder”:  The holder of the FBI Office Building Companion Loan.



                    “FBI
Office Building Control Appraisal Event”:  “Control Appraisal Event” as such term is defined in the FBI
Office Building Intercreditor Agreement.



                    “FBI
Office Building Intercreditor Agreement”:  The Intercreditor Agreement Among Note Holders, dated as of April 1, 2002,
by and between Wachovia Bank, National Association, and Capital Lease Funding LLC as amended by that certain Intercreditor Agreement
Supplement dated as of August 16, 2005 by and between Caplease, LP and Wachovia Bank, National Association.



                    “FBI
Office Building Loan”:  That certain Mortgage Loan identified on the Mortgage Loan Schedule as loan number
35.



                    “FBI
Office Building Loan Pair”:  The FBI Office Building Loan and the FBI Office Building Companion Loan.


- 30 -










                    “FBI
Office Building Companion Loan”:  That certain loan evidenced by a note, which is not an asset of the Trust Fund,
secured by the Mortgaged Property securing the FBI Office Building Loan.



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



                    “FHLMC”: 
Freddie Mac or any successor.



                    “Final
Recovery Determination”:  A determination by the Special Servicer with respect to any Defaulted Mortgage Loan (and, if
applicable, any defaulted Companion Loan) or REO Property (other than a Mortgage Loan or REO Property, as the case may be, that was
purchased by any of the Mortgage Loan Sellers, pursuant to the Wachovia Mortgage Loan Purchase Agreement, the Artesia Mortgage Loan
Purchase Agreement or the Nomura Mortgage Loan Purchase Agreement, as applicable, 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 2005-C20 Serviced Mortgage Loans, a “Final Recovery Determination” as defined in the
2005-C20 Pooling and Servicing Agreement with respect to such Mortgage Loans).



                    “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.



                    “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 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 2005-C21 Class A-2PFL 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.


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                    “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(f) on behalf of the Trustee in trust for the Certificateholders, which shall
be entitled “Wells Fargo Bank, N.A., as Trustee, in trust for the registered holders of Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2005-C21.”  Any such account shall be an Eligible Account or a
subaccount of an Eligible Account.



                    “Grantor
Trusts”:  Collectively, the Additional Interest Grantor Trust and the Class A-2PFL Grantor Trust.



                    “Grantor
Trust Provisions”:  Subpart E of Part I of subchapter J of the Code and Treasury Regulations Section 

301.7701-4(c).



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



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



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



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



                    “Holder”: 
A Certificateholder.



                    “Holiday
Inn Express and Suites - Tampa, FL Companion Holder”:  The holder of the Holiday Inn Express and Suites - Tampa, FL
Companion Loan.



                    “Holiday
Inn Express and Suites - Tampa, FL Intercreditor Agreement”:  The Intercreditor Agreement Among Note Holders, dated as
of August 15, 2005, by and between Nomura Credit & Capital, Inc., as A Note Holder and CBA-Mezzanine Capital Finance, LLC, as B
Note Holder.



                    “Holiday
Inn Express and Suites - Tampa, FL Loan”:  That certain Mortgage Loan identified on the Mortgage Loan Schedule as loan
number 97.

- 32 -










                    “Holiday
Inn Express and Suites - Tampa, FL Loan Pair”:  The Holiday Inn Express and Suites - Tampa, FL Loan and the Holiday Inn
Express and Suites - Tampa, FL Companion Loan.



                    “Holiday
Inn Express and Suites - Tampa, FL Companion Loan”:  That certain loan evidenced by a note, which is not an asset of
the Trust Fund, secured by the Mortgaged Property securing the Holiday Inn Express and Suites - Tampa, FL Loan.



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



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



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



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



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


- 33 -









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).



                    “Initial
Interest Reserve Account Deposit”:  An amount to be deposited in the Interest Reserve Account on the Closing Date by
each Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement, equal to one day’s interest at the related
Mortgage Rate (without regard to the second proviso in the definition thereof) on the related Stated Principal Balance of each
Interest Reserve Loan as of the Closing Date.



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



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



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



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



                    “Intercreditor
Agreement”:  Each of the NGP Rubicon GSA Pool Intercreditor Agreement, the 1000 & 1100 Wilson Intercreditor
Agreement, the Metropolitan Square Intercreditor Agreement, the San Felipe Plaza Intercreditor Agreement, the 2500 City West
Intercreditor Agreement, the Bryan Tower Intercreditor Agreement, FBI Office Building Intercreditor Agreement, the Abbott
Laboratories Intercreditor Agreement, the Lowe’s - Windham, ME Intercreditor Agreement, the Sonoma Valley Inn Intercreditor
Agreement and the Holiday Inn Express and Suites - Tampa, FL Intercreditor Agreement.



                    “Interest
Accrual Period”:  With respect to each Class of Regular Certificates, REMIC I Regular Interests or the Class A-2PFL
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 or the Class A-2PFL Regular Interest; with respect to
the Class A-2PFL 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-2PFL
Distribution Conversion has occurred, Accrued Certificate Interest with respect to the Class A-2PFL Certificates shall be the same as
for the Class A-2PFL Regular Interest.


- 34 -










                    “Interest
Reserve Account”:  The segregated account created and maintained by the Trustee pursuant to Section 3.04(c) in trust
for Certificateholders, which shall be entitled “Wells Fargo Bank, N.A., as Trustee, on behalf of and in trust for the
registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2005-C21.”



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



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



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



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



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



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



                    “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.


- 35 -










                    “LIBOR”: 
With respect to the Class A-2PFL 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.  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 LIBOR Determination Date 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 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 and New York, New York.



                    “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 the applicable Mortgage Loan Seller pursuant to a Mortgage Loan Purchase Agreement; or (iv) such Mortgage Loan is
purchased by the Majority Subordinate Certificateholder, the Companion Holders, the mezzanine lenders, the Special Servicer pursuant
to Sections 3.18(c), 3.18(d), 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).


- 36 -










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



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



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



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



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



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



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



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



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



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



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


- 37 -










                    “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.



                    “Lowe’s
- Windham, ME Companion Holder”:  The holder of the Lowe’s - Windham, ME Companion Loan.



                    “Lowe’s
- Windham, ME Control Appraisal Event”:  “Control Appraisal Event” as such term is defined in the Lowe’s
- Windham, ME Intercreditor Agreement.



                    “Lowe’s
- Windham, ME Intercreditor Agreement”:  The Intercreditor Agreement Among Note C Holders, dated as of April 1, 2002,
by and between Wachovia Bank, National Association and Capital Lease Funding LLC, as amended by that certain Intercreditor Agreement
Supplement dated as of September 7, 2005 by and between Wachovia Bank, National Association and Caplease, LP.



                    “Lowe’s
- Windham, ME Loan”:  That certain Mortgage Loan identified on the Mortgage Loan Schedule as loan number 64.



                    “Lowe’s
- Windham, ME Loan Pair”:  The Lowe’s - Windham, ME Loan and the Lowe’s - Windham, ME Companion
Loan.



                    “Lowe’s
- Windham, ME Companion Loan”:  That certain loan evidenced by a note, which is not an asset of the Trust Fund, secured
by the Mortgaged Property securing the Lowe’s - Windham, ME Loan.



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


- 38 -










                    “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.



                    “Metropolitan
Square Companion Loan”:  That certain loan evidenced by a note, which is not an asset of the Trust Fund, secured by the
Mortgaged Property securing the Metropolitan Square Loan.



                    “Metropolitan
Square Control Appraisal Period”:  “Control Appraisal Period” as such term is defined in the Metropolitan
Square Intercreditor Agreement.



                    “Metropolitan
Square Controlling Holder”:  The holder of a “Controlling Interest” as such term is defined under the
Metropolitan Square Intercreditor Agreement.



                    “Metropolitan
Square Intercreditor Agreement”: The Intercreditor and Servicing Agreement, dated as of September 19, 2005 by and between
Wachovia Bank, National Association, as Initial Lead Lender and Arbor Realty Funding LLC, as Initial Co-Lender relating to the
Metropolitan Square Loan Pair.



                    “Metropolitan
Square Loan”:  That certain mortgage loan which is included in the Trust Fund (identified as loan number 5 on the
Mortgage Loan Schedule).



                    “Metropolitan
Square Loan Pair”: The Metropolitan Square Loan, together with the Metropolitan Square Companion Loan.



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



                    “Mezz
Cap Companion Loans”:  The Sonoma Valley Inn Companion Loan and the Holiday Inn Express and Suites - Tampa, FL
Companion Loan.



                    “Mezz
Cap Loans”:  The Sonoma Valley Inn Loan and the Holiday Inn Express and Suites - Tampa, FL Loan.



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



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


- 39 -










                    “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 2005-C21”, or in blank (or a lost note
affidavit and   indemnity with a copy of such Mortgage Note attached thereto);
  
	
  
 
  	
  
 
  
	
  
 
  	
  

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

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

          (iv)         an
original executed assignment, in recordable form (except for any missing   recording information), of (a) the Mortgage,
(b) any related   Assignment of Leases (if such item is a document separate from the Mortgage   and to the extent not already
assigned pursuant to preceding clause (a)) and   (c) any other recorded document relating to the Mortgage Loan otherwise
included in the Mortgage File, in favor of “Wells Fargo Bank, N.A., as   trustee for the registered holders of Wachovia Bank
Commercial Mortgage   Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C21”, or in   blank;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (v)          an
original assignment of all unrecorded documents relating to the Mortgage Loan   (to the extent not already assigned pursuant to
clause (iv) above), in   favor of “Wells Fargo Bank, N.A., as trustee for the registered holders of   Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through   Certificates, Series 2005-C21”, or in blank;
  



- 40 -








	
  
 
  	
  

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

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

          (viii)       any   filed copies
(bearing evidence of filing) or other evidence of filing   satisfactory to the Trustee of any prior UCC Financing Statements in favor
of   the originator of such Mortgage Loan or in favor of any assignee prior to the   Trustee (but only to the extent the Mortgage
Loan Seller had possession of   such UCC Financing Statements prior to the Closing Date) and, if there is an   effective UCC
Financing Statement and continuation statement in favor of the   Mortgage Loan Seller on record with the applicable public office for
UCC   Financing Statements, an original UCC Amendment, in form suitable for filing   in favor of “Wells Fargo Bank, N.A., as
trustee for the registered holders of   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2005-C21”, as assignee, or in blank;
  
	
   
  	
  
 
  
	
  
 
  	
  

          (ix)         an
original or copy of (A) any Ground Lease and (B) any loan guaranty,   indemnity, ground lessor estoppel or environmental
insurance policy or lease   enhancement 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)         copies
of any management agreements and/or lock box or cash management agreements   relating to such Mortgage Loan;
  
	
   
  	
  
 
  
	
  
 
  	
  

          (xiii)        a copy   of
any letter of credit and related transfer documents, security agreement or   letter of credit relating to such Mortgage
Loan;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

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




- 41 -








	
  
 
  	
  

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




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



                    Notwithstanding
the foregoing, with respect to the 2005-C20 Serviced Mortgage Loans, 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 2005-C20 Trustee.  However, if the custodian on any of the aforementioned transactions is the Custodian on this
transaction, photocopies do not need to be made of the Mortgage Files for that particular transaction.



                    “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 Nomura 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;
  




- 42 -








	
  
 
  	
  

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

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

          (viii)       the   original and
remaining amortization term;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

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

          (x)          the
Master Servicing Fee Rate;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

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

          (xii)        the   related
Mortgage Loan Seller;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

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

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

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

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

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

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

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

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

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

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





                    “Mortgage
Loan Seller”: Each of Wachovia, Artesia and Nomura, 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.


- 43 -










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



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



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



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



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


- 44 -









with such Prepayment Interest Shortfalls on the Mortgage Loans.  For purposes of
calculating the Prepayment Interest Shortfall with respect to the Non-Serviced Mortgage Loans, Prepayment Interest Shortfalls will be
allocated in accordance with the 2005-C20 Pooling and Servicing Agreement.  The portion of such shortfall allocated to either
the 1000 & 1100 Wilson Loan or the NGP Rubicon GSA Pool Loan, net of amounts payable by the 2005-C20 Master Servicer, will be
included in the Net Aggregate Prepayment Interest Shortfall.  For purposes of calculating the Prepayment Interest Shortfall with
respect Co-Lender Loan (other than the Non-Serviced Mortgage Loans), Prepayment Interest Shortfalls will be allocated first to the
promissory note evidencing the related Subordinate Companion Loan(s) and second to the promissory note(s) evidencing the related
Co-Lender Loan.  The portion of such shortfall allocated to each of the Co-Lender Loans (other
than the Non-Serviced Mortgage Loans), net of amounts payable by the Master Servicer, will be included in the Net Aggregate
Prepayment Interest Shortfall.



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



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



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



                    “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.


- 45 -










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



                    “NGP
Rubicon GSA Pool Intercreditor Agreement”:  The Co-Lender Agreement, dated as of August 23, 2005, by and among Artesia
Mortgage Capital Corporation, as Note A-1 Lender, and Artesia Mortgage Capital Corporation, as Note A-2 Lender, relating to the NGP
Rubicon GSA Pool Whole Loan.



                    “NGP
Rubicon GSA Pool Loan”:  That certain mortgage loan which is included in the Trust Fund (identified as loan number 2 on
the Mortgage Loan Schedule).



                    “NGP
Rubicon GSA Pool Pari Passu Companion Loan”:  That certain loan evidenced by a note, which is not an asset of the Trust
Fund, secured by the Mortgage Property securing the NGP Rubicon GSA Pool Loan and pari passu with the NGP Rubicon GSA Pool
Loan.



                    “NGP
Rubicon GSA Pool Whole Loan”:  The NGP Rubicon GSA Pool Loan, together with the NGP Rubicon GSA Pool Pari Passu
Companion Loan.



                    “Nomura”: 
Nomura Credit Capital, Inc. or its successor in interest.



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



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



                    “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 REO
Loan by the Master Servicer or


- 46 -









the Trustee, as the case may be, or in the case of the 1000 & 1100 Wilson Loan made by the
2005-C20 Master Servicer, that, as determined by the Master Servicer, the Special Servicer, the Trustee, the 2005-C20 Master
Servicer, as applicable, in accordance with the Servicing Standard (in the case of the Master Servicer or the Special Servicer)
“Servicing Standard” as defined in the 2005-C20 Pooling and Servicing Agreement (in the case of the 2005-C20 Master
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, REO Loan or the 1000 & 1100 Wilson Loan; provided, that the Master
Servicer and the Trustee shall 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
2005-C20 Serviced Mortgage Loans, made by the 2005-C20 Master Servicer), that, as determined by the Master Servicer, the Special
Servicer, the Trustee, or the 2005-C20 Master Servicer, in accordance with the Servicing Standard (in the case of the Master Servicer
or the Special Servicer) or the “Servicing Standard” as defined in the 2005-C20 Pooling and Servicing Agreement (in the
case of the 2005-C20 Master Servicer) or the standard of care set forth in Section 8.01(a) (with respect to the Trustee), as
applicable, will not be ultimately recoverable from Late
Collections, Insurance Proceeds, Liquidation Proceeds, or any other recovery on or in respect of such Mortgage Loan, Companion Loan,
REO Property or the 2005-C20 Serviced Mortgage Loans, as applicable; provided, that the Master Servicer and the Trustee shall
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 IO, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Z, Class R-I or Class R-II Certificate.



                    “Non-Serviced
Companion Loans”:  Each of the NGP Rubicon GSA Pool Companion Loan and the 1000 & 1100 Wilson Companion
Loan.



                    “Non-Serviced
Mortgage Loans”:  Each of the NGP Rubicon GSA Pool Loan and the 1000 & 1100 Wilson Loan.



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



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



                    “Opinion
of Counsel”:  A written opinion of counsel (which counsel may be a salaried counsel for the Depositor, the Master
Servicer or the Special Servicer) acceptable to and delivered the Trustee or the Master Servicer, as the case may be, except that any
opinion of counsel relating to (a) the qualification of REMIC I or REMIC II as a REMIC; (b) the qualification of the
Grantor Trusts 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.


- 47 -










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



                    “Original
Class Principal Balance”:  With respect to any Class of Regular Certificates (other than the Class IO Certificates) and
the Class A-2PFL Regular Interest, the initial Class Principal Balance thereof as of the Closing Date, in each case as specified in
the Preliminary Statement.



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



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



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



                    “P&I
Advance”:  As to any Mortgage Loan or any REO Loan, any advance made by the Master Servicer, the Trustee or the
2005-C20 Master Servicer (for the 1000 & 1100 Wilson Loan) pursuant to Section 4.03(a), (b) and (g), or the applicable sections
of the 2005-C20 Pooling and Servicing Agreement, as applicable.



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



                    “Pari
Passu Companion Loan”:  The NGP Rubicon GSA Pool Companion Loan and the 1000 & 1100 Wilson Companion Loan



                    “Pari
Passu Mortgage Loan”:  The Center Companion Loan, the NGP Rubicon GSA Pool Loan and the 1000 & 1100 Wilson
Loan.



                    “Pari
Passu Loan Intercreditor Agreement”:  Each of the NGP Rubicon GSA Pool Intercreditor Agreement and the 1000 & 1100
Wilson Intercreditor Agreement.



                    “Pass-Through
Rate”:  With respect to:

	
  
 
  	
  

          (i)          the
Class A-1 Certificates for any Distribution Date, 5.058% per annum;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (ii)         the
Class A-2PFL Certificates (A) for any Distribution Date on which a Class   A-2PFL Distribution Conversion has not occurred and is not
continuing, a per   annum rate equal to LIBOR plus 0.12% and (B) for any Distribution Date on   which a Class A-2PFL Distribution
Conversion has occurred and is continuing,   5.040% per annum;
  



- 48 -








	
  
 
  	
  

          (iii)          the
Class A-2PFL Regular Interest for any Distribution Date, 5.040% per annum;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (iv)          the
Class A-2C Certificates for any Distribution Date, the Weighted Average Net   Mortgage Rate for such date minus 0.005% for that
date;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

           (v)          the
Class A-3 Certificates for any Distribution Date, the Weighted Average Net   Mortgage Rate for such date;
  
	
  
 
  	
  
 
  
	
   
  	
  

          (vi)          the
Class A-PB Certificates for any Distribution Date, the Weighted Average Net   Mortgage Rate for such date minus 0.035% for that
date;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

         (vii)          the
Class A-4 Certificates for any Distribution Date, the Weighted Average Net   Mortgage Rate for such date;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

        (viii)          the   Class
A-1A Certificates for any Distribution Date, the Weighted Average Net   Mortgage Rate for such date;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (ix)          the
Class A-M Certificates for any Distribution Date, the Weighted Average Net   Mortgage Rate for such date;
  
	
   
  	
  
 
  
	
  
 
  	
  

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

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

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

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

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

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

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

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

       (xviii)          the   Class J
Certificates for any Distribution Date, the lesser of (1) 4.989% per   annum and (2) the Weighted Average Net Mortgage Rate for such
date;
  




- 49 -








	
  
 
  	
  

         (xix)          the
Class K Certificates for any Distribution Date, the lesser of (1) 4.989% per   annum and (2) the Weighted Average Net Mortgage Rate
for such date;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (xx)         the
Class L Certificates for any Distribution Date, the lesser of (1) 4.989% per   annum and (2) the Weighted Average Net Mortgage Rate
for such date;
  
	
  
 
  	
  
 
  
	
   
  	
  

         (xxi)        the   Class M
Certificates for any Distribution Date, the lesser of (1) 4.989% per   annum and (2) the Weighted Average Net Mortgage Rate for such
date;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

        (xxii)       the   Class N Certificates for
any Distribution Date, the lesser of (1) 4.989% per   annum and (2) the Weighted Average Net Mortgage Rate for such date;


	
  
 
  	
  
 
  
	
  
 
  	
  
       (xxiii)       the
Class O Certificates for any Distribution Date, the lesser of (1) 4.989% per   annum and (2) the Weighted Average Net Mortgage Rate
for such date;
  
	
  
 
  	
  
 
  
	  
	   
      (xxiv)       the Class P Certificates for any Distribution
Date, the lesser of (1) 4.989% per annum and (2) the Weighted Average Net Mortgage Rate for such date;

	  
	  

	
  
 
  	
  
        (xxv)      the Class IO
Certificates for the initial Distribution Date, 0.048%
per annum, and for any subsequent Distribution Date, the weighted average of the
Class IO Strip Rates for the respective Class IO Components for such Distribution
Date (weighted on the basis of the respective Component Notional Amounts of
such Components outstanding immediately prior to such Distribution Date).






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



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



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


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



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

	
  
 
  	
  

          (i)          direct
obligations of, or obligations fully guaranteed as to timely payment of   principal and interest by, the United States or any agency
or instrumentality   thereof (having original maturities of not more than 365 days); provided such obligations are backed by
the full faith and credit of the United States.  Such obligations must be limited to those instruments that have   a
predetermined fixed dollar amount of principal due at maturity that cannot   vary or change or be liquidated prior to maturity. 
Interest may either be fixed or variable. 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 Moody’s, S&P and Fitch   or such lower rating as will not result in
qualification, downgrading or   withdrawal of the ratings then assigned to the Certificates, as evidenced in   writing by the Rating
Agencies.  In   addition, its terms must have a predetermined fixed dollar amount of   principal due at maturity that cannot
vary or change. Interest may either be   fixed or variable.  If such interest   is variable, interest must be tied to a single
interest rate index plus a   single fixed spread (if any),
and move proportionately with that index;
  
	
   
  	
  
 
  
	
  
 
  	
  

          (iii)          certificates
of deposit, time deposits, demand deposits and bankers’ acceptances of any   bank or trust company organized under the laws of
the United States or any   state thereof (having original maturities of not more than 365 days), the   short term obligations of
which are rated in the highest rating categories of   each of S&P, Moody’s and Fitch or such lower rating as will not result
in   qualification, downgrading or withdrawal of the ratings then assigned to the   Certificates, as evidenced in writing by the
Rating Agencies.  In addition, its terms should have a   predetermined fixed dollar amount of principal due at maturity that
cannot   vary or change. In addition, 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;
  




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

          (v)          units
of money market funds that maintain a constant asset value and which are   rated “AAAm” or “AAAm G” by S&P
and which are rated in the highest   applicable rating category by Fitch and Moody’s (or such lower rating as will   not result
in qualification, downgrading or withdrawal of the ratings then   assigned to the Certificates, as evidenced in writing by the Rating
Agencies)   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+”, “AA/A-1” or “Aa3/P+” by Fitch, S&P or Moody’s,
respectively;
  




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



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


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



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



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



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



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



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


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published or is limited, regulated or administered by a governmental or quasi-governmental
body, then the Master Servicer shall select a comparable interest rate index.  In either case, such selection shall be made by
the Master Servicer in its sole discretion and the Master Servicer shall notify the Trustee and the Special Servicer in writing of
its selection.



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



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



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



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



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


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                    (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; less

	
  
 
  	
  

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





                    (g)          any
amounts that were used to reimburse Workout Delayed Reimbursement amounts (including interest on such Workout Delayed Reimbursement
Amounts) from principal to such Distribution Date in each case.



                    “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.


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



                    “Prospectus”: 
The prospectus dated October 14, 2005 as supplemented by the Prospectus Supplement, relating to the Registered
Certificates.



                    “Prospectus
Supplement”: The final prospectus supplement dated October 14, 2005 of the Depositor relating to the registration of the
Registered Certificates under the Securities Act.



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



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



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



                    “Purchase
Price”:  With respect to any Mortgage Loan (or REO Loan) to be purchased by a Mortgage Loan Seller pursuant to the
applicable Mortgage Loan Purchase Agreement by the Majority Subordinate Certificateholder, the Companion Holder or the Special
Servicer as described in Section 3.18(c), 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 S&P, “A” by Fitch and “A3” by Moody’s (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


- 56 -









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 may include S&P)), but in no event lower than “A” by S&P,
“A” by Fitch or “A3” by Moody’s (or if not rated by Moody’s, at least “A” by two other
nationally recognized statistical rating organizations (which may include S&P)), or, in the case of clauses (i) and (ii), such
other rating as each Rating Agency shall have confirmed in writing will not cause such Rating Agency to downgrade, qualify or
withdraw the then-current rating assigned to any of the Certificates that are then currently being rated by such Rating
Agency.



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


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Loan Group as the deleted Mortgage Loan.  In the event that one or more mortgage loans are
substituted for one or more deleted Mortgage Loans, then the amounts described in clause (i) shall be determined on the basis of
aggregate principal balances and the rates described in clause (ii) above and the remaining term to stated maturity referred to in
clause (v) above shall be determined on a weighted average basis; provided, that no individual Mortgage Loan shall have a Net
Mortgage Rate that is less than the highest Pass-Through Rate of any Class of Sequential Pay Certificates bearing a fixed rate. 
When a Qualified Substitute Mortgage Loan is substituted for a deleted Mortgage Loan, the applicable Mortgage Loan Seller shall
certify that the Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the
Trustee. 



                    “Rated
Final Distribution Date”:  The Distribution Date in October 2044, the first Distribution Date after the 24th month
following the end of the amortization term for the Mortgage Loan that, as of the Cut-Off Date, has the longest remaining amortization
term (without regard to the related Stated Maturity Date).



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



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



                    “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


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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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M, Class
A-J, Class B, Class C or Class D Certificate.



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



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



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



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



                    “REMIC
I”:  The segregated pool of assets subject hereto, constituting the primary trust created hereby and to be administered
hereunder with respect to which a separate REMIC election is to be made and, consisting of:  (i) all of the Mortgage Loans
as from time to time are subject to this Agreement and all payments under and proceeds of such Mortgage Loans received after the
Closing Date (excluding all Additional Interest on such Mortgage Loans), together with all documents included in the related Mortgage
Files and any related Escrow Payments and Reserve Funds; (ii) all amounts held from time to time with respect to a Mortgage Loan
in the Interest Reserve Account, the Certificate Account, the Distribution Account, the Gain-on-Sale Reserve Account and any REO
Account; (iii) any REO Property acquired
in respect of a Mortgage Loan to the extent of the Trust Fund’s interest therein (or the Trust’s beneficial interest in a
Mortgaged Property securing the 2005-C20 Serviced Mortgage Loans acquired under the 2005-C20 Pooling and Servicing Agreement);
(iv) the rights of the Depositor under Sections 2, 3, 9, 11, 12, 13, 14, 16, 17, 18 and 19 of each of the Mortgage Loan Purchase
Agreements with respect to such Mortgage Loans; and (v) the rights of the mortgagee under all Insurance Policies with respect to such
Mortgage Loans, in each of the foregoing clauses exclusive of the interest of the holder of a Companion Loan therein. 



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



                    “REMIC
I Principal Balance”:  The principal balance of any REMIC I Regular Interest outstanding as of any date of
determination.  As of the Closing Date, the REMIC I


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



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



                    “REMIC
II”:  The segregated pool of assets consisting of all of the REMIC I Regular Interests and all amounts held from time
to time, to the extent related to REMIC II, in the Distribution Account conveyed in trust to the Trustee for the benefit of REMIC II,
as holder of the REMIC I Regular Interests, and the Holders of the Class R-II Certificates pursuant to Section 2.10, with respect to
which a separate REMIC election is to be made.



                    “REMIC
II Certificate”:  Any Class A-1, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A1-A, 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
IO 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 “LNR Partners, Inc., as Special Servicer, in
trust for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2005-C21.”



                    “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).


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                    “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 (or the Trust’s beneficial interest in a Mortgaged Property securing the 2005-C20
Serviced Mortgage Loans acquired under the 2005-C20 Pooling and Servicing Agreement).  Each REO Loan shall be deemed to be
outstanding for so long as the related REO Property remains part of REMIC I and deemed to provide for Periodic Payments of principal
and/or interest equal to its Assumed Scheduled Payment and otherwise to have the same terms and conditions as its predecessor
Mortgage Loan (such terms and conditions to be applied without regard to the default on such predecessor Mortgage Loan and the
acquisition of the related REO Property as part of the Trust
Fund).  Each REO Loan shall be deemed to have an initial unpaid principal balance and Stated Principal Balance equal to the
unpaid principal balance and Stated Principal Balance, respectively, of its predecessor Mortgage Loan (or, if applicable, Companion
Loan) as of the date of the related REO Acquisition.  All Scheduled Payments (other than a Balloon Payment), Assumed Scheduled
Payments (in the case of a Balloon Mortgage Loan delinquent in respect of its Balloon Payment) and other amounts due and owing, or
deemed to be due and owing, in respect of the predecessor Mortgage Loan as of the date of the related REO Acquisition, shall be
deemed to continue to be due and owing in respect of an REO Loan.  In addition, Nonrecoverable Advances (including interest on
such Nonrecoverable Advances) with respect to such REO Loan that were paid from collections on the Mortgage Loans and resulted in
principal distributed to the Certificateholders being reduced pursuant to Section 3.05(a) hereof,
shall be deemed outstanding until recovered or until a Final Recovery Determination is made.  Collections in respect of each REO
Loan (after provision for amounts to be applied to the payment of, or to be reimbursed to the Master Servicer, the Special Servicer
or the Trustee for the payment of, the costs of operating, managing, selling, leasing and maintaining the related REO Property or for
the reimbursement of the Master Servicer, the Special Servicer or the Trustee for other related Servicing Advances as provided in
this Agreement) shall be treated:  first, as a recovery of Nonrecoverable Advances (including interest on such
Nonrecoverable 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).


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                    “REO
Property”:  A Mortgaged Property acquired on behalf and in the name of the Trustee to the extent of the Trust
Fund’s interest therein (or the Trust’s beneficial interest in a Mortgaged Property securing the 2005-C20 Serviced Mortgage
Loans acquired under the 2005-C20 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).



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



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



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



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



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


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                    (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 Non-Serviced Mortgage Loans) to continue to be characterized as a Required
Appraisal Mortgage Loan.



                    “Required
Appraisal Value”:  An amount equal to 90% of the Appraised Value (net of any prior liens and estimated liquidation
expenses and any other downward adjustments the Special Servicer may deem appropriate (without implying any obligation to do so)
based upon its review of the Appraisal and such other information as the Special Servicer may deem appropriate) of the Mortgaged
Property related to the subject Required Appraisal Mortgage Loan as determined by a Required Appraisal or letter update or internal
valuation, if applicable, and provided, that for purposes of determining any Appraisal Reduction Amount in respect of such
Required Appraisal Mortgage Loan, such Appraisal Reduction Amount shall be amended annually to reflect the Required Appraisal Value
determined pursuant to any Required Appraisal or letter
update or internal valuation, if applicable, of a Required Appraisal conducted subsequent to the original Required Appraisal
performed pursuant to Section 3.09(a).



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



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



                    “Reserve
Pool Loan”:  Those particular Mortgage Loans identified on the Mortgage Loan Schedule as the Reserve Pool (loan number
23 (23.01, 23.02 and 23.03)). 



                    “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.


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



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



                    “San
Felipe Plaza Companion Loan”:  That certain loan evidenced by a note, which is not an asset of the Trust Fund, secured
by the Mortgaged Property securing the San Felipe Plaza Loan.



                    “San
Felipe Plaza Control Appraisal Event”:  “Control Appraisal Event” as such term is defined in the San Felipe
Plaza Intercreditor Agreement.



                    “San
Felipe Plaza Controlling Holder”:  The holder of a “Controlling Interest” as such term is defined under the
San Felipe Plaza Intercreditor Agreement.



                    “San
Felipe Plaza Intercreditor Agreement”:  The Agreement Among Noteholders, dated as of August 4, 2005 by and between
Nomura Credit & Capital, Inc., as Initial Note A Holder and Nomura Credit & Capital, Inc., as Initial Note B Holder relating
to the San Felipe Plaza Loan Pair.



                    “San
Felipe Plaza Loan”:  That certain mortgage loan which is included in the Trust Fund (identified as loan number 6 on the
Mortgage Loan Schedule).



                    “San
Felipe Plaza Loan Pair”:  The San Felipe Plaza Loan, together with the San Felipe Plaza Companion Loan.



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



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



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


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



                    “Sequential
Pay Certificates”: Any Class A-1, Class A-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, 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 or Class P
Certificate.



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



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



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



                    “Servicing
Advances”:  All customary, reasonable and necessary “out of pocket” costs and expenses incurred by or
on behalf of the Master Servicer, the Special Servicer or the Trustee in connection with the servicing of a Mortgage Loan or a
Companion Loan (other than the Non-Serviced Mortgage Loans and their related Companion Loans), 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).


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Notwithstanding anything to the contrary, “Servicing Advances” shall not
include allocable overhead of the Master Servicer or the Special Servicer, such as costs for office space, office equipment, supplies
and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses incurred
by any such party in connection with its purchase of a Mortgage Loan or REO Property, or costs or expenses expressly required to be
borne by the Master Servicer or Special Servicer without reimbursement pursuant to the terms of this Agreement.



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



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



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



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



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



                    “Servicing
Standard”:  With respect to the Master Servicer or the Special Servicer, as applicable, the servicing and
administration of the Mortgage Loans and the Companion Loans (other than the Non-Serviced Mortgage Loans and their related Companion
Loans), for which it is responsible hereunder (a) in the same manner in which, and with the same care, skill, prudence and
diligence with which, the Master Servicer or the Special Servicer, as the case may be, generally services and administers similar
mortgage loans with similar borrowers (i) for other third-parties, giving due consideration to customary and usual standards of
practice of prudent institutional commercial mortgage lenders servicing their own loans or (ii) held in its own portfolio,
whichever standard is higher, (b) with a view to the
maximization of the recovery on such Mortgage Loan on a net present value basis and the best interests of the Certificateholders and
the Trust Fund or, if a Loan Pair (other than the Non-Serviced Mortgage Loans) is involved, with a view towards the maximization of
recovery on such Loan Pair to the Certificateholders, the related Companion Holders and the Trust Fund (as a collective whole, taking
into account that the Subordinate Companion Loans are subordinate to the related Co-Lender Loans and the Pari Passu Companion Loans
are pari passu in right of payment with the related Pari Passu Mortgage Loan, in each case to the extent set forth in the
related Intercreditor


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Agreement), (c) without regard to (i) any relationship that the Master Servicer or
the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor, the Depositor, any Mortgage
Loan Seller or any other party to the transaction or any Affiliate thereof; (ii) the ownership of any Certificate or Companion
Loan (or other interests in any Mortgage Loan or Companion Loan) by the Master Servicer or the Special Servicer, as the case may be,
or by any Affiliate thereof; (iii) the right of the Master Servicer or the Special Servicer, as the case may be, to receive
compensation or other fees for its services rendered pursuant to this Agreement; (iv) the obligations of the Master Servicer to
make Advances; (v) the ownership, servicing or management by the Master Servicer or the Special Servicer or any Affiliate
thereof for others of any other mortgage loans or mortgaged property; (vi) any obligation of
the Master Servicer or any Affiliate of the Master Servicer to repurchase or substitute a Mortgage Loan as the 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 and (d) in accordance with the terms of the Mortgage Loans, this
Agreement and applicable law.



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



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



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



                    “Sonoma
Valley Inn Companion Loan”:  That certain loan evidenced by a note, which is not an asset of the Trust Fund, secured by
the Mortgaged Property securing the Sonoma Valley Inn Loan.



                    “Sonoma
Valley Inn Intercreditor Agreement”:  Intercreditor Agreement among Noteholders dated as of September 30, 2005 by and
between Nomura Credit & Capital, Inc., as A Note Holder and CBA-Mezzanine Capital Finance, LLC as B Note Holder.



                    “Sonoma
Valley Inn Loan”:  That certain mortgage loan which is included in the Trust Fund (identified as loan number 68 on the
Mortgage Loan Schedule).



                    “Sonoma
Valley Inn Loan Pair”:  The Sonoma Valley Inn Loan, together with the Sonoma Valley Inn Companion 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 2005-C21 and
[name of party providing the funds]”.  Any such account will be an Eligible Account.


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                    “Special
Servicer”:  LNR Partners, Inc., or any successor special servicer appointed as herein provided.



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



                    “Special
Servicing Fee Rate”:  With respect to each Specially Serviced Mortgage Loan and each REO Loan .035% per annum; provided
that such fee shall equal at least $4,000.00 per month with respect to each Specially Serviced Mortgage Loan and each REO
Loan.



                    “Specially
Serviced Mortgage Loan”:  Any Mortgage Loan or Companion Loan (other than the Non-Serviced Mortgage Loans and their
related Companion Loans) as to which any of the following events have occurred:



                    (a)          the
related Mortgagor shall have (i) failed to make when due any Balloon Payment; unless the Master Servicer has, on or prior to the due
date of such Balloon Payment, received written evidence (which Master Servicer shall promptly forward to the Special Servicer and the
Controlling Class Representative) from an institutional lender of such lender’s binding commitment to refinance such Mortgage
Loan or Companion Loan within 60 days after the due date of such Balloon Payment (provided, that if such refinancing does not occur
during such time specified in the commitment, the related Mortgage Loan will immediately become a Specially Serviced Mortgage Loan);
or (ii) failed to make when due any Periodic Payment (other than a Balloon Payment), and such failure has continued unremedied
for 60 days, unless, with respect to any Co-Lender Loan, the related Companion Holder effects a cure in accordance with the related
Intercreditor Agreement; or



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



                    (c)          there
shall have occurred a default (other than as described in clause (a) above) that the Master Servicer or the Special Servicer (in the
case of the Special Servicer, with the consent of the Controlling Class Representative) shall have determined, in its good faith and
reasonable judgment, and in accordance with the Servicing Standard, materially impairs the value of the Mortgaged Property as
security for the Mortgage Loan and, if applicable, Companion Loan, or otherwise materially adversely affects the interests of
Certificateholders and if applicable, holders of the related Companion Loans, as a collective whole, and is likely to


- 68 -









continue unremedied beyond the applicable grace period under the terms of the Mortgage Loan
(or, if no grace period is specified, for 60 days, provided, that a default that gives rise to an acceleration right without
any grace period shall be deemed to have a grace period equal to zero); provided, however, that, in the event the Special
Servicer with the consent of the Controlling Class Representative determines that the related Mortgagor does not need to maintain
terrorism insurance as provided in Section 3.07(a), no default related to the failure to obtain such insurance shall be deemed to be
outstanding for purposes of this clause (c); or



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



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



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



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


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


	
  
 
  	
  

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

             (ii)         with
respect to the circumstances described in clauses (b), (d), (e) and (f)   above, when such circumstances cease to exist in the good
faith reasonable   judgment of the Special Servicer and in accordance with the Servicing   Standard, 
  




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but, with   respect to any bankruptcy or insolvency proceedings described in clauses (d),   (e)
and (f), no later than the entry of an order or decree dismissing such   proceeding;
  
	
   
  	
  
 
  
	
  
 
  	
  

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

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





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



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



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



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



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

	
  
 
  	
  

            (i)          the
principal portion of each Periodic Payment due on such Mortgage Loan after   the Cut-Off Date or the related date of substitution, as
the case may be, to   the extent received from the Mortgagor or advanced by the Master Servicer,   the Trustee or the 2005-C20 Master
Servicer and distributed to   Certificateholders on or before such date of determination;
  



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           (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 and Workout Delayed Reimbursement Amounts pursuant to Section 3.05(a)(vii) hereof (which Workout Delayed
Reimbursement Amounts, so long as they are not Nonrecoverable Advances, are only reimbursable from principal collections on the
Mortgage Pool as set forth in this Agreement) hereof with respect to a
Mortgage Loan which is not the Mortgage Loan in respect of which such Nonrecoverable Advance was made and such amount has not been
included as part of the Principal Distribution Amount, such amount shall 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.


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                    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.



                    “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-2PFL Component, the Pass-Through Rate applicable to the Class A-2PFL Regular Interest) (provided that in no event
shall any Strip Rate be less than zero).



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



                    “Subordinate
Companion Loan”:  The Metropolitan Square Companion Loan, the San Felipe Plaza Companion Loan, the 2500 City West
Companion Loan, the Bryan Towers Companion Loan, the Caplease Companion Loans and the Mezz Cap Companion Loans.



                    “Subordinated
Certificate”:  Any 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 R-I or Class R-II Certificate.



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



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



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



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



                    “Swap
Contract”:  The 1992 ISDA Master Agreement (Multi-Currency Cross Border) together with the related schedule,
confirmation and any annexes thereto, dated as of October 27, 2005, by and among the Swap Counterparty and the Trustee, solely in its
capacity as Trustee, on behalf of the Trust, or any replacement interest rate swap agreement entered into by the Trustee in
accordance with this Agreement.


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                    “Swap
Counterparty”: Wachovia Bank, National Association, a national banking association, 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 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.



                    “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, the A-2PFL Grantor Trust Assets.



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


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                    “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”:  0.00073% per annum.



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



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



                    “Underwriter”: 
Each of Wachovia Capital Markets, LLC, Nomura Securities International, Inc., Citigroup Global Markets Inc., Credit Suisse First
Boston LLC, Deutsche Bank Securities Inc. and Goldman, Sachs & Co., or in each case, its successor in interest.



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



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



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



                    “USAP”: 
The Uniform Single Attestation Program for Mortgage Bankers.



                    “Voting
Rights”:  The portion of the voting rights of all of the Certificates which is allocated to any Certificate.  At
all times during the term of this Agreement, 100% of the Voting Rights shall be allocated among the Holders of the Regular
Certificates and the Class A-2PFL Certificates. Ninety-six percent (96%) of the Voting Rights shall be allocated among the


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Class A-1, Class A-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, 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, and
Class P Certificates in proportion to the respective Class Principal Balances of their Certificates (which proportion shall be
calculated as equal to the product of 96% and a fraction, the numerator of which is equal to the aggregate Certificate Balance of the
related Class of Certificates (adjusted as provided in the immediately succeeding provisos) and the denominator of which is equal to
the aggregate Certificate Balances of all Classes of Certificates referenced above, determined as of the Distribution Date
immediately preceding such time); provided, that solely for the purpose of determining the Voting Rights of the Classes of
Sequential Pay Certificates, the aggregate Appraisal Reduction Amount (determined as set forth herein)
shall be treated as Realized Losses with respect to the calculation of the Certificate Principal Balances thereof; provided,
further, however, that the aggregate Appraisal Reduction Amount shall not reduce the Class Principal Balance of any Class for
purposes of determining the Controlling Class, the Controlling Class Representative or the Majority Subordinate
Certificateholder.  Four percent (4%) in the aggregate of the Voting Rights shall be allocated to the Class IO
Certificates.  The Class Z 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 October 1, 2005 between
the Depositor and Wachovia and relating to the transfer of the Wachovia Mortgage Loans to the Depositor.



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



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



                    “Whole
Loan”  Collectively, Companion Loans and the related Co-Lender Loan.



                    “Workout
Delayed Reimbursement Amounts”.  With respect to any Mortgage Loan, the amount of any Advance made with respect to such
Mortgage Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Monthly Payments under its modified
terms, would then constitute) a Corrected Mortgage Loan, together with (to the extent accrued and unpaid) interest on such Advances,
to the extent that (i) such Advance (and any interest thereon) is not reimbursed to the Person who made such Advance on or before the
date, if any, on which such Mortgage Loan becomes a Corrected Mortgage Loan and (ii) the amount


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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).



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



                    “Yield
Maintenance Charge”:  Payments paid or payable, as the context requires, on a Mortgage Loan as the result of a
Principal Prepayment thereon, not otherwise due thereon in respect of principal or interest, which have been calculated (based on
Scheduled Payments on such Mortgage Loan) to compensate the holder for reinvestment losses based on the value of an interest rate
index at or near the time of prepayment.  Any other prepayment premiums, penalties and fees not so calculated will not be
considered “Yield Maintenance Charges.”  In the event that a Yield Maintenance Charge shall become due for any
particular Mortgage Loan, the Master Servicer shall be required to follow the terms and provisions contained in the applicable
Mortgage Note, provided, however, in the event the particular Mortgage
Note shall not specify the U.S. Treasuries which shall be used in determining the discount rate or the reinvestment yield to be
applied in such calculation, the Master Servicer shall be required to use those U.S. Treasuries having maturity dates most closely
approximating the maturity of such Mortgage Loan.  Accordingly if either no U.S. Treasury issue, or more than one U.S. Treasury
issue, shall coincide with the term over which the Yield Maintenance Charge shall be calculated (which depending on the applicable
Mortgage Note is based on the remaining average life of the Mortgage Loan or the actual term remaining through the Maturity Date),
the Master Servicer shall use the U.S. Treasury whose reinvestment yield is the lowest, with such yield being based on the bid price
for such issue as published in The Wall Street Journal on the date that is fourteen (14) days prior to the date that the Yield
Maintenance Charge shall become due and payable (or, if such bid price is not published on that date,
the next preceding date on which such bid price is so published) and converted to a monthly compounded nominal yield.  The
monthly compounded nominal yield (“MEY”) is derived from the reinvestment yield or discount rate and shall be defined as
MEY = (12X {(1+”BEY”/2)^1/6}-1) where BEY is defined as the U.S. Treasury Reinvestment Yield which is in decimal form and
not in percentage, and 1/6 is the exponential power to which a portion of the equation is raised.  For example, using a BEY of
5.50%, the MEY = (12 X {(1+ .055/2)^0.16667}-1) where 0.055 is the decimal version of the percentage 5.5% and 0.16667 is the decimal
version of the exponential power.  The MEY in the above calculation is 5.44%.


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



                    (b)          In
connection with the Depositor’s assignment pursuant to Section 2.01(a) above the Depositor shall direct, and hereby represents
and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement, to deliver
to and deposit with, or cause to be delivered to and deposited with, the Trustee or a Custodian appointed thereby (with a copy to the
Master Servicer and Special Servicer), on or before the Closing Date, the Mortgage File for each Mortgage Loan so assigned and the
Servicing File to the Master Servicer.  The Special Servicer may request the Master Servicer to deliver a copy of the Servicing
File for any Mortgage Loan (other than a Specially Serviced Mortgage Loan) at the expense of the Special Servicer.  None of
the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by any Mortgage Loan Seller
or the Depositor to comply with the document delivery requirements of the applicable Mortgage Loan Purchase Agreement and this
Section 2.01(b).



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


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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 Non-Serviced Mortgage Loans, 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
Non-Serviced Mortgage Loans) 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.


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



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


          Section
2.02.          Acceptance of the Trust Fund by Trustee.



                    (a)          The
Trustee, by its execution and delivery of this Agreement, acknowledges receipt of the Depositor’s assignment to it of the
Depositor’s right, title and interest in the assets that constitute the Trust Fund, and further acknowledges receipt by it or a
Custodian on its behalf, subject to the provisos in the definition of “Mortgage File” and the provisions of Section 2.01
and subject to the further limitations on review provided for in Section 2.02(b) and the exceptions noted on the schedule of
exceptions of (i) the Mortgage File delivered to it for each Mortgage Loan and (ii) a copy of a fully executed counterpart of each of
the Mortgage Loan Purchase Agreements, all in good faith and without notice of any adverse claim, and declares that it or a Custodian
on its
behalf holds and will hold such documents and the other documents received by it that constitute portions of the Mortgage Files, and
that it holds and will hold the Mortgage Loans and other assets included in the Trust Fund, in trust for the exclusive use and
benefit of all present and future Certificateholders and, with respect to any original document in the Mortgage File for a Loan Pair,
any present or future Companion Holder.  The Trustee hereby certifies to each of the Depositor, the Master Servicer, the Special
Servicer and each Mortgage Loan Seller that except as identified in the schedule of exceptions, which is attached hereto as Exhibit
C-1 without regard to the proviso in the definition of “Mortgage File,” each of the original executed Mortgage Notes as
described in clause (i) of the definition of Mortgage File are in its possession. 



                    (b)          In
addition, within ninety (90) days after the Closing Date (and if any exceptions are noted, again every 90 days thereafter until the
second anniversary of the Closing Date), and every 180 days thereafter until the fifth anniversary of the Closing Date, and
thereafter upon request by any party hereto, any Mortgage Loan Seller or the Majority


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Subordinate Certificateholder, the Trustee or the Custodian on its behalf will review the
Mortgage Files and certify (in a certificate substantially in the form of Exhibit C-2) to each of the Depositor, the Master Servicer,
the Special Servicer and each Mortgage Loan Seller (with copies to the Majority Subordinate Certificateholder) that, with respect to
each Mortgage Loan (and with respect to a Companion Loan and the 2005-C20 Serviced Mortgage Loans, 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)(a) of the definition of “Mortgage File” are in its possession, (ii) all documents
delivered or caused to be delivered by the applicable Mortgage Loan Seller constituting the related Mortgage File have been reviewed
by it and appear regular on their face and appear to relate to such Mortgage Loan, (iii) based on such examination and only as to the
foregoing documents, the information set forth in the Mortgage Loan Schedule for such Mortgage Loan with respect to the items
specified in clauses (v) and (vi)(c) of the definition of “Mortgage Loan Schedule” is correct and (iv) solely with
respect to the Companion Loans, all documents specified in clause (xiii) of the definition of Mortgage File are in its
possession.  Further, with respect to the documents described in clause (viii) of the definition of Mortgage File, the Trustee
may assume, for purposes of the certification delivered in this Section 2.02(b) and for purposes of
determining (subject to the proviso at the end of this sentence) where to file UCC Financing Statements, that the related Mortgage
File should include one state level UCC Financing Statement filing in the state of incorporation of the Mortgagor for each Mortgaged
Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor); provided, however, that
to the extent the Trustee has actual knowledge or is notified of any fixture or real property UCC Financing Statements filed in the
county of the state where the related Mortgaged Property is located, the Trustee shall file an assignment to the Trust Fund with
respect to such UCC Financing Statements in the appropriate jurisdiction under the UCC at the expense of the related Mortgage Loan
Seller.  The UCC Financing Statements to be assigned to the Trust Fund pursuant to Section 2.01(d) will be delivered by the
related Mortgage Loan Seller to the Trustee on the new national forms, in recordable form and
completed pursuant to Revised Article IX of the UCC.  The Trustee will submit such UCC Financing Statements for filing in the
state of incorporation of the related Mortgagor as so indicated on the documents provided.



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



                    (d)          The
Trustee may establish a Special Reserve Account which shall be an Eligible Account, and the Trustee or its designee shall deposit any
amount required to be deposited in a Special Reserve Account within one Business Day of receipt.  The related Mortgage Loan
Seller may direct the Trustee to invest or cause the investment of the funds deposited in the Special Reserve Account in Permitted
Investments that bear interest or are sold at a discount and that mature, unless payable on demand, no later than the Business Day
prior to


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


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



                    (a)          If
any party hereto discovers or receives notice that any document or documents
constituting a part of a Mortgage File (including that part relating to the
Non-Serviced Mortgage Loans held by the 2005-C20 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


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respect of any obligation of the Trustee to provide notice of a Document Defect, shall be
deemed given by the delivery of the certificate as required by Section 2.02(a)) to the other parties hereto, to the Majority
Subordinate Certificateholder and to the Rating Agencies of such Document Defect or Breach.  Promptly upon becoming aware of any
Document Defect or Breach (including through such written notice provided by any party hereto or the Majority Subordinate
Certificateholder as provided above), if any party hereto determines that such Document Defect or Breach materially and adversely
affects the value of the affected Mortgage Loan, the interest of the Trust therein or the interests of any Certificateholder, such
party shall notify the Master Servicer of such determination and promptly after receipt of such notice, the Master Servicer, and 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 ninety (90)
days from receipt of such written request (or, in the case of a Document Defect or Breach relating to a Mortgage Loan not being a
“qualified mortgage” within the meaning of the REMIC Provisions, not later than ninety (90) days after any party to this
Agreement discovers such Document Defect or Breach) (i) cure such Document Defect or Breach, as the case may be, in accordance with
Section 3(c) of the applicable Mortgage Loan Purchase Agreement, (ii) repurchase the affected Mortgage Loan in accordance with
Section 3(c) of the related Mortgage Loan Purchase Agreement, or (iii) within two years of the Closing Date, substitute a Qualified
Substitute Mortgage Loan for such affected Mortgage Loan and pay the Master Servicer for deposit into
the Certificate Account any Substitution Shortfall Amount in connection therewith in accordance with Sections 3(c) and 3(d) of the
applicable Mortgage Loan Purchase Agreement; provided, however, that if such Document Defect or Breach is capable of being
cured, but not within such ninety (90) day period, such Document Defect or Breach does not relate to the Mortgage Loan not being
treated as a “qualified mortgage” within the meaning of the REMIC Provisions, and the applicable Mortgage Loan Seller has
commenced and is diligently proceeding with the cure of such Document Defect or Breach within such ninety (90) day period, the
applicable Mortgage Loan Seller shall have an additional ninety (90) days to complete such cure (or, failing such cure, to repurchase
the related Mortgage Loan); and provided, further, with respect to such additional ninety (90) day period the applicable
Mortgage Loan Seller shall have delivered an Officer’s Certificate to the Trustee setting forth what
actions the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that the applicable Mortgage
Loan Seller anticipates such Document Defect or Breach will be cured within the additional ninety (90) day period, and provided,
further, that no Document Defect (other than with respect to a Mortgage Note, Mortgage, title insurance policy, Ground Lease or
any letter of credit) shall be considered to materially and adversely affect the interests of any Certificateholder, the interest of
the Trust therein or the value of the related Mortgage Loan unless the document with respect to which the Document Defect exists is
required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan,
defending any claim asserted by any borrower or third party with respect to the Mortgage Loan, establishing the validity or priority
of any lien on any collateral securing the Mortgage Loan or for any immediate significant
servicing obligations.  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


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Trustee shall on a quarterly basis prepare and deliver to the other parties a written report as
to the status of such uncured Document Defects as provided in this Section 2.03.  If the affected Mortgage Loan is to be
repurchased or substituted, the Master Servicer shall designate the Certificate Account as the account to which funds in the amount
of the Purchase Price or the Substitution Shortfall Amount, as applicable, are to be wired.  Any such repurchase or substitution
of a Mortgage Loan shall be on a whole loan, servicing released basis.



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



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



                    (b)          In
connection with any repurchase or substitution of one or more Mortgage Loans contemplated by this Section 2.03, upon receipt of a
Request for Release (in the form of Exhibit D-1 attached hereto) of a Servicing Officer of the Master Servicer certifying as to the
receipt of the applicable Purchase Price(s) in the Certificate Account (in the case of any such repurchase) or the receipt of the
applicable Substitution Shortfall Amount(s) in the Certificate Account and upon the delivery of the Mortgage File(s) and the
Servicing File(s) for the related Qualified Substitute Mortgage Loan(s) to the Custodian and the Master Servicer, respectively (in
the case of any such substitution), (i) the Trustee shall execute and deliver such endorsements and assignments as are provided to
it, in each
case without recourse, representation


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or warranty, as shall be necessary to vest in the applicable Mortgage Loan Seller the legal and
beneficial ownership of each repurchased Mortgage Loan or deleted Mortgage Loan, as applicable, being released pursuant to this
Section 2.03, and (ii) the Trustee, the Custodian, the Master Servicer, and the Special Servicer shall each tender to the applicable
Mortgage Loan Seller, upon delivery to each of them of a receipt executed by the applicable Mortgage Loan Seller, all portions of the
Mortgage File and other documents pertaining to each such Mortgage Loan possessed by it and the Master Servicer and the Special
Servicer shall release to the applicable Mortgage Loan Seller any Escrow Payments and Reserve Funds held by it in respect of such
repurchased or deleted Mortgage Loan; provided, that such tender by the Trustee or the Custodian shall be conditioned upon its
receipt from the Master Servicer or the Special Servicer of a Request for Release. 
Thereafter, the Trustee, the Custodian, the Master Servicer and the Special Servicer shall have no further responsibility with regard
to the related repurchased Mortgage Loan(s) or deleted Mortgage Loan(s), as applicable, and the related Mortgage File(s) and
Servicing File(s).  The Master Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and
deliver in its own name, on behalf of the Certificateholders and the Trustee or any of them, the endorsements and assignments
contemplated by this Section 2.03, and the Trustee shall execute any powers of attorney that are prepared and delivered to the
Trustee by the Master Servicer and are necessary to permit the Master Servicer to do so.  The Master Servicer shall indemnify
the Trustee for any reasonable costs, fees, liabilities and expenses incurred by the Trustee in connection with the negligent or
willful misuse by the Master Servicer of such powers of attorney. At the time a substitution is made, the related
Mortgage Loan Purchase Agreement will provide that the Mortgage Loan Seller shall deliver the related Mortgage File to the Trustee
and certify that the substitute Mortgage Loan is a Qualified Substitute Mortgage Loan.



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



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



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



                    (f)          The
Special Servicer shall, (1) direct, manage, prosecute and/or defend any action
brought by a Mortgagor against the Trust and/or the Special Servicer and (2)
represent the interests of the Trust in any litigation relating to the rights
and obligations of the Mortgagor or the Trust, or the enforcement of the
obligations of a Mortgagor, under the Mortgage Loan documents
(“Trust-Related Litigation”).



                    To
the extent the Master Servicer is named in Trust-Related Litigation, and the
Trust or Special Servicer is not named, in order to effectuate the role of the
Special Servicer as contemplated by Section 2.03(d)(i) above, the Master
Servicer shall (1) notify the Special Servicer of such Trust-Related Litigation
within ten (10) days of the Master Servicer receiving service of such
Trust-Related Litigation; (2) provide monthly status reports to the Special
Servicer, regarding such Trust-Related Litigation; (3) seek to have the Trust
replace the Master Servicer as the appropriate party to the lawsuit; and (4) so
long as the Master Servicer remains a party to the lawsuit, consult with and act
at the direction of the Special Servicer with respect to decisions and
resolutions related to the interests of the Trust in such Trust-Related
Litigation, including but not limited to the selection of counsel, provided
however, if there are claims against the Master Servicer and the Master Servicer
has not determined that separate counsel is required for such claims, such
counsel shall be reasonably acceptable to the Master Servicer.




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                    Notwithstanding the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights of the Special Servicer to direct the Master Servicer’s actions in Section 2.03(d)(iv) below, the Master Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including but not limited to the right to engage separate counsel in the Master Servicer’s reasonable discretion, the cost of which shall be subject to indemnification pursuant to Section 6.03.


                    Further, nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer’s good faith and reasonable judgment, may (1) result in an Adverse REMIC Event or Adverse Grantor Trust Event or (2) subject the Master Servicer to liability or materially expand the scope of the Master Servicer’s obligations under this Agreement.


                    Notwithstanding the Master Servicer’s right to make determinations relating to claims against the Master Servicer, the Special Servicer shall have the right at any time to (1) direct the Master Servicer to settle any claims brought against the Trust, including claims asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation) and (2) otherwise reasonably direct the actions of the Master Servicer relating to claims against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in
either case that the Special Servicer provides the Master Servicer with assurance that (A) such settlement or other direction does not require any admission of liability or wrongdoing on the part of the Master Servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust, (C) the Master Servicer is and shall be indemnified pursuant to Section 6.03 hereof for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment and (D) any such action taken by the Master Servicer at the direction of the Special Servicer and any action or conduct of the Master Servicer that is the subject of such Trust-Related Litigation shall
be deemed (as to the Master Servicer) to be in compliance with the Servicing Standard.


                    In the event both the Master Servicer and the Special Servicer or Trust are named in litigation, the Master Servicer and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded to such party in this Section 2.03(d).


                    This Section 2.03(d) shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust.


                    The Special Servicer will have the right to direct, manage, prosecute and/or defend any and all litigation and/or claims relating to (a) the enforcement of the obligations of a Mortgagor under the related loan documents (except with respect to the Non-Serviced Mortgage Loans) and (b) any claim or action brought by a Mortgagor against the Trust, provided that (i) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity, or in the event that any judgment is rendered against the Trustee in its individual capacity, the Trustee, upon prior written notice to the Special Servicer, may retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim), (ii) in the event of any action,
suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Mortgagor under the related Mortgage Loan documents, the Special Servicer shall not, without the prior written consent of the Trustee, (A) initiate any action, suit, litigation or proceeding in the name of the Trustee, whether in such capacity or individually, (B) engage counsel to represent the Trustee, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state, and (iii) in the event that any court finds that the Trustee is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to
protect and represent its interest (but not to otherwise direct, manage or prosecute such litigation or claim).



          Section
2.04.          Representations and Warranties of Depositor.



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

	
  
 
  	
  

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




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             (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
  



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





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


          Section
2.05.          Conveyance of Mortgage Loans; Acceptance of REMIC I and Grantor
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, 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.


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          Section
2.08.          Execution, Authentication and Delivery of REMIC II
Certificates, Class A-2PFL 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-2PFL 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-2PFL Regular Interest to receive distributions from the proceeds of REMIC II in respect of their REMIC II
Certificates and the Class A-2PFL Regular Interest, and all
ownership interests evidenced or constituted by the respective Classes of REMIC II Certificates and the Class A-2PFL Regular
Interest in such distributions, shall be as set forth in this Agreement.


          Section
2.09.          Execution, Authentication and Delivery of Class A-2PFL
Certificates.



                    Concurrently
with the assignment to the Trustee of the Class A-2PFL Regular Interest and the execution by the Trustee of the Swap Contract
comprising the Class A-2PFL 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-2PFL 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 and the Companion Loans (other than
the Non-Serviced Mortgage Loans and their related Companion Loans) that each is obligated to service and administer pursuant to this
Agreement on behalf of the Trustee, for the benefit of the Certificateholders and in the case of the Companion Loans, the related
Companion Holder, in accordance with any and all applicable laws, the terms of this Agreement (and, with respect to a Loan Pair, the
related Intercreditor Agreement), the terms of the respective Mortgage Loans, and, if applicable, the Companion Loans and, to the
extent consistent with the foregoing, in accordance with the Servicing Standard.  With respect to any Loan Pair, in the event
of a conflict between this Agreement and the related Intercreditor Agreement, the Intercreditor Agreement will control;
provided, in no event shall the Master Servicer or Special Servicer take any action


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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 Non-Serviced Mortgage Loans and their related Companion Loans) that are not Specially Serviced Mortgage Loans, and (ii) the
Special Servicer shall service and administer each Specially Serviced Mortgage Loan (other than the Non-Serviced Mortgage Loans and
their related Companion Loans), and REO Property and shall render such services with respect to all Mortgage Loans, Companion Loans
and REO Properties as are specifically provided for herein; provided, that the Master Servicer shall continue to receive
payments, make all calculations, and prepare, or cause to be prepared, all reports required hereunder with
respect to the Specially Serviced Mortgage Loans, except for the reports specified herein as prepared by the Special Servicer, as if
no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition
had occurred, and to render such incidental services with respect to such Specially Serviced Mortgage Loans and REO Properties as are
specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for its failure to
comply with such duties insofar as such failure results from a failure by the Special Servicer to provide sufficient information to
the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations
hereunder.  All references herein to the respective duties of the Master Servicer and the Special Servicer, and to the areas in
which they may exercise discretion, shall be subject to Section 3.21.



                    The
parties hereto acknowledge that the 2005-C20 Serviced Mortgage Loans and their related Companion Loans are being serviced and
administered under the 2005-C20 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 2005-C20 Serviced Mortgage Loans or their
related Companion Loans (except for the limited duties with respect to the 2005-C20 Serviced Mortgage Loans expressly provided
herein), (ii) to supervise the 2005-C20 Master Servicer, the 2005-C20 Special Servicer, the 2005-C20 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 2005-C20 Serviced Mortgage
Loans).  In addition to any other obligations expressly set forth herein by specific reference to any or all of the 2005-C20
Serviced Mortgage Loans, the Master Servicer, the Special Servicer and the Trustee shall have the following obligations with respect
to the 2005-C20 Serviced Mortgage Loans:

	
  
 
  	
  

          (i)          The
Trustee and the Paying Agent shall have the obligations described under   Section 2.02 with respect to the Mortgage File for the
2005-C20 Serviced   Mortgage Loans;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (ii)         Each
of the Master Servicer, the Special Servicer, the Trustee and the Paying   Agent shall have the obligations applicable to such party
under Section 2.03   with respect to the 2005-C20 Serviced Mortgage Loans;
  
	
   
  	
  
 
  
	
  
 
  	
  

          (iii)        The   Master
Servicer shall have the obligations described under Sections 3.04 and   3.05 with respect to all amounts received from the 2005-C20
Master   Servicer,  with respect to the   2005-C20 Serviced Mortgage Loans;
  




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          (iv)         The
Trustee shall have the obligations described under Section 3.10 with respect   to the Mortgage File for the 2005-C20 Serviced
Mortgage Loans;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (v)          Upon
receipt of information and reports on the 2005-C20 Serviced Mortgage Loans,   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 2005-C20 Serviced Mortgage Loans;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (vii)        Each   of the
Master Servicer, the Special Servicer, the Trustee and the Paying   Agent shall have the obligations applicable to such party under
Section 3.18   with respect to the 2005-C20 Serviced Mortgage Loans; and
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (viii)       The   Master
Servicer shall have the obligations described under Section 3.19(a)   with respect to any Prepayment Interest Shortfall on the
2005-C20 Serviced   Mortgage Loans.
  





                    The
obligation of the Master Servicer to provide information and collections to the Paying Agent and the Certificateholders with respect
to the 2005-C20 Serviced Mortgage Loans shall be dependent on its receipt of the corresponding information and collections from the
2005-C20 Master Servicer, the 2005-C20 Special Servicer, as the case may be.



                    With
respect to the Serviced Pari Passu Mortgage Loans, in the event such Serviced Pari Passu Mortgage Loan or any successor REO Loan is
no longer part of the Mortgage Pool, then (upon request) the Master Servicer and the Special Servicer will continue to service and
administer the related Loan Pair or any related REO Property, as and to the extent contemplated by the related Intercreditor
Agreement.



                    (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


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(iv) pledge agreements and other defeasance documents in connection with a defeasance
contemplated pursuant to Section 3.20(h).  Subject to Section 3.10, the Trustee shall, at the written request of the Master
Servicer or the Special Servicer, promptly execute any limited powers of attorney and other documents furnished by the Master
Servicer or the Special Servicer that are necessary or appropriate to enable them to carry out their servicing and administrative
duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by
the Master Servicer or the Special Servicer; provided, further, that, the Master Servicer and the Special Servicer shall not,
without the Trustee’s written consent, (A) initiate any action in the Trustee’s name without indicating the Master
Servicer’s or Special Servicer’s representative capacity or (B) cause the Trustee to be registered to do
business in any state.



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



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



                    (e)          Servicing
and administration of each Companion Loan (other than the Non-Serviced Companion Loans) shall continue hereunder for so long as the
corresponding Co-Lender Loan (other than with respect to the Non-Serviced Mortgage Loans) 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 is securitized, the Master Servicer’s servicing obligations and duties with respect to such Companion Loan shall
be limited to those obligations and duties described in the related Intercreditor Agreement and this Agreement.


          Section
3.02.          Collection of Mortgage Loan Payments.



                    (a)          Each
of the Master Servicer or the Special Servicer shall undertake reasonable efforts consistent with the Servicing Standard to collect
all payments required under the terms and provisions of the Mortgage Loans and Companion Loans it is obligated to service hereunder
and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures in accordance
with the Servicing Standard; provided, however, that nothing herein shall be construed as an express or implied guarantee by
the Master Servicer or the Special Servicer of collectability; and provided, further that with respect to the Mortgage Loans
that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related
Mortgage Loan documents, the Master Servicer and Special Servicer (including the Special Servicer in its capacity as a
Certificateholder), shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of
Additional Interest or principal in excess of the principal component of the constant Periodic


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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 Non-Serviced Mortgage Loans and their
related Companion Loans) 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 Non-Serviced Mortgage Loans and their related
Companion Loans).



                    (b)          All
amounts collected in respect of any Mortgage Loan or Companion Loan (other than the Non-Serviced Companion Loans) in the form of
payments from Mortgagors, Liquidation Proceeds (insofar as such Liquidation Proceeds are of the nature described in clauses (i)
through (iii) of the definition thereof) or Insurance Proceeds shall be applied to either amounts due and owing under the related
Mortgage Note and Mortgage (including, without limitation, for principal and accrued and unpaid interest) in accordance with the
express provisions of the related Mortgage Note and Mortgage (and, with respect to a Loan Pair, the related Intercreditor Agreement)
or, if required pursuant to the express provisions of the related Mortgage, or as determined by the Master Servicer or Special
Servicer in
accordance with the Servicing Standard, to the repair or restoration of the related Mortgaged Property, and, in the absence of such
express provisions, shall be applied for purposes of this Agreement:  first, as a recovery of any related and
unreimbursed Advances (including Workout Delayed Reimbursement Amounts that have not been reimbursed to the Master Servicer) plus
unreimbursed interest accrued thereon; second, as a recovery of Nonrecoverable Advances or Unliquidated Advances (including
interest on such Nonrecoverable Advance or Unliquidated Advances), in each case, that were paid from collections on the Mortgage
Loans (allocable to principal) and resulted in principal from the Mortgage Pool distributed to the Certificateholders being reduced
pursuant to Section 3.05(a) hereof; third, as a recovery of accrued and unpaid interest at the related Mortgage Rate on such
Mortgage Loan, to the extent such amounts have not been previously advanced, and exclusive of any portion
thereof that constitutes Additional Interest; fourth, as a recovery of principal of such Mortgage Loan then due and owing, to
the extent such amounts have not been previously advanced, including, without limitation, by reason of acceleration of the Mortgage
Loan following a default thereunder; fifth, in accordance with the normal servicing practices of the Master Servicer or the
Special Servicer, as a recovery of any other amounts then due and owing under such Mortgage Loan (other than Additional Interest),
including, without limitation, Prepayment Premiums, Yield Maintenance Charges and Penalty Interest; sixth, as a recovery of
any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and seventh,
with respect to any ARD Loan after its Anticipated Repayment Date, as a recovery of any unpaid Additional Interest.  All amounts
collected on any Mortgage Loan in the form of Liquidation Proceeds of the nature described in
clauses (iv) through (vi) of the definition thereof shall be deemed to be applied:  first, as a recovery of any related
and unreimbursed Advances plus interest accrued thereon; second, as a recovery of accrued and unpaid interest at the related
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


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previously advanced, and exclusive of any portion thereof that constitutes Additional Interest;
third, as a recovery of principal, to the extent such amounts have not been previously advanced, of such Mortgage Loan to the
extent of its entire unpaid principal balance; and fourth, with respect to any ARD Loan after its Anticipated Repayment Date,
as a recovery of any unpaid Additional Interest.  No such amounts shall be applied to the items constituting additional
servicing compensation as described in the first sentence of either Section 3.11(b) or 3.11(d) unless and until all principal and
interest then due and payable on such Mortgage Loan has been collected.  Amounts collected on any REO Loan shall be deemed to be
applied in accordance with the definition thereof.  The provisions of this paragraph with respect to the application of amounts
collected on any Mortgage Loan shall not alter in any way the right of the Master Servicer,
the Special Servicer or any other Person to receive payments from the Certificate Account as set forth in clauses (ii) through (xv)
of Section 3.05(a) from amounts so applied.



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



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



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


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



                    (a)          The
Master Servicer shall, as to all Mortgage Loans and Companion Loans (other than the Non-Serviced Mortgage Loans and their related
Companion Loans), establish and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow
Payments shall be deposited and retained, and shall administer such accounts in accordance with the terms of the Mortgage Loan
documents.  Each Servicing Account shall be an Eligible Account.  Withdrawals of amounts so collected from a Servicing
Account may be made (to the extent amounts have been escrowed for such purpose) only to:  (i) effect payment of items
for


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



                    (c)          The
Master Servicer shall, as to all Mortgage Loans and Companion Loans (other than the Non-Serviced Mortgage Loans and their related
Companion Loans), subject to Section 3.01(d), make a Servicing Advance with respect to the related Mortgaged Property in an amount
equal to all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments, penalties
and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies in each instance if and to the
extent Escrow Payments (if any) collected from the related Mortgagor are insufficient to pay such item when due and the related
Mortgagor has failed to pay such item on a timely basis; provided, that


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the Master Servicer shall not make any Servicing Advance prior to the penalty date or
cancellation date, as applicable, if the Master Servicer reasonably anticipates in accordance with the Servicing Standard that the
Mortgagor will pay such amount on or before the penalty date or cancellation date, and provided, further, that the Master
Servicer shall not be obligated to make any Servicing Advance that would, if made, constitute a Nonrecoverable Servicing Advance but
may, but is not required to, pay such amounts out of funds in the Certificate Account if it determines that such payment would be in
the best interests of the Certificateholders and such payment may be withdrawn from amounts in the Certificate Account;
provided, that the Master Servicer shall 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 in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect
of such Mortgaged Properties shall, for purposes of this Agreement, including, without limitation, the Trustee’s calculation of
monthly distributions to Certificateholders, be added to the unpaid Stated Principal Balances of the related Mortgage Loans or
Companion Loans, notwithstanding that the terms of such Mortgage Loans or Companion Loans so permit.  The foregoing shall in no
way limit the Master Servicer’s ability to charge and collect from the Mortgagor such costs together with interest thereon.




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



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


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Days after such notice then (subject to a determination that such Servicing Advance would not
be a Nonrecoverable Servicing Advance) the Trustee shall make such Servicing Advance.  Any failure by the Master Servicer to
make a Servicing Advance hereunder shall constitute an Event of Default by the Master Servicer subject to and as provided in Section
7.01.



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



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


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Nonrecoverable Advance; provided, however, that, if the Master Servicer has failed to
make a Servicing Advance for reasons other than a determination by the Master Servicer or the Special Servicer that such Servicing
Advance would be a Nonrecoverable Advance, the Trustee shall make such Servicing Advance within the time periods required by Section
3.03(c) unless the Trustee in good faith, makes a determination that such Servicing Advance would be a Nonrecoverable
Advance.



                    (f)          The
Master Servicer shall, as to all Mortgage Loans and Companion Loans, (other than the Non-Serviced Mortgage Loans and their related
Companion Loans) establish and maintain, as applicable, one or more accounts (the “Reserve Accounts”), into which
all Reserve Funds, if any, shall be deposited and retained.  Withdrawals of amounts so deposited may be made (i) to pay for, or
to reimburse the related Mortgagor in connection with, the related environmental remediation, repairs and/or capital improvements at
the related Mortgaged Property if the repairs and/or capital improvements have been completed, and such withdrawals are made in
accordance with the Servicing Standard and the terms of the related Mortgage Note, Mortgage and any agreement with the related
Mortgagor governing such Reserve Funds and any other items for which such Reserve Funds were intended pursuant to the loan documents
and (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below if
permitted under the related Mortgage Loan documents.  To the extent permitted in the applicable Mortgage, funds in the Reserve
Accounts to the extent invested may be only invested in Permitted Investments in accordance with the provisions of Section
3.06.  All Reserve Accounts shall be Eligible Accounts.  The Reserve Accounts shall not be considered part of the
segregated pool of assets comprising REMIC I, REMIC II or the Grantor 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, 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 Loans), the related Companion Holders,
but solely to the extent set forth in the related Intercreditor Agreement and subject to any provisions relating to subordination of
rights with respect to the Co-Lender Loans.  The Certificate Account shall be an Eligible Account.  The Master Servicer
shall deposit or cause to be deposited in the Certificate Account, within one Business Day of receipt of available funds (in the case
of payments by Mortgagors or other collections on the Mortgage Loans or the Companion Loans) or as otherwise required hereunder, the
following payments and collections received or made by the Master 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 Loans),
due and payable on or before the Cut-Off Date, which payments shall be delivered promptly to the applicable Mortgage Loan Seller or
its designee, with negotiable instruments endorsed as necessary and appropriate without recourse), other than amounts received from
Mortgagors which are to be used to purchase defeasance collateral, or payments (other than Principal Prepayments) received by it on
or prior to the Cut-Off Date but allocable to a period subsequent thereto:


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          (i)          all
payments on account of principal of the Mortgage Loans or Companion Loans   (other than the Non-Serviced Companion Loans), including
Principal   Prepayments;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (ii)         all
payments on account of interest on the Mortgage Loans or Companion Loans   (other than the Non-Serviced Companion Loans), including
Additional Interest;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (iii)        all
Prepayment Premiums and Yield Maintenance Charges (other than with respect to   the Non-Serviced Companion Loans);
  
	
  
 
  	
  
 
  
	
   
  	
  

          (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 Loans) including, without limitation, any amounts representing
recoveries of Nonrecoverable Advances, including interest on such   Nonrecoverable Advances);
  
	
  
 
  	
  
 
  
	
  
 
  	
  

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

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

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




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          (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 2005-C20 Master Servicer in respect of   the 2005-C20 Serviced Mortgage Loans pursuant to the 2005-C20
Pooling and   Servicing Agreement and the related Intercreditor Agreements.
  




                    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 Loans) 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



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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 time on the P&I Advance Date therein, for
deposit in the Distribution Account, an aggregate amount of immediately available funds equal to that portion of the Available
Distribution Amount (calculated
without regard to clauses (a)(ii), (a)(v) and (b)(ii)(B) of the definition thereof) for the related Distribution Date then on deposit
in the Certificate Account, together with (i) any Prepayment Premiums, Yield Maintenance Charges and/or Additional Interest received
on the Mortgage Loans during the related Collection Period, and (ii) in the case of the final Distribution Date, any additional
amounts contemplated by the third paragraph of Section 9.01; to the extent that the foregoing is inconsistent with Section 3.28(c),
Section 3.28(c) shall control.



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



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

	
  
 
  	
  

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




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          (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, 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).  Pursuant to each Mortgage Loan Purchase Agreement, each Mortgage Loan Seller, on the
Closing Date, shall be required to deposit in the Interest Reserve Account the Interest Reserve Amounts to be distributed on the
first Distribution Date for the Interest Reserve Loans.  The Trustee shall enforce such obligations on behalf of the Trust
Fund.



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



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



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


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



                    (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-2PFL Certificateholders and the Swap Counterparty.  The Floating Rate Account shall (i) at all times be Eligible
Accounts and (ii) relate solely to the Class A-2PFL Certificates and amounts payable in respect of the Swap Contract.



                    (h)          The
Paying Agent shall deposit into the Floating Rate Account all amounts received in respect of distributions on the Class A-2PFL
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.


          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 and
Floating Rate 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 Loans) 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;
  



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             (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) 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 
  




- 103 -








	
  
 
  	
  
be made first, from   amounts collected on the related Subordinate Companion Loan and then from
the   related Co-Lender Loan (and Pari Passu Companion Loans, if any), in   accordance with the terms of the related Intercreditor
Agreement);
  
	
  
 
  	
  
 
  
	
   
  	
  

             (vii)       to
reimburse the Trustee, itself or the Special Servicer, in that order, (A) for   any unreimbursed Advances (including interest at the
Reimbursement Rate) that   have been or are determined to be Nonrecoverable Advances and for any   Workout-Delayed Reimbursement
Amounts, and (B) to pay itself, with respect to   any Mortgage Loan, (including, if applicable, the Non-Serviced Mortgage Loans)
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; and to reimburse the
2005-C20 Master Servicer for unreimbursed advances (including interest
on   such advances) made by such party pursuant to the 2005-C20 Pooling and   Servicing Agreement, in respect of the 2005-C20
Serviced Mortgage Loans, that   have been or are determined to be nonrecoverable advances pursuant to the   terms of the 2005-C20
Pooling and Servicing Agreement, or if the amount of   such pro rata share, together   with amounts available from collections
in the certificate account created   under the 2005-C20 Pooling and Servicing Agreement, is insufficient to   reimburse the party
that made such advance, then up to the full amount of   such advance (and interest thereon), subject in each case to the terms of
the   related Intercreditor Agreement; provided, however,   that any reimbursement of Nonrecoverable Advances or
Workout-Delayed   Reimbursement Amounts payable pursuant to this Section 3.05(a)(vii) with respect   to Nonrecoverable Advances,
shall be deemed to be recovered, first,   from collections or receipts on the Mortgage Loans, 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)      at
such time as it reimburses the Trustee, itself (or the 2005-C20 Master   Servicer) or the Special Servicer, in that order, for any
unreimbursed   Advance (including any Advance that constitutes a Workout-Delayed   Reimbursement Amount) pursuant to clause (ii),
(vi) or (vii) above, to pay   the Trustee, itself (or the 2005-C20 Master Servicer) or the Special   Servicer, as the case may be, in
that order, any interest accrued and payable   thereon in accordance with Section 3.03(d) or 4.03(d), (or, with respect to   the
2005-C20 Serviced Mortgage Loans, pursuant to the 2005-C20 Pooling and   Servicing Agreement) as applicable; provided,   that
the Trustee’s, the Master Servicer’s, the Special Servicer’s, and the   2005-C20 Master Servicer’s rights to
payment pursuant to this clause (viii)   with respect to interest
on any Advance shall be satisfied (A) subject to and   in accordance with the terms of the Intercreditor Agreement with respect to
the related Loan Pair, first out of late payment charges and Penalty Interest   collected on or in respect of the related Mortgage
Loan (and if the Advance   was 
  




- 104 -








	
  
 
  	
  
made with respect to a   Co-Lender Loan, out of such amounts collected on or in respect of the
related   Companion Loans(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;
  
	
   
  	
  
 
  
	
  
 
  	
  

             (ix)        to
pay for costs and expenses incurred by the Trust Fund pursuant to Section   3.12, as to any Mortgage Loan that is a Specially
Serviced Mortgage Loan;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

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

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


	
   
  	
  
 
  
	
  
 
  	
  

             (xii)       to
pay for the cost of an independent appraiser or other expert in real estate   matters retained pursuant to Section 3.03(e), 3.09(a),
3.18, 4.03(c) or 9.01;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

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

             (xiv)      to
pay for (A) the advice of counsel and tax accountants contemplated by Section   3.17(a)(iii), (B) the cost of the Opinions of Counsel
contemplated by   Sections 3.09(b)(ii), 3.20(d) and 11.02(a), (C) the cost of an Opinion of   Counsel contemplated by Section
11.01(a) or 11.01(c) in connection 
  




- 105 -









	
  
 
  	
  
with any amendment to this   Agreement requested by the Master Servicer or the Special Servicer
that   protects or is in furtherance of the rights and interests of   Certificateholders, and (D) the cost of recording this
Agreement in   accordance with Section 11.02(a);
  
	
  
 
  	
  
 
  
	
  
 
  	
  

             (xv)       to
pay itself, the Special Servicer, any of the Mortgage Loan Sellers, the   Majority Subordinate Certificateholder, a Companion Holder,
a mezzanine   lender or any other Person, as the case may be, with respect to each Mortgage   Loan, if any, previously purchased by
such Person pursuant to this Agreement,   all amounts received thereon subsequent to the date of purchase;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
            
(xvi)      to withdraw any Interest Reserve   Amount and remit such Interest Reserve Amount to the
Trustee for deposit into   the Interest Reserve Account pursuant to Section 3.04(c);
  
	
  
 
  	
  
 
  
	
   
  	
  

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

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

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

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


	
   
  	
  
 
  
	
  
 
  	
  

             (xxi)      to
withdraw any amounts deposited in error;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

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


	
  
 
  	
  
 
  
	
  
 
  	
  

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





                    The
Master Servicer shall keep and maintain separate accounting records, on a loan-by-loan basis when appropriate, in connection with any
withdrawal from the Certificate Account pursuant to clauses (ii)-(xxiii) above.  Upon request, the Master Servicer shall provide
to the Trustee such records and any other information in the possession of the Master Servicer to enable the Trustee to determine the
amounts attributable to REMIC I (with respect to the Mortgage Loans) and the Companion Loans.  The Master Servicer shall, to the
extent permitted by the terms of the related Intercreditor Agreement, make claims for reimbursement from the related Companion Holder
in connection with related Servicing Advances and interest thereon and other related expenses so as to minimize the total amount of
withdrawals on the Certificate Account for such
items.  Nothing in the foregoing sentence shall limit the Master Servicer’s rights to be reimbursed for claims relating to
the Companion Loans that are reimbursable claims pursuant to the terms of this Agreement.  Notwithstanding anything in this
Section 3.05(a) to the


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contrary, in no event shall the Master Servicer withdraw from funds on deposit in the
Certificate Account any amount to be applied to, or to provide reimbursement for, any amounts referenced in this Section 3.05(a)
(other than amounts referenced in clause (xix)) which relate to any Companion Loan to the extent the related Co-Lender Loan has been
paid in full in a prior Collection Period.



                    The
Master Servicer shall pay to the Special Servicer (or to third party contractors at the direction of the Special Servicer) or the
Trustee from the Certificate Account amounts permitted to be paid to the Special Servicer (or to such third party contractors) or the
Trustee therefrom promptly upon receipt of a certificate of a Servicing Officer of the Special Servicer or of a Responsible Officer
of the Trustee, describing the item and amount to which the Special Servicer (or such third party contractors) or the Trustee is
entitled.  The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate the amounts
stated therein.  With respect to any reimbursement to be made hereunder to the 2005-C20 Master Servicer, the 2005-C20 Special
Servicer in respect of any Advance (as defined in the 2005-C20
Pooling and Servicing Agreement) made by such parties subsequently determined to be a nonrecoverable advance pursuant to the terms of
the 2005-C20 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 2005-C20 Pooling and Servicing Agreement) is a nonrecoverable
advance under the terms of the 2005-C20 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 six (6) months or such longer period of time as agreed to by
the Master Servicer or the Trustee, as applicable, and the Controlling Class Representative, 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 Trustee, as applicable, shall give S&P, Fitch and Moody’s at least 15 days notice prior to any
reimbursement to it of Nonrecoverable Advances from amounts in the Certificate Account allocable to interest on the Mortgage Loans
unless (1) the


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



                    If the
Master Servicer or the Trustee, as applicable, is reimbursed out of general collections for any unreimbursed Advances that are
determined to be Nonrecoverable Advances (together with any interest accrued and payable thereon), then (for purposes of calculating
distributions on the Certificates) such reimbursement and payment of interest shall be deemed to have been made:  first, out of
the Principal Distribution Amount which, but for its application to reimburse a Nonrecoverable Advance and/or to pay interest
thereon, would be included in the Available Distribution Amount for any subsequent Distribution Date, and second, out of other
amounts which, but for their application to reimburse a Nonrecoverable Advance and/or to pay interest thereon, would be included in
the Available Distribution Amount for any subsequent Distribution
Date.  If and to the extent that any payment is deemed to be applied in accordance with clause first above to reimburse a
Nonrecoverable Advance or to pay interest thereon, then the Principal Distribution Amount for such Distribution Date shall be
reduced, to not less than zero, by the amount of such reimbursement. If and to the extent (i) any Advance is determined to be a
Nonrecoverable Advance, (ii) such Advance and/or interest thereon is reimbursed out of the Principal Distribution Amount as
contemplated by clause first of the immediately 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 REMIC I Regular Interests,   and to make distributions to Certificateholders on each
Distribution Date,   pursuant to Sections 4.01 and 9.01, as applicable and to make distributions   to the Floating Rate Account with
respect to the Class A-2PFL Regular   Interest pursuant to this agreement;
  




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          (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
amounts shall be allocated pursuant to the 2005-C20   Pooling and Servicing Agreement and the related Intercreditor Agreement if
such costs relate to the NGP Rubicon Pool Whole Loan or the 1000 & 1100   Wilson 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 any such REMIC,
together with all   incidental costs and expenses, to the extent none of the Trustee, the REMIC   Administrator, the Master Servicer
or the Special Servicer is liable therefor   pursuant to Section 10.01(i); provided that a portion of such amounts   shall be
allocated pursuant to the 2005-C20 Pooling and Servicing Agreement   and the related Intercreditor Agreement if such costs relate to
the NGP   Rubicon Pool Whole Loan or the 1000 & 1100 Wilson 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   2005-C20 Pooling and Servicing Agreement and the related Intercreditor   Agreement if such costs
relate to the NGP Rubicon Pool Whole Loan or the 1000   & 1100 Wilson 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(n).


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                    (d)          The
Trustee shall on each P&I Advance Date to occur in March of each year, and in the event the final Distribution Date occurs in
February or, if such year is not a leap year, in January, on the P&I Advance Date to occur in such February or January, withdraw
from the Interest Reserve Account and deposit into the Distribution Account in respect of each Interest Reserve Loan, an amount equal
to the aggregate of the Interest Reserve Amounts deposited into the Interest Reserve Account pursuant to Section 3.04(c) during the
immediately preceding Collection Period and, if applicable, the second preceding Collection Period and, if applicable, the related
Collection Period.



                    (e)          The
Paying Agent shall, on any Distribution Date, make withdrawals from the Additional Interest Account to the extent required to make
the distributions of Additional Interest required by Section 4.01(b).



                    (f)          In
the event that servicing advances (or with respect to the 1000 & 1100 Wilson Loan) or principal and interest advances have been
made with respect to the 2005-C20 Serviced Mortgage Loans, under the 2005-C20 Pooling and Servicing Agreement by the 2005-C20 Master
Servicer and in accordance with the 2005-C20 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 2005-C20 Pooling and Servicing Agreement from general collections on all Mortgage Loans in
the Certificate Account (up to, with respect to a servicing advance, the applicable Non-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 2005-C20 Pooling and Servicing Agreement is insufficient to reimburse the party that made such advance,
then up to the full amount of such advance and interest thereon) subject, in each case, to the terms of the related Intercreditor
Agreement.



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



                    (h)          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 3.29(c), provided there is no Swap Default;
  
	
  
 
  	
  
 
  
	
   
  	
  

             (iii)        to
make distributions to the Holders of the Class A-2PFL Certificates pursuant   to Section 4.01(l); and
  
	
  
 
  	
  
 
  
	
  
 
  	
  

             (iv)         to
clear and terminate the Floating Rate Account pursuant to Section 9.01.
  




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


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                    (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 and the Gain-on-Sale
Reserve
Account, the Interest Reserve Account or the Additional Interest Account (also, for purposes of this Section 3.06, an
“Investment Account”) to invest, or if it is such depository institution, may itself invest, the funds held therein
only in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, no later
than the Business Day immediately preceding the next succeeding date on which such funds are required to be withdrawn from such
account pursuant to this Agreement.  Funds held in the Distribution Account, the Companion Distribution Account, the Additional
Interest Account, Floating Rate Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account may remain
uninvested.  In the event that the Master Servicer shall have failed to give investment directions for any Servicing Account,
any Reserve Account or the Certificate Account (exclusive of any accounts as are held by the Master Servicer) or the
Special Servicer shall have failed to give investment directions for the REO Account by 11:00 A.M. New York time on any Business Day
on which there may be uninvested cash, such funds held in the REO Account shall be invested in securities described in clause (i) of
the definition of the term “Permitted Investments”; and such funds held in such other accounts shall be invested in
securities described in clause (v) of such definition.  All such Permitted Investments shall be held to maturity, unless payable
on demand.  Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity as
such).  The Master Servicer on behalf of the Trustee for the benefit of Certificateholders (with respect to Permitted
Investments of amounts in the Servicing Accounts, the Reserve Accounts or the Certificate Account), the Special Servicer on behalf of
the Trustee for the benefit of Certificateholders (with respect to Permitted Investments of amounts
in the REO Account) and the Trustee (with respect to Permitted Investments of amounts in the Distribution Account, the Floating Rate
Account, the Gain-on-Sale Reserve Account, Interest Reserve Account or the Additional Interest Account) for the benefit of the
Certificateholders, and the Companion Paying Agent with respect to the Companion Distribution Account, shall (and the Trustee hereby
designates the Master Servicer and the Special Servicer, with respect to any Investment Account maintained by them, and itself, with
respect to the Distribution Account, the Additional Interest Account, the Interest Reserve Account, the Floating Rate 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


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



                    (b)          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



                    (c)          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.



                    (d)          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


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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.



                    (e)          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.



                    (f)          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
(other than the 2005-C20 Serviced Mortgage Loans and their related Companion Loans)) 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; and provided, further, that, if and to the extent that a Mortgage so permits,
the related Mortgagor shall be required to exercise its reasonable best efforts to obtain the required insurance coverage from
Qualified Insurers and required insurance coverage obtained by the Master Servicer shall be from Qualified Insurers.  REO
Property with respect to the Non-Serviced Mortgage Loans is excluded for all purposes of 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 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


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



                    Notwithstanding
the foregoing, the Master Servicer or Special Servicer, as applicable, will not be required to maintain (and in the case of the
Special Servicer, with respect any Specially Serviced Mortgage Loan), and shall not cause a Mortgagor to be in default with respect
to the failure of the related Mortgagor to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or
similar acts, if, and only if, the Special Servicer, in consultation with the Controlling Class Representative, and, with respect to
each Co-Lender Loan (other than the Non-Serviced Mortgage Loans), 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; provided,
however, the Controlling Class Representative shall not have more than three Business Days to respond to the Special
Servicer’s request for consultation; provided, further, that upon the Special Servicer’s determination, consistent
with the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult with the Controlling Class
Representative or Companion Holder, if applicable, the Special Servicer shall not be required to do so; provided, further,
that, during the period that the Special Servicer is evaluating such insurance hereunder, the Master Servicer shall not be liable for
any loss related to its failure to require the Mortgagor to maintain terrorism insurance and shall not be in
default of its obligations hereunder as a result of such failure.  The Special Servicer shall promptly notify the Master
Servicer of each determination under this paragraph.


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                    (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


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has such insurance and, by the terms of such policy or policies, the coverage afforded
thereunder extends to the Master Servicer or the Special Servicer, as the case may be.  Any such errors and omissions policy
shall provide for ten days’ written notice to the Trustee prior to cancellation.  The Master Servicer and the Special
Servicer shall each cause the Trustee to be an additional loss payee on any policy currently in place or procured pursuant to the
requirements of this Section 3.07(c).



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


          Section
3.08.          Enforcement of Alienation Clauses.



                    (a)          Upon
receipt of any request of a waiver in respect of a due-on-sale or due-on-encumbrance provision with respect to a Mortgage Loan, the
Master Servicer shall promptly forward such request to the Special Servicer, who, if otherwise permitted pursuant to this Agreement,
will analyze such waiver, including the preparation of written materials in connection with such analysis, and will close the related
transaction, subject to the consent rights (if any) of each Companion Holder pursuant to the related Intercreditor Agreement as
provided in this Section.  With respect to all Mortgage Loans and Companion Loans (other than the Non-Serviced Mortgage Loans
and their related Companion Loans), the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall, to the extent
permitted by applicable law, enforce the restrictions contained in the related Mortgage on transfers or further encumbrances of the
related Mortgaged Property and on transfers of interests in the related Mortgagor, unless the Special Servicer (after providing the
Controlling Class Representative 12 Business Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(c),
as the case may be, which notice shall be given by the Special Servicer no later than three Business Days after receipt of such
request) has determined, consistent with the Servicing Standard, that waiver of such restrictions would be in accordance with the
Servicing Standard.  Promptly after the Special Servicer (after providing the Controlling Class Representative 12 Business
Days notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case may be, which notice shall be given
by the Special Servicer no later than three Business Days after receipt of such request) has
made any such determination, the Special Servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto an
Officer’s Certificate setting forth the basis for such determination.  The Special Servicer shall not exercise any such
waiver in respect of a due-on-encumbrance provision of any Mortgage Loan that is cross-collateralized or cross-defaulted with one of
the ten largest Mortgage Loans or that is one of the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal
Balance), without written confirmation from Fitch that such action would not result in a downgrading, qualification or withdrawal of
the rating then assigned to the Certificates.  The Special Servicer shall not exercise any such waiver in respect of a
due-on-encumbrance provision of any Mortgage Loan (i) with respect to which (a) the aggregate of the Stated Principal Balance of such
Mortgage Loan and the Stated Principal Balance of all other Mortgage Loans that are
cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on such Mortgage Loan, is equal
to or in


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excess of $20,000,000, (b) the aggregate of the Stated Principal Balance of such Mortgage Loan
and the Stated Principal Balance of all other Mortgage Loans that are
cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated
with the Mortgagor on such Mortgage Loan, are greater than 2% of the aggregate
Stated Principal Balance of all Mortgage Loans or (c) such Mortgage Loan is one
of the ten largest Mortgage Loans as of the date of the waiver (by Stated
Principal Balance), without receiving prior written confirmation from
Moody’s that such action would not result in a downgrading, qualification
or withdrawal of the ratings then assigned to the Certificates and (ii) with
respect to which (a) the criteria set forth in clause (i)(a), (i)(b) and (i)(c)
have been met or (b) such Mortgage Loan has a Loan-to-Value Ratio (calculated to
include the additional indebtedness secured by any encumbrance) that is equal to
or greater than 85% and a Debt Service Coverage Ratio (calculated to include the
additional debt from any encumbrance) of 1.2x or less, without receiving a prior
written confirmation from S&P that such action would not result in a
downgrading, qualification or withdrawal of the ratings then assigned to the
Certificates.  With respect to a waiver of a due-on-sale provision, the
Special Servicer shall not waive any such restriction with respect to which (a)
the aggregate of the Stated Principal Balance of such Mortgage Loan and the
Stated Principal Balance of all other Mortgage Loans that are
cross-collateralized, cross-defaulted or have been made to Mortgagors affiliated
with the Mortgagor on such Mortgage Loan, is equal to or in excess of
$35,000,000 (or $25,000,000 with respect to Moody’s), (b) the aggregate of
the Stated Principal Balance of such Mortgage Loan and the Stated Principal
Balance of all other Mortgage Loans that are cross-collateralized,
cross-defaulted or have been made to Mortgagors affiliated with the Mortgagor on
such Mortgage Loan, are greater than 5% of the aggregate Stated Principal
Balance of all Mortgage Loans or (c) such Mortgage Loan is one of the ten
largest Mortgage Loans as of the date of the waiver (by Stated Principal
Balance), without receiving prior written confirmation from S&P and
Moody’s that such action would not result in a downgrading, qualification
or withdrawal of the ratings then assigned to the Certificates; provided,
further, that, if the Mortgage Loan does not meet the criteria set forth
in clauses (a), (b) and (c) of this sentence, the Special Servicer may waive
such requirement without approval by S&P or Moody’s in accordance with
the Servicing Standard.  With respect to each Co-Lender Mortgage Loan, no
waiver of a due-on-sale or due-on-encumbrance provision will be effective unless
the Special Servicer first consults with the related Subordinate Companion
Holder if required under the applicable Intercreditor Agreement. Notwithstanding
anything to the contrary in Section 3.08(a) and solely with respect to the
Reserve Pool Loan, although consent of the Master Servicer is required, neither
the consent of the Special Servicer nor the applicable Rating Agencies shall be
required with respect to an initial syndication of up to a total of $11,250,000
of the various borrower’s equity interests.  The Special Servicer and
the Rating Agencies shall be notified upon the completion of any such
syndication.



                    (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 Non-Serviced Mortgage Loans) (without the Special Servicer’s consent) or the Special Servicer (with
respect to Specially Serviced Mortgage Loans) may grant, without any Rating Agency confirmation as provided in paragraph (a) above, a
Mortgagor’s request for consent to subject the related Mortgaged Property to an easement or right-of-way for utilities, access,
parking, public improvements or another purpose, and may consent to subordination of the related Mortgage Loan to such easement or
right-of-way provided the Master Servicer or the Special Servicer, as applicable, shall have determined in accordance
with the  Servicing Standard that such easement


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or right-of-way shall not materially interfere with the then-current use of the related
Mortgaged Property, or the security intended to be provided by such Mortgage, the related Mortgagor’s ability to repay the
Mortgage Loan, or materially or adversely affect the value of such Mortgaged Property or cause the Mortgage Loan to cease to be a
“qualified mortgage” for REMIC purposes.



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



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



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



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



                    With
respect to each Required Appraisal Mortgage Loan (other than the Non-Serviced Mortgage Loans) 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


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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, that such expense will be subject to reimbursement to the Master Servicer as a
Servicing Advance out of the Certificate Account pursuant to Section 3.05(a)(vi) and 3.05(a)(vii).



                    Notwithstanding
the foregoing, in no event shall the Master Servicer or the Special Servicer obtain an appraisal of a Companion Loan pursuant to this
Section 3.09(a) to the extent the related Co-Lender Loan has been paid in full.



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

	
  
 
  	
  

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

              (ii)          the
Special Servicer shall have obtained an Opinion of Counsel (the cost of which   may be withdrawn from the Certificate Account
pursuant to   Section 3.05(a)) to the effect that the holding of such personal   property as part of the Trust Fund (to the
extent not allocable to a   Companion Loan) will not cause the imposition of a tax on 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 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
  




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            (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 a
Non-Serviced Mortgage Loans) 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).


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                    (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 a Non-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 a Non-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


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


          Section
3.11.          Servicing Compensation.



                    (a)          As
compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Master Servicing Fee with respect to
each Mortgage Loan (including each


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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 .  As to each
such Mortgage Loan and REO Loan, the Master Servicing Fee shall accrue at the related Master Servicing Fee Rate and on the same
principal amount respecting which the related interest payment due on such Mortgage Loan or deemed to be due on such REO Loan is
computed and calculated on the basis of a 360-day year consisting of twelve 30-day months (or, in the event of a Principal Prepayment
in full or other Liquidation Event with respect to a Mortgage Loan or REO Loan, on the basis of the actual number of days to elapse
from and including the related Due Date to but excluding the date of such Principal Prepayment or Liquidation Event in a month
consisting of 30 days).  The Master Servicing Fee with respect to each Non-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). The right to receive the Master Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement.



                    (b)          Additional
servicing compensation in the form of: (i) all late payment charges, Penalty Interest, assumption application fees, modification fees
for 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 any assumption fees 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 or
interest on Advances pursuant to this Section 3.11(b).  To the extent the Master Servicer or the Special Servicer receives late
payment charges or Penalty Interest on a Mortgage Loan for which interest on Advances or Additional Trust Fund Expenses related to
such Mortgage Loan during the preceding 12 month period immediately preceding the receipt of such
late payment charges or Penalty Interest and not previously reimbursed to the Trust Fund, the Master Servicer shall deposit in the
Certificate Account, on or prior to the P&I Advance Date following the collection of such late payment charges or Penalty
Interest, an amount equal to the lesser of (i) the amount of late payment charges or Penalty Interest received on such Mortgage Loan
or (ii) the sum of the amount of interest paid to the Master Servicer on Advances related to such Mortgage Loan


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during the preceding 12 month period for which the Trust Fund has not been previously
reimbursed and the amount of Additional Trust Fund Expenses related to such Mortgage Loan incurred during the preceding 12 month
period and not previously reimbursed to the Trust Fund.  To the extent that the Master Servicer is not entitled to late payment
charges or Penalty Interest pursuant to the immediately preceding sentence, the Master Servicer shall deposit such late payment
charges and Penalty Interest in the Certificate Account.  Penalty Interest or late payment charges in respect of any Mortgage
Loan or Companion Loan which has accrued during the period when the related Mortgage Loan or Companion Loan is not a Specially
Serviced Mortgage Loan shall be additional compensation to the Master Servicer even if collected during the period when the related
Mortgage Loan or Companion Loan is a Specially Serviced Mortgage Loan.  The Master Servicer shall also be
entitled to additional servicing compensation in the form of (i) Prepayment Interest Excesses; (ii) interest or other income earned
on deposits in the Certificate Account, in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if
any, with respect to such account for each Collection Period), and (iii) to the extent not required to be paid to any Mortgagor under
applicable law or the terms of the related Mortgage Loan or Companion Loan, any interest or other income earned on deposits in the
Reserve Accounts and Servicing Accounts maintained thereby.



                    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 Non-Serviced Mortgage Loan and any related REO
Loans).  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


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Workout Fee shall be payable out of, and shall be calculated by application of the Workout Fee
Rate to, each collection of interest (other than Additional Interest and Penalty Interest) and principal received on such Mortgage
Loan or Companion Loan for so long as it remains a Corrected Mortgage Loan (net of any portion of such collection payable or
reimbursable to the Master Servicer, the Special Servicer, or the Trustee for any related unpaid or unreimbursed Master Servicing
Fees and/or Advances) received on such Mortgage Loan or Companion Loan for so long as it remains a Corrected Mortgage Loan
provided, that, with respect to any Intercreditor Agreement or any mezzanine intercreditor agreement which expressly excludes
payment of a Workout Fee as part of any exercise of a purchase option thereunder, no Workout Fee shall be payable hereunder and
instead, to the extent provided in the related Intercreditor Agreement, or any mezzanine intercreditor agreement
and herein, a Liquidation Fee shall be payable.  The Workout Fee with respect to any Corrected Mortgage Loan will cease to be
payable if a Servicing Transfer Event occurs with respect thereto or if the related Mortgaged Property becomes an REO Property;
provided, that a new Workout Fee would become payable if and when such Mortgage Loan and, if applicable, Companion Loan again
became a Corrected Mortgage Loan.  If the Special Servicer is terminated or resigns, it will retain the right to receive any and
all Workout Fees payable with respect to any Specially Serviced Mortgage Loan that became a Corrected Mortgage Loan during the period
that it acted as Special Servicer and remained a Corrected Mortgage Loan at the time of its termination or resignation or if the
Special Servicer resolved the circumstances and/or conditions (including by way of a modification of the related Mortgage Loan
documents) causing the Mortgage Loan to be a Specially Serviced Mortgage Loan, but the Mortgage Loan
had not as of the time the Special Servicer is terminated or resigns become a Corrected Mortgage Loan because the related borrower
had not made three consecutive monthly debt service payments (but made the most recent monthly debt service payment prior to the
termination of the Special Servicer) and subsequently becomes a Corrected Mortgage Loan as a result of making three such consecutive
payments.  The successor Special Servicer will not be entitled to any portion of those Workout Fees.



                    In
addition, with respect to each Specially Serviced Mortgage Loan and REO Loan (or Qualified Substitute Mortgage Loan substituted in
lieu thereof), the Special Servicer shall be entitled to the Liquidation Fee payable out of, and calculated by application of the
Liquidation Fee Rate to, all amounts (whether in the form of payments of Liquidation Proceeds or REO Revenues or a full or discounted
payoff by the Mortgagor) received in respect of such Mortgage Loan or Companion Loan (or, in the case of an REO Loan, in respect of
the related REO Property) and allocable as a full or partial recovery of principal, interest and expenses in accordance with Section
3.02(b) or the definition of “REO Loan,” as applicable; provided, that no Liquidation Fee shall be payable in
connection with, or out of (i) Insurance Proceeds, (ii)
condemnation proceeds and (iii) Liquidation Proceeds resulting from the purchase of any Mortgage Loan or REO Property by a Mortgage
Loan Seller pursuant to the applicable Mortgage Loan Purchase Agreement if purchased within the cure period set forth in Section 3(c)
of the Mortgage Loan Purchase Agreement, by the Majority Subordinate Certificateholder, the Companion Holder, or the Special Servicer
pursuant to Section 3.18(c), Section 3.18(d) or Section 3.18(h) or by the Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholder or the purchasing Certificateholder pursuant to Section 9.01, or any mezzanine lender pursuant to the
related mezzanine intercreditor agreement if purchased by the mezzanine lender within 90 days of the related Mortgage Loan becoming a
Specially Serviced Mortgage


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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 Mortgage Loan Purchase Agreement;
and provided, further, that no Liquidation Fee shall be payable (i) in connection with a Periodic Payment received in
connection with such Mortgage Loan or (ii) to the extent a Workout Fee is payable concerning the Liquidation Proceeds.



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



                    (d)          Additional
servicing compensation in the form of: (i) all late payment charges, Penalty Interest and assumption application fees received on or
with respect to Specially Serviced Mortgage Loans actually collected that, with respect to late payment charges and penalty charges,
accrued during the time that the related Mortgage Loan was a Specially Serviced Mortgage Loan, (ii) fifty percent (50%) of any
assumption fees to the extent actually paid by a Mortgagor with respect to any Mortgage Loan or Companion Loan that is not a
Specially Serviced Mortgage Loan and one hundred percent (100%) of any assumption fee to the extent actually paid by a Mortgagor with
respect to any Specially Serviced Mortgage Loan, and (iii) modification fees collected on all Mortgage Loans or Companion Loans
(other than modifications made by the Master Servicer pursuant to Section 3.20(i)), in each case to the extent actually paid by the
related Mortgagor, shall be retained by the Special Servicer or promptly paid to the Special Servicer by the Master Servicer and
shall not be required to be deposited in the Certificate Account; provided, that the Special Servicer’s right to receive
late payment charges and Penalty Interest pursuant to clause (i) above shall be limited to the portion of such items that have not
been applied to pay interest on Advances and property inspection costs in respect of the related Mortgage Loan as provided in
Sections 3.03(d), 3.12(a) and 4.03(d) or Additional Trust Fund Expenses pursuant to this Section 3.11(d). To the extent the Master
Servicer or the Special Servicer receives late payment charges or Penalty Interest on a Mortgage Loan for which interest on Advances
or Additional Trust Fund Expenses related to such Mortgage Loan during the preceding 12 month period
and not previously reimbursed to the Trust Fund, the Special Servicer shall transfer to the Master Servicer for deposit in the
Certificate Account, on or prior to the P&I Advance Date following the collection of such late payment charges or Penalty
Interest, an amount equal to the lesser of (i) the amount of late payment charges or Penalty Interest received on such Mortgage Loan
or (ii) the sum of the amount of interest paid to the Master Servicer on Advances related to such Mortgage Loan incurred during the
preceding 12 month period for which the Trust Fund has not been previously reimbursed and the amount of Additional Trust Fund
Expenses related to such Mortgage Loan during the preceding 12 month period and not previously reimbursed to the Trust Fund.  To
the extent that the Special Servicer is not entitled to late payment charges or Penalty Interest pursuant to the immediately
preceding sentence, the Special Servicer shall promptly transfer such late payment charges and Penalty Interest
to the Master Servicer who shall deposit such late payment charges and Penalty Interest in the Certificate Account.  The Special
Servicer shall also be entitled to additional servicing compensation in the form of:  (i) interest or other income earned on
deposits in the REO Account, if established, in accordance with Section 3.06(b) (but only to the extent of the Net Investment
Earnings, if any, with respect to the REO Account for each Collection Period); and (ii) to the extent not required to be paid to any
Mortgagor under applicable law, any


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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 other than the Non-Serviced Mortgage Loans) or the Special Servicer (in the case of Specially Serviced
Mortgage Loans) shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as the related Debt
Service Coverage Ratio set forth in the CMSA Comparative Financial Status Report of a Mortgage Loan is below 1.0x, provided,
that, with respect to inspections prepared by the Special Servicer, such expense shall be reimbursable first out of Penalty Interest
and late
payment charges otherwise payable to the Special Servicer and received in the Collection Period during which such inspection related
expenses were incurred, then as an Additional Trust Fund Expense (except to the extent that such Additional Trust Fund Expense is
payable out of the proceeds of any Companion Loan pursuant to the related Intercreditor Agreement and this Agreement).  Each of
the Master Servicer for each Mortgage Loan (other than a Specially Serviced Mortgage Loan or REO Loan) and the Special Servicer for
each Specially Serviced Mortgage Loan and REO Loan shall (and, in the case of the Master Servicer, at its expense) perform or cause
to be performed an inspection of all the Mortgaged Properties at least once per calendar year (or, in the case of each Mortgaged
Property securing a Mortgage Loan (other than a Specially Serviced Mortgage Loan) with a then current principal balance (or allocated
loan amount) of less than $2,000,000 at the time of such inspection, every other calendar
year) beginning in 2006; 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


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inspection, and provides a copy of such inspection to the Master Servicer; and provided,
further, that the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that is not securing a
Specially Serviced Mortgage Loan in the same calendar year.  If the Special Servicer performs such inspection, such inspection
shall satisfy the Master Servicer’s inspection obligations pursuant to this paragraph (a).



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



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



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



                    (d)          The
Special Servicer will deliver to the Master Servicer the reports set forth in Section 3.12(b) and this Section 3.12(d) and
the Master Servicer shall deliver to the Trustee the reports set forth in this Section 3.12 in an electronic format reasonably
acceptable to the Special Servicer and the Master Servicer with respect to the reports set forth in Section 3.12(b) and this
Section 3.12(d) and the Master Servicer and the Trustee with respect to the reports set forth in Section 3.12(c).  The
Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to
Section 3.12(b) and this Section 3.12(d) and the 2005-C20 Master Servicer to the extent required


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to be provided pursuant to the 2005-C20 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 Non-Serviced Mortgage Loans), shall endeavor, consistent with the Servicing Standard, to obtain
quarterly and annual operating statements and rent rolls with respect to the related Mortgage Loans and REO Properties, which efforts
shall include, (i) in the case of Mortgage Loans (other than the Non-Serviced Mortgage Loans), a letter sent to the related Mortgagor
each quarter (followed up with telephone calls) requesting such quarterly and annual operating statements and rent rolls until they
are received to the extent such action is consistent with applicable law and the related Mortgage Loan documents and (ii) with
respect to the 2005-C20 Serviced Mortgage Loans, a letter sent by
the 2005-C20 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 or the Special Servicer 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 2005-C20
Serviced Mortgage Loans), each of the Master Servicer and the Special Servicer shall prepare or update and, with respect to any CMSA
NOI Adjustment Worksheet prepared or updated by the Special Servicer, forward to the Master Servicer, a CMSA NOI Adjustment Worksheet
for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit).



                    The
Special Servicer with respect to each Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer with respect to each
other Mortgage Loan (other than the Non-Serviced Mortgage Loans), 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, that with
respect to the Non-Serviced Mortgage Loans, the


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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 2005-C20 Master Servicer relating to the Non-Serviced
Mortgage Loans.  The CMSA Operating Statement Analysis for each Mortgaged Property and REO Property is to be updated by each of
the Master Servicer and the Special Servicer, as applicable, within thirty days after its respective receipt of updated operating
statements for such Mortgaged Property or REO Property, as the case may be, but in no event less frequently than annually by June
30th of each year.  The Master Servicer and the Special Servicer shall each use the “Normalized” column from
the CMSA NOI Adjustment Worksheet for any Mortgaged Property or REO Property, as the case may be, to update the corresponding CMSA
Operating Statement Analysis and shall use any operating statements received with respect to any Mortgaged
Property or REO Property, as the case may be, to prepare the CMSA NOI Adjustment Worksheet for such property.  Copies of CMSA
Operating Statement Analyses and CMSA NOI Adjustment Worksheets are to be made available by the Master Servicer to the Trustee, the
Special Servicer or the Controlling Class Representative in each case upon request.


          Section
3.13.          Annual Statement as to Compliance.



                    Each
of the Master Servicer and the Special Servicer shall deliver to the Depositor, the Trustee, the Underwriters, the Controlling Class
Representative and the Rating Agencies, and, in the case of the Special Servicer, to the Master Servicer, and, in the case of a Pari
Passu Companion Loan serviced pursuant to this Agreement and then included in a securitization, to the extent reasonably requested by
the holder (or its designee) of such Pari Passu Companion Loan, to such holder during such times as such holder is subject to the
applicable reporting requirements of the Exchange Act, on or before March 15th of each year (or April 30th of each year
with respect to which the Depositor has informed the Master Servicer that reports described in Section 8.17(a) are no longer required
to be filed), beginning March 15, 2006, an Officer’s
Certificate stating, as to each signer thereof, that (i) a review of the activities of the Master Servicer or the Special Servicer,
as the case may be, during the preceding calendar year and of its performance under this Agreement has been made under such
officer’s supervision, (ii) to the best of such officer’s knowledge, based on such review, the Master Servicer or the
Special Servicer, as the case may be, has fulfilled all of its obligations under this Agreement in all material respects throughout
such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof and (iii) the Master Servicer or the Special Servicer, as the case may be, has received no
notice regarding qualification, or challenging the status, of either of REMIC I or REMIC II as a REMIC under the REMIC Provisions or
of the Grantor Trusts as a “grantor trust” for income tax purposes under the Grantor Trust
Provisions from the Internal Revenue Service or any other governmental agency or body or, if it has received any such notice,
specifying the details thereof.  With respect to each year that the reports described in Section 8.17(a) are filed, the Trustee
shall review such Officer’s Certificate and inform the Depositor, the Master Servicer and the Special Servicer of any material
exceptions of which any Responsible Officer of the Trustee has actual knowledge (it being understood that the Trustee is not under
any obligation to monitor the activities of the Master Servicer or Special Servicer except to the extent required by this Section
3.13 and this Agreement) prior to March 25th of the year received.




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          Section
3.14.          Reports by Independent Public Accountants.




                    On or
before March 15th of each year (or April 30th of each year with respect to which the Depositor has informed the Master Servicer that
reports described in Section 8.17(a) are no longer required to be filed), beginning March 15, 2006, each of the Master Servicer
and the Special Servicer at its expense shall cause a firm of Independent public accountants (which may also render other services to
the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a
statement to the Trustee, the Underwriters, the Rating Agencies, the Controlling Class Representative, the Depositor and, in the case
of the Special Servicer, the Master Servicer, and, in the case of any Pari Passu Companion Loan serviced pursuant to this Agreement
and then included in a securitization, to the extent
reasonably requested by the holder (or its designee) of such Pari Passu Companion Loan, to such holder during such times as such
holder is subject to the applicable reporting requirements of the Exchange Act, to the effect that such firm has examined the
servicing operations of the Master Servicer or the Special Servicer, as the case may be, for the previous calendar year (except that
the first such report shall cover the period from the Closing Date through December 31, 2005) and that, on the basis of such
examination, conducted substantially in compliance with USAP, such firm confirms that the Master Servicer or the Special Servicer, as
the case may be, complied with the minimum servicing standards identified in USAP, in all material respects, except for such
significant exceptions or errors in records that, in the opinion of such firm, the USAP requires it to report.  In rendering
such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Sub-Servicers,
upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Audit Program for Mortgage
Bankers (rendered within one year of such statement) of independent public accountants with respect to the related
Sub-Servicer.  With respect to each year that the reports described in Section 8.17(a) are filed, prior to February 15th of
each calendar year, beginning February 15, 2006, the Trustee, shall notify the Depositor, the Master Servicer and the Special
Servicer of any material deficiencies in such servicer’s compliance with the terms of this Agreement during the preceding
calendar year of which a Responsible Officer of the Trustee has actual knowledge (it being understood that the Trustee is not under
any obligation to monitor the activities of the Master Servicer or Special Servicer except to the extent required by this
Section 3.14 and this Agreement).


          Section
3.15.          Access to Certain Information.



                    (a)          Upon
ten days prior written notice, the Master Servicer (with respect to the items in clauses (a), (b) (other than Distribution Date
Statements), (c), (d), (e), (f), (h) and (i) below, unless such item was not delivered to the Master Servicer), the Special Servicer
(with respect to the items in clauses (c), (d), (g), (h) and (i) below (unless any such item was not delivered to the Special
Servicer) and the Trustee (with respect to the items in clauses (b) and (i) below) and any other items (unless any such item was not
delivered to the Trustee) shall make available at their respective offices primarily responsible for administration of the Mortgage
Loans (or in the case of the Trustee, at its Corporate Trust Office, except with respect to documents which constitute part of the
Mortgage Files, which will be maintained at its office in Minnesota), during normal business hours, or send to the requesting party,
such party having been certified to the Trustee, the Master Servicer or the Special Servicer, as applicable, in accordance with (a)
and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this
Agreement), for review by any Certificate Owner or Certificateholder or any Person identified by a Certificate Owner or
Certificateholder


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or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the
case may be, as a prospective transferee of any Certificate or interest therein or a Companion Loan or any interest therein (to the
extent such information is related to such Companion Loan or the related Mortgage Loan), the Trustee, the Rating Agencies, the
Underwriters and anyone specified thereby and the Depositor, originals or copies of the following items:  (a) this Agreement and
any amendments thereto, (b) all Distribution Date Statements delivered to holders of the relevant Class of Certificates since the
Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to
Section 3.12(c), (c) all Officer’s Certificates delivered by the Master Servicer or the Special Servicer since the Closing
Date pursuant to Section 3.13, (d) all accountants’ reports delivered to the Master Servicer in
respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property
inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property and any Environmental
Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll,
if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a
Mortgage Loan entered into by the Special Servicer and the Asset Status Report prepared pursuant to Section 3.21(d), (h) the
Servicing File relating to each Mortgage Loan and (i) any and all Officer’s Certificates and other 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


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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 three
Business Days, reasonable fees for employee time and for space.



                    (b)          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


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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 five Business Days after the receipt of such application,
send, at the Applicants’ expense, the written communication proffered by the Applicants to all Certificateholders at their
addresses as they appear in the Certificate Register.



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



                    (d)          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.  The Special Servicer, on behalf
of the Trust Fund, shall sell any REO Property as soon as practicable in accordance with the Servicing Standard, but prior to the end
of the third year following the calendar year in which REMIC I acquires ownership of such REO Property (or applicable portion
thereof) for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for, more than sixty
days prior to the end of such third succeeding year, and is granted an extension of time (an “REO Extension”) by the
Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee,
the Special Servicer and the Master


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



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



                    (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).


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


          Section
3.17.          Management of REO Property.



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

	
  
 
  	
  

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

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

            (iii)        It
is reasonable to believe that Directly Operating such property as REO   Property could result in income subject to an REO Tax and
that such method of   operation is commercially feasible and would result in a greater net recovery   on a present value basis than
leasing or other method of operating the REO   Property that would not incur an REO Tax, the Special Servicer shall deliver   to the
REMIC Administrator, in writing, a proposed plan (the “Proposed Plan”)   to manage such property as REO
Property.    Such plan shall include potential sources of income, and to the extent   commercially feasible, estimates of the
amount of income from each such   source.  Within a reasonable period of   time after receipt of 
  



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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)(xiv) consult with counsel.



                    (b)          If
title to any REO Property is acquired, the Special Servicer shall manage, conserve and protect such REO Property for the benefit of
the Certificateholders (or, if the REO Property was formerly a Mortgaged Property securing a Co-Lender Loan, the Certificateholders
and the related Companion Holder (as a collective whole in accordance with the Servicing Standard 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 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;
  




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


	
  
 
  	
  
 
  
	
  
 
  	
  

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

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





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



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

	
  
 
  	
  

            (i)          permit
the Trust Fund to enter into, renew or extend any New Lease with respect to   any REO Property, if the New Lease by its terms will
give rise to any income   that does not constitute Rents from Real Property;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

            (ii)         permit
any amount to be received or accrued under any New Lease other than amounts   that will constitute Rents from Real
Property;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

            (iii)        authorize
or permit any construction on any REO Property, other than the repair or   maintenance thereof or the completion of a building or
other improvement thereon,   and then only if more than 10% of the construction of such building or other   improvement was completed
before default on the related Mortgage Loan become   imminent, all within the meaning of Section 856(e)(4)(B) of the Code;
or
  
	
   
  	
  
 
  
	
  
 
  	
  

            (iv)         except
as otherwise provided for in Section 3.17(a)(i) and (a)(ii) above, Directly   Operate, or allow any other Person, other than an
Independent Contractor, to   Directly Operate, any REO Property on any date more than 90 days after its   Acquisition
Date;
  




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


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

	
   
  	
  

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

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

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

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

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





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


          Section
3.18.          Resolution of Defaulted Mortgage Loans and REO
Properties.



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



                    (b)          Within
60 days after a Mortgage Loan becomes a Defaulted Mortgage Loan, the Special Servicer shall determine the fair value of the Mortgage
Loan in accordance


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



                    (c)          Subject
to the terms set forth in Section 2.03, in the event a Mortgage Loan becomes a Defaulted Mortgage Loan, each of the Majority
Subordinate Certificateholder and the Special Servicer shall have an assignable option (a “Purchase Option”) to
purchase such Defaulted Mortgage Loan from the Trust Fund at a price (the “Option Price”) equal to (i) the
Purchase Price, if the Special Servicer has not yet determined the fair value of the Defaulted Mortgage Loan, or (ii) the fair
value of the Defaulted Mortgage Loan as determined by the Special Servicer in the manner described in Section 3.18(b) and in
accordance with the Servicing Standard, if the Special Servicer has made such fair value determination.  Any holder of a
Purchase Option
may sell, transfer, assign or otherwise convey its Purchase Option with respect to any Defaulted Mortgage Loan to any party other
than the related Mortgagor or an Affiliate of the related Mortgagor under the Mortgage Loan at any time after the related Mortgage
Loan becomes a Defaulted Mortgage Loan.  The transferor of any Purchase Option shall notify the Trustee and the Master Servicer
of such transfer and such notice shall include the transferee’s name, address, telephone number, facsimile number and
appropriate contact person(s) and shall be acknowledged in writing by the transferee.  Notwithstanding the foregoing, and
subject to


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Section 3.18(d) of this Agreement, the Majority Subordinate Certificateholder shall have the
right to exercise its Purchase Option prior to any exercise of the Purchase Option by any other holder of a Purchase Option;
provided, however, if the Purchase Option is not exercised by the Majority Subordinate Certificateholder or any assignee
thereof within 60 days of a Mortgage Loan becoming a Defaulted Mortgage Loan, then the Special Servicer shall have the right to
exercise its Purchase Option prior to any exercise by the Majority Subordinate Certificateholder and the Special Servicer or its
assignee may exercise such Purchase Option at any time during the fifteen day period immediately following the expiration of such
60-day period.  Following the expiration of such fifteen day period, the Majority Subordinate Certificateholder shall again have
the right to exercise its Purchase Option prior to any exercise of the Purchase Option by the Special
Servicer.  If not exercised earlier, the Purchase Option with respect to any Defaulted Mortgage Loan will automatically
terminate (i) once the related Defaulted Mortgage Loan is no longer a Defaulted Mortgage Loan; provided, however, that, if
such Mortgage Loan subsequently becomes a Defaulted Mortgage Loan, the related Purchase Option shall again be exercisable, (ii) upon
the acquisition, by or on behalf of the Trust Fund, of title to the related Mortgaged Property through foreclosure or deed in lieu of
foreclosure or (iii) the modification or pay-off, in full or at a discount, of such Defaulted Mortgage Loan in connection with a
workout.



                    (d)          Notwithstanding
the provisions of Section 3.18(c), Section 3.18(g) or Section 3.18(h), pursuant to the terms of the Intercreditor Agreements, a
Companion Holder will have the right to purchase the related Co-Lender Loan or related REO Property in certain circumstances. 
Such right of the related Companion Holder shall have priority over any provision described in Section 3.18(c), Section 3.18(g) or
Section 3.18(h).  If the Co-Lender Loan or REO Property is purchased by the related Companion Holder, repurchased by the
Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related Companion Loan will no longer be subject to
this Agreement.  Neither the Trustee nor the Trust Fund shall acquire a Companion Loan; provided, however, the Master
Servicer or an affiliate may own or acquire the Companion Loans.  With respect to each Loan Pair, the related Companion Holder
shall be entitled to exercise any cure rights given to it under the related Intercreditor Agreement, in each case subject to any
conditions or restrictions described in or incorporated by reference into such sections.



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



                    (f)          If
the Special Servicer or the Majority Subordinate Certificateholder, or any of their respective Affiliates, is identified in the
Purchase Option Notice as the Person expected to acquire the related Mortgage Loan, the Trustee shall determine as soon as reasonably
practicable (and, in any event, within thirty (30) days) after the Trustee has received the written notice, whether the Option Price
represents fair value for the Defaulted Mortgage Loan;


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provided, that, if the Special Servicer is then in the process of obtaining a new
Appraisal with respect to the related Mortgaged Property, then the Trustee shall, in accordance with its good faith and reasonable
judgment, make its fair value determination with respect to such Mortgage Loan as soon as reasonably practicable (but in any event
within thirty (30) days) after the Trustee’s receipt of such new Appraisal.  The Trustee may rely on the opinion and
reports of independent third parties in making such determination; provided, that the Trustee may rely on the most current
Appraisal obtained for the related Mortgaged Property pursuant to this Agreement.  In determining the fair value of any
Defaulted Mortgage Loan, the Trustee shall take into account, and any Independent third party shall be instructed to take into
account among other factors, the period and amount of the delinquency on such Mortgage Loan, the occupancy level and
physical condition of the related Mortgaged Property, the state of the local economy in the area where the Mortgaged Property is
located, and the time and expense associated with a purchaser’s foreclosing on the related Mortgaged Property.  In
addition, the Trustee shall refer, and any Independent third party shall be instructed to refer, to all relevant information
delivered to it by the Special Servicer or otherwise contained in the Mortgage Loan File.  Furthermore, the Trustee shall
consider, and any Independent third party shall be instructed to consider, all available objective third-party information obtained
from generally available sources, concerning the market for distressed real estate loans and the real estate market for the subject
property type in the area where the  related Mortgaged Property is located.  The reasonable costs of all appraisals,
inspection reports and broker opinions of value, reasonably incurred by the Trustee or any such third party pursuant to
this subsection shall be advanced by the Master Servicer and shall constitute, and be reimbursable as, Servicing Advances (or if such
Advance is deemed to be a Nonrecoverable Advance such costs shall be reimbursable as Additional Trust Fund Expenses from the
Certificate Account pursuant to Section 3.05(a)).  The other parties to this Agreement shall cooperate with all reasonable
requests for information.



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



                    (h)          In
the event that title to any REO Property is acquired by the Trust Fund in respect of any Defaulted Mortgage Loan, the deed or
certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, after notice to the
Controlling Class Representative, shall use its reasonable best efforts to sell any such REO Property as soon as practicable in
accordance with Section 3.16(a).  If the Special Servicer on behalf of the Trustee has not received an REO Extension or an
Opinion of Counsel described in Section 3.16(a) and the Special Servicer is not able to sell such REO Property within the period
specified above, or if an REO Extension has been granted and the Special Servicer is unable to sell such REO Property within the
extended time period, the
Special Servicer shall, after consultation with the Controlling Class Representative, before the end of such period or extended
period, as the case may be, auction the REO Property to the highest bidder (which may be the Special Servicer) in accordance with the
Servicing Standard. The Special Servicer shall give the Controlling Class Representative, the Master Servicer and the Trustee not
less than five days’ prior written notice


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of its intention to sell any REO Property, and in respect of such sale, the Special Servicer
shall offer such REO Property in a commercially reasonable manner.  Where any Interested Person is among those bidding with
respect to an REO Property, the Special Servicer shall require that all bids be submitted in writing and be accompanied by a
refundable deposit of cash in an amount equal to 5% of the bid amount. No Interested Person shall be permitted to purchase the REO
Property at a price less than the Purchase Price; and provided, further, that, if the Special Servicer intends to bid on any
REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the
expense of the Trust, an Appraisal of such REO Property and (iii) the Special Servicer shall not bid less than the greater of (a) the
fair market value set forth in such Appraisal or (b) the Purchase Price.



                    (i)          Subject
to the REMIC Provisions, the Special Servicer shall act on behalf of the Trust Fund in negotiating and taking any other action
necessary or appropriate in connection with the sale of any REO Property or the exercise of a Purchase Option, including the
collection of all amounts payable in connection therewith.  Notwithstanding anything to the contrary herein, neither the
Trustee, in its individual capacity, nor any of its Affiliates may bid for or purchase any REO Property or purchase any Defaulted
Mortgage Loan.  Any sale of a Defaulted Mortgage Loan (pursuant to a Purchase Option) or an REO Property shall be without
recourse to, or representation or warranty by, the Trustee, the Depositor, the Special Servicer, the Master Servicer, any Mortgage
Loan Seller or the
Trust Fund.  Notwithstanding the foregoing, nothing herein shall limit the liability of the Master Servicer, the Special
Servicer or the Trustee to the Trust Fund and the Certificateholders for failure to perform its duties in accordance herewith. 
None of the Special Servicer, the Master Servicer, the Depositor or the Trustee shall have any liability to the Trust Fund or any
Certificateholder with respect to the price at which a Defaulted Mortgage Loan is sold if the sale is consummated in accordance with
the terms of this Agreement.



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



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



                    (l)          The
amount paid for a Defaulted Mortgage Loan or related REO Property purchased under this Agreement shall be deposited into the
Certificate Account, or if applicable, applied in accordance with the related Intercreditor Agreement (except that portion of any
purchase price constituting Gain-on-Sale Proceeds which shall be deposited in the Gain-on-Sale


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



                    (m)          Notwithstanding
the foregoing, each mezzanine lender will have the right to purchase the related Mortgage Loan and cure defaults relating thereto as
set forth in the related mezzanine intercreditor agreement.



                    (n)          Reserved.


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



                    (a)          The
Master Servicer shall deposit in the Certificate Account on each P&I Advance Date, without any right of reimbursement therefor
with respect to each Mortgage Loan (other than a Specially Serviced Mortgage Loan and other than any Mortgage Loan for which the
Special Servicer has waived a prepayment restriction) that was subject to a voluntary Principal Prepayment during the most recently
ended Collection Period creating a Prepayment Interest Shortfall, an amount equal to the lesser of (i) the amount of the related
Prepayment Interest Shortfall and (ii) the sum of (A) the Master Servicing Fee (calculated for this purpose only at a rate of 0.01%
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(m) below and further subject to Section 3.08(b) and Section 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)


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below) and the Special Servicer may, on behalf of the Trustee, agree to any modification,
waiver or amendment of any term of any Mortgage Loan (including, subject to Section 3.20(i), the lease reviews and lease consents
related thereto) without the consent of the Trustee or any Certificateholder.



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



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

	
  
 
  	
  

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

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

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

              (iv)        if
such Mortgage Loan is equal to or in excess of 5% of the then aggregate   current principal balances of all Mortgage Loans or
$35,000,000 (or with   respect to Moody’s, $25,000,000), or is one of the ten largest Mortgage Loans   by Stated Principal
Balance as of such date, permit the transfer or transfers   of (A) the related Mortgaged Property or any interest therein or (B)
equity   interests in the borrower or any equity owner of the borrower that would   result, in the aggregate during the term of the
related Mortgage Loan, in a   transfer greater 
  




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than 49% of the total   interest in the borrower and/or any equity owner of the borrower or a
transfer of voting control in the borrower or an equity owner of the borrower   without the prior written confirmation from each
Rating Agency that such   changes will not result in the qualification, downgrade or withdrawal to the   ratings then assigned to the
Certificates;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (v)          allow
any additional lien on the related Mortgaged Property if such Mortgage Loan   is equal to or in excess of 2% of the then aggregate
current principal   balances of the Mortgage Loans or $20,000,000, is one of the ten largest   Mortgage Loans by Stated Principal
Balance as of such date, or with respect   to S&P only, has an aggregate Loan-to-Value Ratio that is equal to or   greater than
85% or has an aggregate Debt Service Coverage Ratio that is less   than 1.20x, without the prior written confirmation from each
Rating Agency (as   applicable) that such change will not result in the qualification, downgrade   or withdrawal or the ratings then
assigned to the Certificates; or
  
	
   
  	
  
 
  
	
  
 
  	
  

          (vi)         in   the
reasonable, good faith judgment of the Special Servicer, otherwise   materially impair the security for such Mortgage Loan or reduce
the   likelihood of timely payment of amounts due thereon.
  





                    (d)          Notwithstanding
Section 3.20(c), but subject to the third paragraph of this Section 3.20(d), and the rights of the Controlling Class Representative
and the rights (if any) of a Companion Holder pursuant to the related Intercreditor Agreement, the Special Servicer may
(i) reduce the amounts owing under any Specially Serviced Mortgage Loan by forgiving principal, accrued interest or any
Prepayment Premium or Yield Maintenance Charge, (ii) reduce the amount of the Periodic Payment on any Specially Serviced Mortgage
Loan, including by way of a reduction in the related Mortgage Rate, (iii) forbear in the enforcement of any right granted under any
Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date of any Specially
Serviced
Mortgage Loan, or (v) accept a Principal Prepayment on any Specially Serviced Mortgage Loan during any Lockout Period;
provided, that (A) the related Mortgagor is in default with respect to the Specially Serviced Mortgage Loan or, in the
reasonable, good faith judgment of the Special Servicer, such default is reasonably foreseeable, and (B) in the reasonable, good
faith judgment of the Special Servicer, such modification would increase the recovery on the Mortgage Loan to Certificateholders (and
the Companion Loan Holders, if applicable) on a net present value basis (the relevant discounting of amounts that will be
distributable to Certificateholders to be performed at the related Net Mortgage Rate).  In the case of every other modification,
waiver or consent, the Special Servicer shall determine and may rely on an Opinion of Counsel (which Opinion of Counsel shall be an
expense of the Trust Fund to the extent not paid by the related Mortgagor) to the effect that such modification,
waiver or amendment would not either (1) effect an exchange or reissuance of the Mortgage Loan under Treasury Regulations Section
1.860G-2(b) of the Code or (2) cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in the
imposition of any tax on “prohibited transactions” or “contributions” after the Startup Day under the REMIC
Provisions.


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                    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 IO Certificates) then
outstanding and (C) a rate below the then prevailing interest rate for comparable loans, as determined by the Special Servicer, (iii)
if the Mortgage Loan is secured by a Ground Lease (and not by the corresponding fee simple interest), extend the maturity date of
such Mortgage Loan beyond a date which is less than 20 years prior to the expiration of the term of such Ground Lease; (iv) defer
interest due on any Mortgage Loan in excess of 10% of the Stated
Principal Balance of such Mortgage Loan or defer the collection of interest on any Mortgage Loan without accruing interest on such
deferred interest at a rate at least equal to the Mortgage Rate of such Mortgage Loan.



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



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



                    (f)          The
Special Servicer or, with respect to clause (i) below, the Master Servicer may, as a condition to granting any request by a Mortgagor
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.


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                    (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, and provided, further, the Master Servicer may rely on an Opinion of
Counsel as provided for in (ii) below), the Master Servicer will not permit defeasance of any Mortgage Loan, unless: (i) the
defeasance collateral consists of non-callable “Government Securities” within the meaning of the Investment Company Act of
1940, (ii)
the Master Servicer has determined that the defeasance will not result in an Adverse REMIC Event (provided, that the Master
Servicer shall be entitled to rely conclusively on an Opinion of Counsel to that effect), (iii) the Master Servicer has notified the
Rating Agencies, (iv) to the extent the defeasance of the Mortgage Loan is required by the then current applicable Rating Agency
criteria to be reviewed by a Rating Agency, such Rating Agency has confirmed that such defeasance will not result in the
qualification, downgrade or withdrawal of the rating then assigned to any Class of Certificates to which a rating has been assigned
by such Rating Agency (provided, that no confirmation from S&P shall be required if the Mortgage Loan being defeased,
together with all Mortgage Loans cross-collateralized with such Mortgage Loan, (i) is not one of the ten (10) largest Mortgage Loans
(or cross-collateralized groups of Mortgage Loans) by Stated Principal Balance in the Trust Fund, and (ii)
has a Stated Principal Balance at the time of the defeasance that is less than $20,000,000 and less than 5% of the aggregate Stated
Principal Balance at the time of the defeasance of the Mortgage Loans and the Master Servicer shall have delivered a Defeasance
Certificate substantially in the form of Exhibit O hereto), (v) the Master Servicer has requested and received from the related
Mortgagor (A) an Opinion of Counsel generally to the effect that the Trustee will have a perfected, first priority security interest
in such defeasance collateral and (B) written confirmation from a firm of Independent accountants stating that payments made on such
defeasance collateral in accordance with the terms thereof will be sufficient to pay the subject Mortgage Loan in full on or before
its Stated Maturity Date and in accordance with the Periodic Payment (or, in the case of an ARD Loan, on or before its Anticipated
Repayment Date) and to timely pay each Periodic Payment scheduled to be due prior thereto but after
the defeasance and (vi) a single purpose entity (as defined below) is designated to assume the Mortgage Loan and own the defeasance
collateral; provided, that, if under the terms of the related Mortgage Loan documents, the related Mortgagor delivers cash to
purchase the defeasance collateral rather than the defeasance collateral itself, the Master Servicer shall purchase the U.S.
government obligations contemplated by the related Mortgage Loan documents on behalf of the related Mortgagor.  Any


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customary and reasonable out-of-pocket expense incurred by the Master Servicer pursuant to this
Section 3.20(h) shall be paid by the Mortgagor of the defeased Mortgage Loan pursuant to the related Mortgage, Mortgage Note or other
pertinent document.  Notwithstanding the foregoing, if at any time, a court with jurisdiction in the matter shall hold that the
related Mortgagor may obtain a release of the subject Mortgaged Property but is not obligated to deliver the full amount of the
defeasance collateral contemplated by the related Mortgage Loan documents (or cash sufficient to purchase such defeasance
collateral), then the Master Servicer shall (i) if consistent with the related Mortgage Loan documents, refuse to allow the
defeasance of the Mortgage Loan or (ii) if the Master Servicer cannot so refuse and if the related Mortgagor has delivered cash to
purchase the defeasance collateral, the Master Servicer shall either (A) buy such defeasance collateral or (B)
prepay the Mortgage Loan, in either case, in accordance with the Servicing Standard.  For purposes of this paragraph, a
“single purpose entity” shall mean a Person, other than an individual, whose organizational documents provide as follows:
it is formed solely for the purpose of owning and pledging the Defeasance Collateral (related to 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 and the Non-Serviced Mortgage Loans) 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) 20,000 square feet and (b)   20% of the related Mortgaged Property; 
  




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          (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)        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 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;
  



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



                    (j)          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 F 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 five (5) 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 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
  




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            (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 Non-Serviced Mortgage Loans), 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)         Notwithstanding
anything to the contrary in this Agreement, in the event that, prior to February 1, 2006, ownership of the Bryan Tower Companion Loan
is transferred to CBA-Mezzanine Capital Finance, LLC by the present owner of the Bryan Tower Companion Loan, the Master Servicer may
agree to an amendment and restatement of the Bryan Tower Intercreditor Agreement in form substantially similar to the form
intercreditor agreement attached as Exhibit M hereto without the consent of the Special Servicer, the Trustee or any
Certificateholder and without confirmation from any Rating Agency; provided however, that upon such approval the Master Servicer
shall notify the Special Servicer, the Trustee, the Controlling Class Representative and the Rating Agencies of such amendment and
restatement.


          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 Non-Serviced Mortgage
Loans), 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


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the preceding sentence within five Business Days of the occurrence of each related Servicing
Transfer Event; provided, however, if the information, documents and records requested by the Special Servicer are not
contained in the Servicing File, the Master Servicer shall have such period of time as reasonably necessary to make such
delivery.  Notwithstanding the occurrence of a Servicing Transfer Event, the Master Servicer shall continue to receive payments
on such Mortgage Loan (including amounts collected by the Special Servicer).



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



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



                    (c)          On
or before each Determination Date, the Special Servicer shall deliver to the Master Servicer and each Rating Agency (or such other
Person as may be directed by the Master Servicer) a statement in writing and in computer readable format (the form of such statement
to be agreed upon by the Master Servicer) describing, on a loan-by-loan and property-by-property basis, (1) insofar as it relates to
Specially Serviced Mortgage Loans and REO Properties, the information described in clauses (x) through (xiii) of Section 4.02(a) and,
insofar as it relates to the Special Servicer, the information described in clauses (xxiii), (xxiv) and (xxv) of Section 4.02(a), (2)
the amount of all payments, Insurance Proceeds and Liquidation Proceeds received, and the amount of any Realized Loss
incurred, with respect to each Specially Serviced Mortgage Loan during the related Collection Period, and the amount of all REO
Revenues, Insurance Proceeds and Liquidation Proceeds received, and the amount of any Realized Loss incurred, with respect to each
REO Property during the related Collection Period, (3) the amount, purpose and date of all Servicing Advances requested by the
Special Servicer, 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.


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                    (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.



                    If
within ten (10) Business Days of receiving an Asset Status Report which relates to a recommended action for which the Controlling
Class Representative is entitled to object under Section 6.11, the Controlling Class Representative does not disapprove such Asset
Status Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Status Report;
provided, however, that the Special Servicer may not take any action that is contrary to applicable law, the Servicing
Standard, or the terms of the applicable Mortgage Loan documents.  If the Controlling Class Representative disapproves such
Asset Status Report, the Special Servicer will revise such Asset Status Report and deliver to the Controlling Class Representative,
the Rating Agencies and the Master Servicer a new Asset Status Report as soon as
practicable, but in no event later than 30 days after such disapproval.



                    The
Special Servicer shall revise such Asset Status Report as described above in this Section 3.21(d) until the Controlling Class
Representative shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business Days of receiving such
revised Asset Status Report or until the Special Servicer makes one of the determinations described below.  The Special Servicer
may, from time to time, modify any Asset Status Report it has


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previously delivered and implement such report, provided, such report shall have been
prepared, reviewed and not rejected pursuant to the terms of this Section.  Notwithstanding the foregoing, the Special Servicer
(i) may, following the occurrence of an extraordinary event with respect to the related Mortgaged Property, take any action set forth
in such Asset Status Report (and consistent with the terms hereof) before the expiration of a ten (10) Business Day period if the
Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interests of
the Certificateholders or, if a Loan Pair is involved, the Certificateholders and the related Companion Holders, (as a collective
whole) and it has made a reasonable effort to contact the Controlling Class Representative and (ii) in any case, shall determine
whether such affirmative disapproval is not in the best interest of all the Certificateholders
pursuant to the Servicing Standard.



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



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



                    No
direction of the Controlling Class Representative or the majority of the Certificateholders shall (a) require or cause the Special
Servicer to violate the terms of a Specially Serviced Mortgage Loan, applicable law or any provision of this Agreement, including the
Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of REMIC I and
REMIC II, (b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the
REMIC Provisions, (c) expose the Master Servicer, the Special Servicer, the Depositor, the Mortgage Loan Seller, the Trust Fund or
the Trustee or the officers and the directors of each party to claim, suit or liability or (d) expand the scope of the Master
Servicer’s, Trustee’s, Paying Agent’s or Special
Servicer’s responsibilities under this Agreement.  Notwithstanding the foregoing, it is agreed and acknowledged that, with
respect to the Co-Lender Loans, the holders of the Companion Loans have certain consent and direction rights as set forth in the
related Intercreditor Agreements to the extent incorporated herein.


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          Section
3.22.          Sub-Servicing Agreements.



                    (a)          The
Master Servicer and the Special Servicer may enter into Sub-Servicing Agreements to provide for the performance by third parties of
any or all of their respective obligations hereunder, provided, that, in each case, the Sub-Servicing Agreement: (i) is
consistent with this Agreement in all material respects, requires the Sub-Servicer to comply with all of the applicable conditions of
this Agreement and includes events of default with respect to the Sub-Servicer substantially similar to the Events of Default set
forth in Section 7.01(a) hereof (other than Section 7.01(a)(ix), (x), (xi) and (xii)) to the extent applicable (modified to
apply to the Sub-Servicer instead of the Master Servicer); (ii) provides that if the Master Servicer or the Special Servicer, as the
case may be, shall for any reason no longer act in 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
may terminate such subservicing agreement without cause (except with respect to the Sub-Servicing Agreements in effect as of the date
of this Agreement, which may only be terminated for cause) and without payment of any penalty or termination fee (other than the
right of reimbursement and indemnification); (iii) provides that the Trustee, for the benefit of the Certificateholders, shall be a
third party beneficiary under such agreement, but that (except to the extent the Trustee or its designee assumes the obligations of
the Master Servicer or the Special Servicer, as the case may be, thereunder as contemplated by
the immediately preceding clause (ii)) none of the Trustee, the Trust Fund, any successor Master Servicer or Special Servicer, as the
case may be, or any Certificateholder shall have any duties under such agreement or any liabilities arising therefrom; (iv) permits
any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such agreement with respect to such purchased Mortgage Loan
at its option and without penalty; (v) with respect to any Sub-Servicing Agreement entered into by the Special Servicer, does not
permit the Sub-Servicer to enter into or consent to any modification, waiver or amendment or otherwise take any action on behalf of
the Special Servicer contemplated by Section 3.20 hereof without the consent of such Special Servicer or conduct any foreclosure
action contemplated by Section 3.09 hereof or sale of a Mortgage Loan or REO Property contemplated by Section 3.18 hereof, and (vi)
does not permit the Sub-Servicer any direct rights of indemnification that may be satisfied
out of assets of the Trust Fund.  In addition, each Sub-Servicing Agreement entered into by the Master Servicer shall provide
that such agreement shall be subject to Section 3.21 hereof with respect to any Mortgage Loan that becomes a Specially Serviced
Mortgage Loan.  The Master Servicer and the Special Servicer shall each deliver to the Trustee and to each other copies of all
Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and
delivery of such documents.  References in this Agreement to actions taken or to be taken by the Master Servicer or the Special
Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer or the Special Servicer, as the case
may be; and, in connection therewith, all amounts advanced by any Sub-Servicer, if any, 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


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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 S&P or Fitch (i) reduces
the rating assigned to one or more Classes of the respective Certificates as a result of the sub servicing of the Mortgage Loans by
the Sub-Servicer, or (ii) advises the Master Servicer or the Trustee in writing that it will cause a qualification, downgrade or
withdrawal of such rating due to the continued servicing by the Sub-Servicer.


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                    (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.


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



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

	
  
 
  	
  

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

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

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

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




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

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

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

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

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

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





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

	
  
 
  	
  

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



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             (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 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.
  




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




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


          Section
3.24.          Sub-Servicing Agreement Representation and
Warranty.



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


          Section
3.25.          Designation of Controlling Class Representative.



                    (a)          The
Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class
Principal Balance of the Controlling Class shall be entitled in accordance with this Section 3.25 to select a representative
having the rights and powers specified in this Agreement (including those specified in Section 6.11) or to replace an existing
Controlling Class Representative.  Each advisor referred to in the immediately preceding sentence is referred to as the
“Controlling Class Representative.”  Upon (i) the receipt by the Trustee of written requests for the selection of a
Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of
Certificates
representing more than 50% of the Class Principal Balance of the Controlling Class, (ii) the resignation or removal of the Person
acting as Controlling Class Representative or (iii) a determination by the Trustee that the Controlling Class has changed, the
Trustee shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually
known to a Responsible Officer of the Trustee or identified thereto by the Depository or the Depository Participants, the Certificate
Owners) of the Controlling Class that they may select a Controlling Class Representative.  Such notice shall set forth the
process for selecting a Controlling Class Representative, which shall be the designation of the Controlling Class Representative by
the Holders (or Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling
Class by a writing delivered to the Trustee.  No appointment of any Person as a Controlling Class
Representative shall be effective until such Person provides the Trustee and the Master Servicer with written confirmation of its
acceptance of such appointment, an address and telecopy number for the delivery of notices and other correspondence and a list of
officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses
and telecopy numbers).  LNR Securities Holdings, LLC shall be the initial Controlling Class Representative with respect to the
Mortgage Loans without need for further designation or notice.


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



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



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


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                    (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 Non-Serviced Companion Loans) all reports available to the Companion Paying Agent that the Trustee
has made available to Certificateholders under this Agreement.



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


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                    (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 Non-Serviced Companion Loans) 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.          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(m) 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


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Counterparty of any Floating Swap Payment or Net Swap Payment.  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-2PFL 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-2PFL 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’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-2PFL 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-2PFL Certificates, to enforce the rights of the Trust 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-2PFL 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-2PFL Certificates or any other party (other than the Trust Fund).



                    Any
Class A-2PFL 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-2PFL Certificates.  Any such Swap Default (or termination of the Swap Contract) and the resulting Class A-2PFL
Distribution Conversion shall not, in and of itself, constitute an Event of Default under this Agreement.


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                    Upon
any change (or notification to the Paying Agent that such change is imminent) in the payment terms on the Class A-2PFL Certificates,
including as a result of a Class A-2PFL Distribution Conversion, termination of a Class A-2PFL 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-2PFL Certificateholders, which notice shall include: “The Swap Contract with respect
to the Class A-2PFL 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-2PFL 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(h) 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 amounts due to the Swap Counterparty under the Swap
Contract for any Distribution Date unless and until the related interest payment on the Class A-2PFL 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 and will not
constitute Additional Trust Fund Expenses.  No party hereunder shall advance any Floating Swap Payments.  Simultaneous with
the delivery to the Certificateholders, the Trustee shall (1) make available to the Swap Counterparty the Distribution Date Statement
(as defined in the Swap Contract) and (2) make available or deliver to the Swap Counterparty copies of any other reports or notices
delivered to the Class A-2PFL 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, in each
case, 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:


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          (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-2C,
Class A-3, Class A-PB   and Class A-4 Certificates and the Class A-2PFL Regular Interest, 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 and Regular Interest 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 IO Certificates up to an
amount equal to, and pro rata as between such Classes of   Certificates, all Distributable Certificate Interest in respect of
each such   Class of Certificates for such Distribution Date and, to the extent not   previously paid, for all prior Distribution
Dates, if any; provided, however, that if the Loan   Group 1 Available Distribution Amount and/or the Loan Group 2 Available
Distribution Amount is insufficient to pay in full the total amount of   Distributable Certificate Interest, as provided above,
payable in respect of   any Class of Senior Certificates and the Class A-2PFL Regular Interest 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 and the Class A-2PFL Regular Interest, 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 Senior Certificates and the Class A-2PFL   Regular Interest for such Distribution Date and, to the extent not previously
paid, for all prior Distribution Dates, if any;
  
	
   
  	
  
 
  
	
  
 
  	
  

          (ii)         to
distributions of principal to the Holders of the Class A-PB Certificates, in   an amount equal to the Loan Group 1 Principal
Distribution Amount for such   Distribution Date and, after the Class A-1A Certificates have been retired,   the Loan Group 2
Principal Distribution Amount remaining after payments to   the Class A-1A Certificates have been made on such Distribution Date,
until   the Certificate Balance of the Class A-PB Certificates is reduced to the   Class A-PB Planned Principal Balance;


	
  
 
  	
  
 
  
	
  
 
  	
  

          (iii)        after   the
Class Principal Balance of the Class A-PB Certificates has been reduced   to the Class A-PB Planned Principal Balance, to
distributions of principal to   the Holders of the Class A-1 Certificates, in an amount (not to exceed the   Class Principal Balance
of the Class A-1 Certificates outstanding immediately   prior to such Distribution Date) equal to the entire Loan Group 1 Principal
Distribution Amount and, after the Class Principal Balance of the Class A-1A   Certificates has been reduced to zero, the entire Loan
Group 2 Principal   Distribution Amount for such Distribution Date remaining after making any   distributions required pursuant to
clause (ix) below on such Distribution   Date, less any portion thereof distributed in respect of the Class A-PB   Certificates on
such Distribution Date;
  




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          (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, concurrently   (A) prior to the Distribution Date
in June 2010, to distributions of   principal to the Holders of the Class A-2C Certificates, in an amount (not to   exceed the Class
Principal Balance of the Class A-2C 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); and (B) on and   after the Distribution Date in June 2010
and at any time after the   Certificate Balance of the Class A-2C Certificates has been reduced to zero,   to distributions of
principal to the Holders of the Class A-2PFL Regular   Interest, in an amount (not to exceed the Class Principal Balance of the
Class A-2PFL Regular Interest 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/or the Class A-1 Certificates   and/or (to
the extent provided in this clause (iv)) the Class A-2C   Certificates  and/or the Class A-2PFL   Regular Interest 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   Balances of each of the Class A-1 Certificates and the Class A-2PFL Regular   Interest have been reduced to
zero, to distributions of principal to the   Holders of the Class A-2C Certificates, in an amount (not to exceed the Class
Principal Balance of the Class A-2C 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 and/or Class A-1
Certificates and/or (to the extent provided in clause (iv) above) the Class   A-2C Certificates and/or the Class A-2PFL Regular
Interest pursuant to clauses   (ii), (iii) and (iv) above);
  




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

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



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          (ix)        after   the
Class Principal Balances of the Class A-1, Class A-2C, Class A-3,   Class A-PB and Class A-4 Certificates and the Class A-2PFL
Regular Interest   have been reduced to zero, 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 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 (x) 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-2C, Class A-3 and   Class A-4 Certificates and the Class A-2PFL Regular Interest
pursuant to   clauses (ii), (iii), (iv), (v), (vi), (vii) and (viii) above;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (x)         to
distribution of interest to the Holders of the Class A-M Certificates Regular   Interest, in an amount equal to all Distributable
Certificate Interest in   respect of Class A-M Certificates on such Distribution Date, in amounts equal   to all Distributable
Certificate Interest in respect of such Class A-M   Certificates 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);
  
	
   
  	
  
 
  
	
  
 
  	
  

          (xi)        after   the
Class Principal Balances of the Class A Certificates (other than the   Class A-2PFL Certificates) and the Class A-2PFL Regular
Interest have been reduced   to zero, to distributions of principal to the Holders of the Class A-M Certificates   in an amount (not
to exceed the Class Principal Balance of the Class A-M   Certificates 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 and/or the Class A-2PFL Regular Interest pursuant   to any
prior clause of this Section 4.01(a));
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (xii)       to   distributions
to the Holders of the Class A-M Certificates, in accordance   with the respective amounts of Realized Losses and Additional Trust
Expenses,   if any, previously allocated to the Class A-M Certificates and not previously   reimbursed;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (xiii)      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;
  
	
   
  	
  
 
  
	
  
 
  	
  

          (xiv)       after   the Class A
Certificates, the Class A-2PFL and Class Regular Interest, and   the Class A-M Certificates have been reduced to zero, to
distributions of   principal to the Holders of the Class A-J Certificates, in an amount (not to   exceed the Class Principal Balance
of the Class A-J Certificates outstanding   immediately prior to such Distribution Date) equal to the entire Principal   Distribution
Amount for such Distribution Date (net of any portion thereof   distributed on such Distribution Date to the Holders of any other
Class of   Certificates and/or the Class A-2PFL Regular Interest pursuant to any prior   clause of this Section 4.01(a));






- 171 -








	
  
 
  	
  

          (xv)        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;
  
	
  
 
  	
  
 
  
	
   
  	
  

          (xvi)       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;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (xvii)      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-2PFL Regular
Interest, pursuant to any prior clause of this Section 4.01(a));
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (xviii)     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;
  
	
   
  	
  
 
  
	
  
 
  	
  

          (xix)       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;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (xx)        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-2PFL
Regular   Interest, pursuant to any prior clause of this Section 4.01(a));
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (xxi)       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;
  
	
   
  	
  
 
  
	
  
 
  	
  

          (xxii)      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;
  




- 172 -








	
  
 
  	
  

          (xxiii)     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-2PFL Regular
Interest, pursuant to any prior clause of this Section 4.01(a));
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (xxiv)     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;
  
	
   
  	
  
 
  
	
  
 
  	
  

          (xxv)      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;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (xxvi)     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-2PFL Regular
Interest,   pursuant to any prior clause of this Section 4.01(a));
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (xxvii)    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;
  
	
   
  	
  
 
  
	
  
 
  	
  
          (xxviii)   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;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (xxix)     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-2PFL Regular
Interest, pursuant to any prior clause of this Section 4.01(a));
  




- 173 -








	
  
 
  	
  

          (xxx)      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;
  
	
   
  	
  
 
  
	
  
 
  	
  

          (xxxi)     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;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (xxxii)    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-2PFL Regular   Interest,
pursuant to any prior clause of this Section 4.01(a));
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (xxxiii)   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;
  
	
   
  	
  
 
  
	
  
 
  	
  
          (xxxiv)   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;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (xxxv)    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-2PFL Regular   Interest,
pursuant to any prior clause of this Section 4.01(a));
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (xxxvi)   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;
  
	
   
  	
  
 
  
	
  
 
  	
  
          (xxxvii)  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;
  




- 174 -








	
  
 
  	
  
          (xxxviii)   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-2PFL
Regular   Interest, pursuant to any prior clause of this Section 4.01(a));
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (xxxix)    
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;
  
	
   
  	
  
 
  
	
  
 
  	
  

          (xl)            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;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (xli)         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-2PFL
Regular   Interest, pursuant to any prior clause of this Section 4.01(a));
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (xlii)        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;
  
	
   
  	
  
 
  
	
  
 
  	
  

          (xliii)       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;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (xliv)       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-2PFL Regular
Interest, pursuant to any prior clause of this Section 4.01(a));
  




- 175 -








	
  
 
  	
  

          (xlv)        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;
  
	
   
  	
  
 
  
	
  
 
  	
  

          (xlvi)        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;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (xlvii)       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-2PFL Regular
Interest, pursuant to any prior clause of this Section 4.01(a));
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (xlviii)      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;
  
	
   
  	
  
 
  
	
  
 
  	
  

          (xlix)        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;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (l)           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-2PFL
Regular   Interest, pursuant to any prior clause of this Section 4.01(a));
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (li)          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;
  
	
   
  	
  
 
  
	
  
 
  	
  

          (lii)          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;
  




- 176 -








	
  
 
  	
  

          (liii)          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-2PFL
Regular   Interest, pursuant to any prior clause of this Section 4.01(a));
  
	
  
 
  	
  
 
  
	
   
  	
  

          (liv)          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;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (lv)          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;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (lvi)          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-2PFL
Regular   Interest, pursuant to any prior clause of this Section 4.01(a));
  
	
   
  	
  
 
  
	
  
 
  	
  

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

          (lviii)          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(j), over
(B) the aggregate distributions made in   respect of the Regular Certificates and the Class A-2PFL Regular Interest on   such
Distribution Date pursuant to clauses (i) through (lxii) above;
  




provided, that on each Distribution Date after the aggregate of Class Principal Balances
of each Class of Subordinated Certificates has been reduced to zero, but any two or more of the Class A-1 Certificates, the Class
A-2C Certificates, the Class A-3 Certificates, the Class A-PB Certificates, the Class A-4 Certificates, the Class A-1A Certificates
and the Class A-2PFL


- 177 -









Regular Interest remain outstanding, the payments of principal to be made as contemplated by
clauses (iii) through (x) above with respect to the Class A Certificates and the Class A-2PFL Regular Interest will be made to the
Holders of the respective Classes of such Class A Certificates (other than the Class A-2PFL Certificates) and the Class A-2PFL
Regular Interest 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 the Class A-2PFL Regular Interest 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 and the Class A-2PFL 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 the Class IO Certificates on any Distribution Date pursuant to clause (i) above, shall
be deemed to have been made in respect of all the Components of such Class, pro rata in accordance with the respective amounts
of interest that would be payable on such Components on such Distribution Date based on the Class IO 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 (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-2PFL
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-2PFL
Regular Interest for such Distribution   Date; and
  
	
   
  	
  
 
  
	
  
 
  	
  

             (ii)          Second,
to the Holders of the Class IO Certificates, to the extent of any remaining   portion of such Yield Maintenance Charges and/or
Prepayment Premiums.
  





                    Any
distribution of Additional Yield Amounts in respect of the Class A-2PFL Regular Interest shall be paid to the Holders of the Class
A-2PFL Certificates or to the related Swap Counterparty as specified in Section 4.01(j).



                    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


- 178 -









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 five Business Days prior to the related Record Date (which
wiring
instructions may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to
the address of such Certificateholder as it appears in the Certificate Register.  The final distribution on each Certificate
(determined, in the case of a Sequential Pay Certificate, without regard to any possible future reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to such Certificate, but taking into account possible future distributions of
Additional Interest) will be made in a like manner, but only upon presentation and surrender of such Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution. 
Prior to any termination of the Trust Fund pursuant to Section 9.01, any distribution that is to be made with respect to a
Certificate in reimbursement of a Realized Loss or Additional Trust Fund Expense previously allocated
thereto, which reimbursement is to occur after the date on which such Certificate is surrendered as contemplated by the preceding
sentence, will be made by check mailed to the address of the Certificateholder that surrendered such Certificate as such address last
appeared in the Certificate Register or to any other address of which the Paying Agent was subsequently notified in writing.  If
such check is returned to the Paying Agent, the Paying Agent, directly or through an agent, shall take such reasonable steps to
contact the related Holder and deliver such check as it shall deem appropriate.  Any funds in respect of a check returned to the
Paying Agent shall be set aside by the Paying Agent and held uninvested in trust and credited to the account of the appropriate
Holder.  The costs and expenses of locating the appropriate Holder and holding such funds shall be paid out of such funds. 
No interest shall accrue or be payable to any former Holder on any amount held in trust
hereunder.  If the Paying Agent has not, after having taken such reasonable steps, located the related Holder by the second
anniversary of the initial sending of a check, the Paying Agent shall, subject to applicable law, distribute the unclaimed funds to
the Holders of the Class R-II Certificates.



                    (d)          Each
distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its
normal procedures.  Each Depository Participant shall be responsible for disbursing such distribution to the related Certificate
Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect
participating firm”) for which it acts as agent.  Each brokerage firm shall be responsible for disbursing funds to the
related Certificate Owners that it represents.  None of the Trustee, the Paying Agent, the Certificate  Registrar,
the


- 179 -









Depositor or the Master Servicer shall have any responsibility therefor except as otherwise
provided by this Agreement or applicable law.  The Trustee and the Depositor shall perform their respective obligations under a
Letter of Representations among the Depositor, the Trustee and the Initial Depository dated as of the Closing Date.



                    (e)          The
rights of the Certificateholders to receive distributions from the proceeds of the Trust Fund in respect of the Certificates, and all
rights and interests of the Certificateholders in and to such distributions, shall be as set forth in this Agreement.  Neither
the Holders of any Class of Certificates nor any party hereto shall in any way be responsible or liable to the Holders of any other
Class of Certificates in respect of amounts properly previously distributed on the Certificates.



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


	
  
 
  	
  

            (i)          the
Paying Agent expects that the final distribution with respect to such Class   of Certificates will be made on such Distribution Date
but only upon   presentation and surrender of such Certificates at the office of the   Certificate Registrar or at such other
location therein specified, and
  
	
  
 
  	
  
 
  
	
  
 
  	
  

            (ii)          no
interest shall accrue on such Certificates from and after such Distribution   Date.
  





                    Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such
Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the
account or accounts of the appropriate non-tendering Holder or Holders.  If any Certificates as to which notice has been given
pursuant to this Section 4.01(f) shall not have been surrendered for cancellation within six months after the time specified in such
notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates
for cancellation in order to receive the final distribution with respect thereto.  If within one year after the second notice
all such Certificates shall not have been surrendered for
cancellation, the Paying Agent, directly or through an agent, shall take such steps to contact the remaining non-tendering
Certificateholders concerning the surrender of their Certificates as it shall deem appropriate.  The costs and expenses of
holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second
notice to the non-tendering Certificateholders shall be paid out of such funds.  No interest shall accrue or be payable to any
former Holder on any amount held in trust pursuant to this paragraph.  If all of the Certificates shall not have been
surrendered for cancellation by the second anniversary of the delivery of the second notice, the Paying Agent shall, subject to
applicable law, distribute to the Holders of the Class R-II Certificates all unclaimed funds and other assets which remain subject
thereto.


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                    (g)          Notwithstanding
any other provision of this Agreement, the Paying Agent shall comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount that the Paying Agent reasonably believes are applicable under the
Code.  The Certificate Registrar shall promptly provide the Paying Agent with any IRS Forms W-9, W-8BEN, W-8IMY (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-2PFL Certificates) or the Class
A-2PFL 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-2PFL Certificates) and the Class A-2PFL Regular
Interest from REMIC I to REMIC II in respect of its Corresponding REMIC I Regular Interest set forth in the Preliminary Statement
hereto; provided, that interest shall be deemed to have been distributed pro rata among two or more Corresponding REMIC
I Regular Interests that correspond to a Class of Sequential Pay Certificates, and all distributions made in respect of the Class IO
Certificates on each Distribution Date pursuant to Section 4.01(a) or Section 9.01, and allocable to any particular Component of such
Class of Sequential Pay Certificates (other than the Class A-2PFL Certificates) or the Class A-2PFL Regular Interest in accordance
with the last paragraph of Section 4.01(a), shall be deemed to have first been distributed from REMIC I to REMIC II in respect of
such Component’s Corresponding REMIC I Regular Interest;  provided, however, all distributions made in
respect of the Class IO Certificates on each Distribution Date pursuant to Section 4.01(a) or Section 9.01, and allocable to any
particular Component of a Class of Sequential Pay Certificates (other than the Class A-2PFL Certificates) or the Class A-2PFL Regular
Interest in accordance with the last paragraph of Section 4.01(a) shall be deemed to have first been distributed from REMIC I to
REMIC II in respect of such Component’s Corresponding REMIC I Regular Interest.



                    (i)          All
distributions of reimbursements of Realized Losses and Additional Trust Fund Expenses made in respect of any Class of Sequential Pay
Certificates (other than the Class A-2PFL Certificates) and the Class A-2PFL 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 set forth in the Preliminary Statement hereto; provided, however, that distributions of reimbursements of
Realized Losses and Additional Trust Fund Expenses shall be made in reverse sequential order of the priority set forth in this
Section 4.01(h) for principal distributions, up to the amount of Realized Losses and Additional Trust Fund Expenses previously
allocated
to a particular Component of such Class of Certificates, the Class A-2PFL 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-2PFL 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 distribution with respect to any succeeding priority:


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                    (A)          First,
to the Holders of the Class A-2PFL Certificates, in respect of interest, up   to an amount equal to the Class A-2PFL Interest
Distribution Account for such   Distribution Date;
  
	
   
  	
  
 
  
	
  
 
  	
  

                    (B)          Second,
to the Holders of the Class A-2PFL Certificates, in reduction of the   Certificate Balances thereof, an amount equal to the Class
A-2PFL  Principal Distribution Amount, until the   outstanding Certificate Balance thereof has been reduced to zero;


	
  
 
  	
  
 
  
	
  
 
  	
  

                    (C)          Third,
to the Holders of the Class A-2PFL Certificates, until all Realized Losses   and Additional Trust Fund Expenses previously allocated
to the Class   A-2PFL  Certificates (as a result of   the allocation of Realized Losses and Additional Trust Fund Expenses to
the   Class A-2PFL  Regular Interest) but   not previously reimbursed, have been reimbursed in full; and
  
	
  
 
  	
  
 
  
	
  
 
  	
  

                    (D)          Fourth,
to pay termination payments, if any, to the A-2PFL Swap Counterparty; and
  
	
   
  	
  
 
  
	
  
 
  	
  

                    (E)          Fifth,
any remaining amount to the Holders of the Class A-2PFL  Certificates.
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (ii)          So
long as a Class A-2PFL  Distribution   Conversion is not in effect, any Additional Yield Amounts paid on the Class
A-2PFL  Regular Interest shall be   payable to the A-2PFL Swap Counterparty pursuant to the terms of the A-2PFL   Swap Contract
on the net basis as part of the Net Swap Payment specified in   Section 3.28.  On each Distribution   Date for which a Class
A-2PFL    Distribution Conversion is in effect, any Additional Yield Amount paid   on a Class A-2PFL  Regular Interest
shall be distributed to the Holders of the Class A-2PFL  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-2PFL   Regular Interest (including all
principal amounts outstanding) and to the   Class A-2PFL 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 Loans) 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(l)) shall make withdrawals and
payments from the Companion Distribution Account for the related Companion Loans in the following order of priority:


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          (i)          to
pay the Trustee or any of its directors, officers, employees and agents, as   the case may be, any amounts payable or reimbursable to
any such Person   pursuant to Section 8.05, to the extent any such amounts relate solely to   a Loan Pair;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (ii)          to
pay for the cost of the Opinions of Counsel sought by the Trustee as   contemplated by Sections 9.02(a)(i) and 10.01(h), to the
extent any such   costs relate to a Loan Pair;
  
	
   
  	
  
 
  
	
  
 
  	
  

          (iii)          to
pay to the Master Servicer any amounts deposited by the Master Servicer in   the Companion Distribution Account not required to be
deposited therein;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (iv)          on
each Distribution Date, to pay all amounts remaining in the Companion   Distribution Account to the Companion Holder; and


	
  
 
  	
  
 
  
	
  
 
  	
  

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







                    All
distributions from a Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the Companion
Holder by wire transfer in immediately available funds to the account of such Companion Holder or an agent therefor appearing on the
Companion Register on the related Record Date (or, if no such account so appears or information relating thereto is not provided at
least five Business Days prior to the related Record Date, by check sent by first-class mail to the address of such Companion Holder
or its agent appearing on the Companion Register). Any such account shall be located at a commercial bank in the United
States.



                    To the
extent amounts are payable to or in respect of the Trust Fund pursuant to Section 4.01(n)(i) or (ii), the Companion Distribution
Account shall be considered an “outside reserve fund” within the meaning of the REMIC Provisions, beneficially owned
by the Companion Holder for federal income tax purposes, who shall be taxable on all reinvestment income thereon, and who shall be
deemed to have received any amounts reimbursed from the Trust Fund to the Companion Distribution Account.



                    On
each Distribution Date, the Paying Agent shall withdraw amounts from the Gain-on-Sale Reserve Account and shall distribute such
amounts to reimburse the Holders of each Class of Sequential Pay Certificates (other than the Class A-2PFL Certificates) and the
Class A-2PFL 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 Interests in reimbursement of Realized Losses and Additional Trust Fund
Expenses previously allocated


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thereto.  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-2PFL Certificates) or the Class
A-2PFL 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.



                    (l)          Notwithstanding
any other provision of this Agreement, the Paying Agent shall comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount that the Paying Agent reasonably believes are applicable under the Code
taking into account any applicable exemptions from, or reductions in, withholding upon receipt of appropriate Internal Revenue
Service forms and documentation.  The consent of Certificateholders shall not be required for such withholding.  In the
event the Paying Agent does withhold any amount from interest or original issue discount payments or advances thereof to any
Certificateholder pursuant to federal withholding requirements, the Paying Agent shall indicate the amount withheld to such
Certificateholders on the Distribution Date Statement.  Such amounts shall be deemed to have been distributed to such
Certificateholders for all purposes of this Agreement.


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



                    (a)          On
each Distribution Date, the Trustee shall make available on the Trustee’s Internet Website or, upon written request, forward by
mail (or by electronic transmission acceptable to the recipient) to each Certificateholder, each initial Certificate Owner and (upon
written request made to the Trustee) each subsequent Certificate Owner (as identified to the reasonable satisfaction of the Trustee),
the Depositor, the Master Servicer, the Special Servicer, the Companion Holders, the Underwriters and each Rating Agency, a statement
(a “Distribution Date Statement”), as to the distributions made on such Distribution Date, based on information
provided to it by the Master Servicer and the Special Servicer, setting forth:

	
  
 
  	
  

             (i)          the
amount of the distribution on such Distribution Date to the Holders of each   Class of Regular Certificates and the Class A-2PFL
Certificates in reduction   of the Class Principal Balance thereof;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

             (ii)          the
amount of the distribution on such Distribution Date to the Holders of each   Class of Regular Certificates and the Class A-2PFL
Certificates allocable to   Distributable Certificate Interest or the Class A-2PFL Interest Distribution   Amount, as applicable,
and, with respect to the Class A-2PFL Certificates   notification that the amount of interest distribution thereon is equal to the
interest distribution amount with respect to the Class A-2PFL Regular   Interest which is being paid as a result of a Class A-2PFL
Distribution   Conversion;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

             (iii)          the
amount of the distribution on such Distribution Date to the Holders of each   Class of Regular Certificates and the Class A-2PFL
Certificates allocable to   Prepayment Premiums and/or Yield Maintenance Charges;
  



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             (iv)         the
amount of the distribution on such Distribution Date to the Holders of each   Class of Regular Certificates and the Class A-2PFL
Certificates in   reimbursement of previously allocated Realized Losses and Additional Trust   Fund Expenses;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

             (v)          the
Available Distribution Amount and Class A-2PFL Available Funds for such   Distribution Date;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

             (vi)         (a)
the aggregate amount of P&I Advances made in respect of such Distribution   Date with respect to the Mortgage Pool and each Loan
Group pursuant to Section   4.03(a), including, without limitation, any amounts applied pursuant to   Section 4.03(a)(ii), and the
aggregate amount of unreimbursed P&I   Advances with respect to the Mortgage Pool and each Loan Group that had been   outstanding
at the close of business on the related Determination Date and   the aggregate amount of interest accrued and payable to the Master
Servicer   or the Trustee in respect of such unreimbursed P&I Advances in accordance   with Section 4.03(d) as of the close of
business on the related Determination   Date, (b) the aggregate amount of Servicing Advances as of the close of   business on
the related Determination Date, (c) the
aggregate amount of all   Nonrecoverable Advances as of the close of business on the related   Determination Date and (d) to the
extent available, the foregoing information   listed in this clause (vi) with respect to P&I Advances by the 2005-C20   Master
Servicer on the 2005-C20 Serviced Mortgage Loans;
  
	
   
  	
  
 
  
	
  
 
  	
  

             (vii)        the
aggregate unpaid principal balance of the Mortgage Pool and each Loan Group   outstanding as of the close of business on the related
Determination Date;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

             (viii)          the
aggregate Stated Principal Balance of the Mortgage Pool and each Loan Group   outstanding immediately before and immediately after
such Distribution Date;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

             (ix)         the
number, aggregate principal balance, weighted average remaining term to   maturity and weighted average Mortgage Rate of the Mortgage
Loans in the   Mortgage Pool and each Loan Group as of the close of business on the related   Determination Date;
  
	
  
 
  	
  
 
  
	
   
  	
  

             (x)          the
number, aggregate unpaid principal balance (as of the close of business on   the related Determination Date) and aggregate Stated
Principal Balance   (immediately after such Distribution Date) of Mortgage Loans   (A) delinquent 30-59 days, (B) delinquent
60-89 days, (C) delinquent   more than 89 days, (D) as to which foreclosure proceedings have been   commenced, and (E) to the
actual knowledge of the Master Servicer or   Special Servicer in bankruptcy proceedings;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

             (xi)         as
to each Mortgage Loan referred to in the preceding clause (x) above, (A) the   loan number thereof, (B) the Stated Principal Balance
thereof immediately   following such Distribution Date, and (C) a brief description of any executed   loan modification;






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             (xii)          with
respect to any Mortgage Loan as to which a Liquidation Event occurred during   the related Collection Period (other than a payment in
full), (A) the   loan number thereof, (B) the aggregate of all Liquidation Proceeds and other   amounts received in connection
with such Liquidation Event (separately   identifying the portion thereof allocable to distributions on the   Certificates), and (C)
the amount of any Realized Loss in connection with   such Liquidation Event;
  
	
   
  	
  
 
  
	
  
 
  	
  

             (xiii)          with
respect to any REO Property included in the Trust Fund as to which a Final   Recovery Determination was made during the related
Collection Period, (A) the   loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation   Proceeds and other
amounts received in connection with such Final Recovery   Determination (separately identifying the portion thereof allocable to
distributions on the Certificates), and (C) the amount of any Realized Loss   in respect of the related REO Loan in connection with
such Final Recovery   Determination;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

             (xiv)          the
Accrued Certificate Interest and Distributable Certificate Interest in   respect of each Class of Regular Certificates and the Class
A-2PFL   Certificates for such Distribution Date;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

             (xv)          any
unpaid Distributable Certificate Interest in respect of each Class of Regular   Certificates and the Class A-2PFL Certificates 
after giving effect to the distributions made on such   Distribution Date;
  
	
   
  	
  
 
  
	
  
 
  	
  

             (xvi)          the
Pass-Through Rate for each Class of Regular Certificates and the Class A-2PFL   Certificates for such Distribution Date;


	
  
 
  	
  
 
  
	
  
 
  	
  

             (xvii)          the
Principal Distribution Amount, the Loan Group 1 Principal Distribution Amount   and the Loan Group 2 Principal Distribution Amount
for such Distribution   Date, separately identifying the respective components thereof (and, in the   case of any Principal
Prepayment or other unscheduled collection of principal   received during the related Collection Period, the loan number for the
related Mortgage Loan and the amount of such prepayment or other collection   of principal);
  
	
  
 
  	
  
 
  
	
  
 
  	
  

             (xviii)          the
aggregate of all Realized Losses incurred during the related Collection   Period and all Additional Trust Fund Expenses incurred
during the related   Collection Period;
  
	
   
  	
  
 
  
	
  
 
  	
  

             (xix)          the
aggregate of all Realized Losses and Additional Trust Fund Expenses that were   allocated on such Distribution Date;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

             (xx)          the
Class Principal Balance of each Class of Regular Certificates (other than the   Class IO Certificates) and the Class A-2PFL
Certificates and the Component   Notional Amount of each Component outstanding immediately before and immediately   after such
Distribution Date, separately identifying any reduction therein   due to the allocation of Realized Losses and Additional Trust Fund
Expenses   on such Distribution Date;
  




- 186 -








	
  
 
  	
  

             (xxi)          the
Certificate Factor for each Class of Regular Certificates, the Class A-2PFL   Certificates immediately following such Distribution
Date;
  
	
   
  	
  
 
  
	
  
 
  	
  

             (xxii)          the
aggregate amount of interest on P&I Advances paid to the Master Servicer,   and the Trustee with respect to the Mortgage Pool and
each Loan Group during   the related Collection Period in accordance with Section 4.03(d);
  
	
  
 
  	
  
 
  
	
  
 
  	
  

             (xxiii)          the
aggregate amount of interest on Servicing Advances paid to the Master   Servicer, the Trustee and the Special Servicer (and, if
applicable, the   2005-C20 Master Servicer and the 2005-C20 Special Servicer) during the   related Collection Period in accordance
with Section 3.03(d) with respect to   the Mortgage Pool and each Loan Group;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

             (xxiv)          the
aggregate amount of (i) Servicing Fees paid to the Master Servicer and the   Special Servicer and (ii) Trustee Fees paid to the
Trustee during the related   Collection Period;
  
	
   
  	
  
 
  
	
  
 
  	
  
            
(xxv)          the loan   number for each Required Appraisal Mortgage Loan and any
related Appraisal   Reduction Amount as of the related Determination Date;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

             (xxvi)          the
original and then current credit support levels for each Class of Regular   Certificates and the Class A-2PFL
Certificates;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

             (xxvii)          the
original and then current ratings for each Class of Regular Certificates and   the Class A-2PFL Certificates;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

             (xxviii)          the
aggregate amount of Prepayment Premiums and Yield Maintenance Charges with   respect to the Mortgage Pool and each Loan Group
collected during the related   Collection Period;
  
	
   
  	
  
 
  
	
  
 
  	
  

             (xxix)          the
amounts, if any, actually distributed with respect to the Class Z   Certificates Class R-I Certificates or Class R-II
Certificates on such   Distribution Date;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

             (xxx)          the
value of any REO Property included in the Trust Fund as of the end of the   related Collection Period, based on the most recent
Appraisal or valuation;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

             (xxxi)          LIBOR
as calculated for the related Distribution Date and the next succeeding   Distribution Date;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

             (xxxii)          the
amounts received and paid in respect of the related Swap Contract;
  



- 187 -








	
  
 
  	
  

             (xxxiii)          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;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

             (xxxiv)          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
  
	
  
 
  	
  
 
  
	
  
 
  	
  

             (xxxv)          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 (xxiv) and (xxx) above, insofar as
the underlying information is solely within the control of the Special Servicer, the Trustee and the Master Servicer may, absent
manifest error, conclusively rely on the reports to be provided by the Special Servicer.



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



                    The
Trustee shall, 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 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.  The Trustee
shall make available each month, on each Distribution Date, (i) the
Restricted Servicer Reports, and (ii) the CMSA Property File and the CMSA Financial File, and (iii) the CMSA Reconciliation of Funds
Report to any Privileged Person.



                    Absent
manifest error, none of the Master Servicer or the Special Servicer shall be responsible for the accuracy or completeness of any
information supplied to it by a borrower or third party (including, without limitation, the 2005-C20 Master Servicer, 2005-C20
Special Servicer and the 2005-C20 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 2005-C20 Master Servicer, 2005-C20 Special Servicer and the 2005-C20 Trustee).


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



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



                    The
Trustee shall only be obligated to deliver the statements, reports and information contemplated by this Section 4.02(a) to the extent
it receives the necessary underlying information from the Special Servicer or Master Servicer, as applicable, and shall not be liable
for any failure to deliver any thereof on the prescribed due dates, to the extent caused by failure to receive timely such underlying
information.  Nothing herein shall obligate the Trustee or the Master Servicer to violate any applicable law prohibiting
disclosure of information with respect to any Mortgagor and the failure of the Trustee, Master Servicer or the Special Servicer to
disseminate information for such reason shall not be a breach hereof.



                    (b)          Not
later than 1:00 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.


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                    In the
performance of its obligations set forth in Section 4.05, and its other duties hereunder, the Trustee (including in its capacity as
Paying Agent) may conclusively rely on reports provided to it by the Master Servicer, and the Trustee shall not be responsible to
recompute, recalculate or verify the information provided to it by the Master Servicer.  In the case of information to be
furnished by the Master Servicer to the Trustee pursuant to this Section 4.02(b), insofar as such information is solely within
the control of the Special Servicer, the 2005-C20 Master Servicer, the 2005-C20 Special Servicer or the 2005-C20 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 4.03(f) below, equal with respect to the Mortgage Loans, the aggregate of all Periodic
Payments


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(other than Balloon Payments) and any Assumed Scheduled Payments, net of related Servicing Fees
(and, in the case of the 2005-C20 Serviced Loans, servicing fees due to the 2005-C20  Master Servicer to the extent not
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  (i) in each case, other than with
respect to the 1000 & 1100 Wilson Loan, to the extent such amount was not paid by or on behalf of the related Mortgagor or
otherwise collected (including as net income from REO Properties) as of the close of business on the last day of related Collection
Period; or (ii) in the case of the 1000 & 1100 Wilson Loan, to the extent such amount was required to
the advanced by the 2005-C20 Master Servicer pursuant to the 2005-C20 Pooling and Servicing Agreement, and the 2005-C20 Master
Servicer failed to make such P&I Advance, the Master Servicer shall be required  to make such P&I Advance only to the
extent that Master Servicer has received all information necessary to determine whether such P&I Advance is a Nonrecoverable
Advance; provided that, (x) if the Periodic Payment on any Mortgage Loan has been reduced in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, waiver or amendment granted or agreed to by the Special
Servicer pursuant to Section 3.20, or if the final maturity on any Mortgage Loan shall be extended in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, waiver or amendment granted or agreed to by the Special
Servicer pursuant to Section 3.20, and the Periodic Payment due and owing during the extension period is less
than the related Assumed Scheduled Payment, then the Master Servicer or the Trustee shall, as to such Mortgage Loan only, advance
only the amount of the Periodic Payment due and owing after taking into account such reduction (net of related Servicing Fees) in the
event of subsequent delinquencies thereon; and (y) if it is determined that an Appraisal Reduction Amount exists with respect to any
Required Appraisal Mortgage Loan, then, with respect to the Distribution Date immediately following the date of such determination
and with respect to each subsequent Distribution Date for so long as such Appraisal Reduction Amount exists with respect to such
Required Appraisal Mortgage Loan, the Master Servicer or the Trustee will be required in the event of subsequent delinquencies to
advance in respect of such Mortgage Loan only an amount equal to the sum of (A) the amount of the interest portion of the P&I
Advance that would otherwise be required without regard to this clause (y), minus the product of
(1) such Appraisal Reduction Amount and (2) the per annum Pass-Through Rate (i.e., for any month, one-twelfth of the
Pass-Through Rate or “pass-through rate”) applicable to the Class of Certificates to which such Appraisal Reduction Amount
is allocated pursuant to Section 4.04(e) 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


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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 conclusively rely on such
determination by the Special Servicer.  The Trustee (i) shall be entitled to rely, conclusively, on any determination by the
Master Servicer and (ii) shall conclusively rely on any determination by the Special Servicer that a P&I Advance, if made, would
be a Nonrecoverable Advance (and with respect to a P&I Advance the Trustee shall rely on the Master Servicer’s determination
that the P&I Advance would be a Nonrecoverable Advance if the Trustee determines that it does not have sufficient time to make
such determination); provided, however, that, if the Master Servicer has failed to make a P&I Advance for reasons other
than a determination by the Master Servicer or the Special Servicer that such P&I Advance would be Nonrecoverable Advance, the
Trustee shall make such Advance within the time periods required by Section 4.03(a) unless the Trustee, in good faith, makes a
determination prior to the times specified in Section 4.03(a) that such P&I Advance would be a
Nonrecoverable Advance.  The Trustee in determining whether or not a P&I Advance previously made is, or a proposed P&I
Advance, if made, would be, a Nonrecoverable Advance shall be subject to the standards set forth in Section 8.01(a), including
utilizing its good faith business judgment to make such determination.



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


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                    (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-2PFL 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-2PFL Certificates) and the Class A-2PFL 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-2PFL Certificates) and the Class A-2PFL 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 Work-out Delayed Reimbursement Amounts pursuant to Section 3.05(a)(vii) hereof): 
first, to the Class P Certificates, until the remaining Class Principal Balance thereof has been reduced to zero, second, to the
Class O Certificates, until the remaining Class Principal Balance thereof has been reduced to zero, third, to the Class N
Certificates, until the remaining Class Principal Balance thereof has been reduced to zero; fourth, to the Class M
Certificates, until the remaining Class Principal Balance thereof has been reduced to zero; fifth, to the Class L Certificates, until
the remaining Class Principal Balance thereof has been reduced to zero; sixth, to the Class K Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; seventh, to the Class J Certificates, until the remaining Class Principal Balance
thereof has been reduced to zero; eighth, to the Class H Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; ninth, to the Class G Certificates, until the remaining Class Principal Balance thereof has been reduced to zero;
tenth, to the Class F Certificates, until the remaining Class Principal Balance thereof has been reduced to zero; eleventh, to the
Class E Certificates, until the remaining Class Principal Balance thereof has been reduced to zero; twelfth, to the Class D
Certificates, until the remaining Class Principal Balance thereof has been reduced to zero;
thirteenth, to the Class C Certificates, until the remaining Class Principal Balance thereof has been reduced to zero; fourteenth, to
the Class B Certificates, until the remaining Class Principal Balance thereof has been reduced to zero; fifteenth to the Class A-J
Certificates until the remaining Class Principal Balance thereof has been reduced to zero; sixteenth, to the Class A-M Certificates
until the remaining Class Principal Balance thereof have been reduced to zero, and seventeenth, pro rata (based on remaining
Class Principal Balances), to the Class A-1 Certificates, the Class A-2C Certificates, the Class A-3 Certificates, the Class A-PB
Certificates, the Class A-4 Certificates, the Class A-1A Certificates and the Class A-2PFL Regular Interest (and therefore to the
Class A-2PFL 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 and


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the Class A-2PFL Regular Interest shall be made by reducing the Class Principal Balances
thereof by the amount so allocated.  All Realized Losses and Additional Trust Fund Expenses, if any, allocated to the Class
A-2PFL Regular Interest shall result in a corresponding reduction of the Certificate Balance of the Class A-2PFL 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-2PFL Certificates, an amount corresponding to any Realized Losses and Additional Trust Fund Expenses allocated to the Class
A-2PFL 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-2PFL Regular Interest as of the Distribution Date on which the
aggregate Certificate Principal Balance of such Regular Certificates and the Class Principal Balance of the Class A-2PFL 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(n), the REMIC I Principal
Balance 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.



                    (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-2PFL Certificates) and the Class A-2PFL Regular Interest in
reverse order of priorities (except with respect to the Class A-1, Class A-2C, Class A-3, Class A-PB, Class A-4, and Class A-1A
Certificates and the Class A-2PFL Regular Interest which amounts shall be applied pro rata (based on remaining Class Principal
Balances) to such Certificates and the Class A-2PFL Regular Interest) in each case up to the respective Accrued Certificate Interest
for each such Class of Certificates (other than the Class A-2PFL Certificates) or the Class A-2PFL 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-2PFL 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 (other than the Class A-2PFL Certificates) or the
Class A-2PFL Regular Interest.  All Certificate Deferred Interest, if any, allocated to the Class A-2PFL Regular Interest shall
result in a corresponding increase of the Certificate Balances of the Class A-2PFL Certificates.  The amount of Certificate
Deferred Interest allocated to any Class of Sequential Pay Certificates (other than the Class A-2PFL Certificates) or the Class
A-2PFL Regular Interest, as applicable, shall be allocated to, and will increase the REMIC I Principal Balances of the Corresponding
REMIC I Regular Interest in reverse order of priorities; provided, however, that with
respect to the Class A-1, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A Certificates and the Class A-2PFL Regular
Interest, 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 P, Class O, Class N, Class M, Class L, Class K, Class
J,


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Class H, Class G, Class F, Class E, Class D, Class C, Class B, Class A-J, and Class A-M
Certificates, in that order, up to the amount of their respective Class Principal Balances, and then to the Class A Certificates on a
pro rata basis; provided, however, that with respect to any Appraisal Reduction Amount relating to a Co-Lender Loan,
such Appraisal Reduction Amount will be applied, first to the Subordinate Companion Loans from the most junior to the most senior,
and then, will be applied to its related Co-Lender Loan.  On any Distribution Date, an Appraisal Reduction Amount that otherwise
would be allocated to a Class of Certificates shall be allocated to the next most subordinate Class to the extent that the Class
Principal Balance on such Distribution Date for such Class of Certificates (prior to taking the Appraisal Reduction Amount into
account) is less than the Appraisal Reduction Amount for the Distribution Date.  The Master
Servicer shall report to the Trustee on or before each Determination Date all Appraisal Reduction Amounts and the Trustee shall
report to the Master Servicer no later than 10:00 a.m. on the related P&I Advance Date the Pass-Through Rates necessary to
calculate the allocation required by this Section 4.04(d).


          Section
4.05.          Calculations.



                    The
Paying Agent shall, provided, it receives the necessary information from the Master Servicer and the Special Servicer, be
responsible for performing all calculations necessary in connection with the actual and deemed distributions and allocations to be
made pursuant to Section 4.01, Section 5.02(d) and Article IX and the actual and deemed allocations of Realized Losses and Additional
Trust Fund Expenses to be made pursuant to Section 4.04.  The Paying Agent shall calculate the Available Distribution Amount for
each Distribution Date and shall allocate such amount among Certificateholders in accordance with this Agreement, and the Paying
Agent shall have no obligation to recompute, recalculate or verify any information provided to it by the Special Servicer or Master
Servicer.  The calculations by the Paying Agent of such
amounts shall, in the absence of manifest error, be presumptively deemed to be correct for all purposes hereunder.


          Section
4.06.          Use of Agents.



                    The
Master Servicer or the Trustee may at its own expense utilize agents or attorneys-in-fact in performing any of its obligations under
this Article IV (except the obligation to make P&I Advances), but no such utilization shall relieve the Master Servicer or the
Trustee from any of such obligations or liabilities, and the Master Servicer or the Trustee, as applicable, shall remain responsible
for all acts and omissions of any such agent or attorney-in-fact (other than with respect to limited powers-of-attorney delivered by
the Trustee to the Master Servicer or Special Servicer pursuant to Section 2.03(b) and 3.01(b), as applicable, in which case the
Trustee shall have no such responsibility).


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ARTICLE V.


THE CERTIFICATES


          Section
5.01.          The Certificates.



                    (a)          The
Certificates will be substantially in the respective forms attached hereto as Exhibit A; provided, that any of the
Certificates may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise
reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be required to comply with
any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Certificates are
admitted to trading, or to conform to general usage.  The Certificates will be issuable in registered form only; provided,
however, that in accordance with Section 5.03 beneficial ownership interests in the Regular Certificates and the Class A-2PFL
Certificates
shall initially be held and transferred through the book-entry facilities of the Depository.  The Regular Certificates and the
Class A-2PFL Certificates will be issuable only in denominations corresponding to initial Certificate Principal Balances or initial
Certificate Notional Amounts, as the case may be, as of the Closing Date of not less than $10,000 in the case of the Registered
Certificates, $1,000,000 in the case of the Class IO Certificates, and $250,000 in the case of Non-Registered Certificates (other
than the Residual Certificates and the Class IO Certificates), and in each such case in integral multiples of $1 in excess
thereof.  The Class Z Certificates, Class R-I Certificates and the Class R-II Certificates shall have no minimum denomination
and shall each be represented by a single definitive certificate.



                    (b)          The
Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by the Certificate Registrar hereunder by an
authorized signatory.  Certificates bearing the manual or facsimile signatures of individuals who were at any time the
authorized signatories of the Certificate Registrar shall be entitled to all benefits under this Agreement, subject to the following
sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such Certificates.  No Certificate shall be entitled
to any benefit under this Agreement, or be valid for any purpose, however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the Authenticating Agent by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has
been duly authenticated and delivered hereunder.  All Certificates shall be dated the date of their authentication.


          Section
5.02.          Registration of Transfer and Exchange of
Certificates.



                    (a)          At
all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate
Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar
(located as of the Closing Date at the Corporate Trust Office), shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided.  The Trustee is hereby initially appointed (and hereby agrees to act in
accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of
Certificates as herein provided.  The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the
Trustee,
the Special Servicer and the Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions
as the predecessor Certificate Registrar may prescribe, provided, that the predecessor Certificate Registrar shall not be
relieved of any of its duties or responsibilities hereunder by reason of such appointment. If


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the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee
shall immediately succeed to its duties as Certificate Registrar.  The Depositor, the Trustee (if it is no longer the
Certificate Registrar), the Master Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to
obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the
information set forth in the Certificate Register.  Upon written request of any Certificateholder made for purposes of
communicating with other Certificateholders with respect to their rights under this Agreement, the Certificate Registrar shall
promptly furnish such Certificateholder with a list of the other Certificateholders of record identified in the Certificate Register
at the time of the request.



                    (b)          No
transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification.  If such a transfer is to be made without registration
under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the
Depositor, the Underwriters or their respective Affiliates), then the Certificate Registrar shall refuse to register such transfer
unless it receives (and upon receipt, may conclusively rely upon) either:  (i) a certificate from the Certificateholder desiring
to effect
such transfer substantially in the form attached as Exhibit G-1 hereto, and a certificate from such Certificateholder’s
prospective transferee substantially in the form attached as either Exhibit G-2 hereto or as Exhibit G-3 hereto; or (ii) an Opinion
of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration
under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Registrar in their respective capacities as such), together with the
written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or
such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered
Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement
to permit the transfer of any Non-Registered Certificate without registration or qualification.  Any Holder of a Non-Registered
Certificate desiring to effect such a transfer shall, and upon acquisition of such a Certificate shall be deemed to have agreed to,
indemnify the Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.



                    In
connection with transfer of the Non-Registered Certificates, the Depositor shall furnish upon request of a Certificateholder or
Certificate Owner to such Holder or Certificate Owner and any prospective purchaser designated by such Certificateholder or
Certificate Owner the information required to be delivered under paragraph (d)(4) of Rule 144A of the Securities Act.



                    Notwithstanding
the foregoing, for so long as any Non-Registered Certificate is a Book-Entry Certificate, (a) each prospective transferor of such
Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferee of such Certificate the information
set forth on Exhibit G-1 upon or prior to such transfer and (b) each prospective transferee of such Certificate shall be deemed to
have represented to the Trustee, the Paying


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Agent, the Depositor and the transferor of such Certificate the information set forth on
Exhibit G-2 or Exhibit G-3 upon or prior to such transfer.  In addition, if such prospective transferee is an Institutional
Accredited Investor (but not also a Qualified Institutional Buyer), such prospective transferee shall be deemed to have acknowledged
that any beneficial interest in a Book-Entry Certificate that is transferred to it is required to be delivered in the form of a
Definitive Certificate and shall cease to be an interest in such Book-Entry Certificate and, thereafter, shall be subject to all
transfer restrictions and other procedures applicable to Certificates in definitive form.



                    (c)          No
transfer of a Certificate or any interest therein shall be made to any “employee benefit plan” subject to Title I of ERISA,
or any “plan” subject to Section 4975 of the Code, or any other retirement plan or other employee benefit plan or
arrangement subject to any federal, state, local, non-U.S. or other law (“Similar Law”) substantively similar to the
foregoing provisions of ERISA or the Code, or any Person directly or indirectly acquiring such Certificate for, on behalf of, or with
any assets of any such plan (each, a “Plan”) unless (A) in the case of a Certificate other than a Residual
Certificate or a Class Z Certificate, the transferee is an insurance company general account which is eligible for, and satisfies all
of the
requirements for, exemptive relief under Sections I and III of Department of Labor Prohibited Transaction Class Exemption 95-60
(“PTE 95-60”) or (B) in the case of a Certificate other than an ERISA Restricted Certificate, a Residual Certificate
or a Class Z Certificate, (1) the transferee qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D under
the Securities Act,  (2) the transferee’s acquisition and holding of such Certificate satisfies all the requirements of and
is covered by the Exemptions as in effect at the time of such transfer and (3) in the case of a Class A-2PFL Certificate, the Plan
fiduciary is a qualified professional asset manager (as defined in PTE 84-14, an inhouse 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 H hereto that it meets the foregoing conditions and that it will not transfer such
Certificate in violation of the foregoing, and each Person who acquires a Certificate in Book-Entry Certificate form shall be deemed
to have certified that the foregoing conditions are satisfied, and that it will not transfer such Certificate in violation of the
foregoing.



                    (d)          (i)          Each
Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Paying Agent
under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Certificate
Registrar under clause (ii)(B) below to negotiate the terms of any mandatory disposition and to execute all instruments of Transfer
and to do all other things necessary in connection with any such sale.  The rights of each Person acquiring any Ownership
Interest in a Residual Certificate are expressly subject to the
following provisions:

	
  
 
  	
  

                    (A)          Each
Person holding or acquiring any Ownership Interest in a Residual Certificate   shall be a Permitted Transferee and shall promptly
notify the Master   Servicer, the Paying Agent and the Certificate Registrar of any change or   impending change in its status as a
Permitted Transferee.
  




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                    (B)          In
connection with any proposed Transfer of any Ownership Interest in a Residual   Certificate, the Certificate Registrar shall require
delivery to it, and   shall not register the Transfer of any Residual Certificate until its receipt   of an affidavit and agreement
substantially in the form attached hereto as   Exhibit I-1 (a “Transfer Affidavit and Agreement”), from the proposed
Transferee, in form and substance satisfactory to the Certificate Registrar,   and upon which the Certificate Registrar may, in the
absence of actual   knowledge by a Responsible Officer of either the Trustee or the Certificate   Registrar to the contrary,
conclusively rely, representing and warranting,   among other things, that such Transferee is a Permitted Transferee; that it   is
not
acquiring its Ownership Interest in the Residual Certificate that is   the subject of the proposed Transfer as a nominee, trustee or
agent for any   Person that is not a Permitted Transferee; that for so long as it retains its   Ownership Interest in a Residual
Certificate, it will endeavor to remain a   Permitted Transferee; that it has historically paid its debts as they have   come due,
intends to pay its debts as they come due in the future and intends   to pay all taxes associated with the Residual Certificate as
they come due;   and that it has reviewed the provisions of this Section 5.02(d) and agrees to   be bound by them.
  
	
  
 
  	
  
 
  
	
  
 
  	
  

                    (C)          Notwithstanding
the delivery of a Transfer Affidavit and Agreement by a proposed Transferee   under clause (B) above, if a Responsible Officer of the
Certificate Registrar   has actual knowledge that the proposed Transferee is not a Permitted   Transferee, no Transfer of an
Ownership Interest in a Residual Certificate to   such proposed Transferee shall be effected.
  
	
   
  	
  
 
  
	
  
 
  	
  

                    (D)          Each
Person holding or acquiring any Ownership Interest in a Residual Certificate   shall agree (a) to require a Transfer Affidavit and
Agreement from any   prospective Transferee to whom such Person attempts to transfer its Ownership   Interest in such Residual
Certificate and (b) not to transfer its Ownership   Interest in such Residual Certificate unless it provides to the Certificate
Registrar a certificate substantially in the form attached hereto as Exhibit   I-2 stating that, among other things, it has no actual
knowledge that such   prospective Transferee is not a Permitted Transferee.
  
	
  
 
  	
  
 
  
	
  
 
  	
  

                    (E)          Each
Person holding or acquiring an Ownership Interest in a Residual Certificate,   by purchasing an Ownership Interest in such
Certificate, agrees to give the   Master Servicer and the Trustee written notice that it is a “pass-through   interest
holder” within the meaning of temporary Treasury regulation Section   1.67-3T(a)(2)(i)(A) immediately upon acquiring an
Ownership Interest in a   Residual Certificate, if it is, or is holding an Ownership Interest in a   Residual Certificate on behalf
of, a “pass-through interest holder.”
  
	
  
 
  	
  
 
  
	
   
  	
  

          (ii)          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 
  




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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.
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (iii)          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.
  
	
   
  	
  
 
  
	
  
 
  	
  

          (iv)          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.
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (v)          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






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                              (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)          Subject
to the preceding provisions of this Section 5.02, upon surrender for registration of transfer of any Certificate at the offices of
the Certificate Registrar maintained for such purpose, the Certificate Registrar shall execute and the Authenticating Agent shall
authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same Class of
a like aggregate Percentage Interest.



                    (f)          At
the option of any Holder, its Certificates may be exchanged for other Certificates of authorized denominations of the same Class of a
like aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at the offices of the Certificate Registrar
maintained for such purpose.  Whenever any Certificates are so surrendered for exchange, the Certificate Registrar shall execute
and the Authenticating Agent shall authenticate and deliver the Certificates which the Certificateholder making the exchange is
entitled to receive.



                    (g)          Every
Certificate presented or surrendered for transfer or exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the
Holder thereof or his attorney duly authorized in writing.



                    (h)          No
service charge shall be imposed for any transfer or exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of
Certificates.



                    (i)          All
Certificates surrendered for transfer and exchange shall be physically canceled by the Certificate Registrar, and the Certificate
Registrar shall dispose of such canceled Certificates in accordance with its standard procedures.



                    (j)          Upon
request, the Certificate Registrar shall provide to the Master Servicer, the Special Servicer and the Depositor notice of each
transfer of a Certificate and shall provide to each such Person with an updated copy of the Certificate Register.


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                    (k)          Each
Person who has or who acquires any Ownership Interest in a Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the provisions of any Intercreditor Agreement affecting such Certificate.


          Section
5.03.          Book-Entry Certificates.



                    (a)          Each
Class of Regular Certificates and the Class A-2PFL Certificates shall initially be issued as one or more Certificates registered in
the name of the Depository or its nominee and, except as provided in Section 5.03(c) below, transfer of such Certificates may not be
registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for
the respective Certificate Owners with Ownership Interests therein.  Such Certificate Owners shall hold and transfer their
respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as
provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive
Certificates”) in respect of such Ownership Interests.  All transfers by Certificate Owners of their respective
Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing each such Certificate Owner.  Each Depository Participant shall only transfer the
Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as
agent in accordance with the Depository’s normal procedures.



                    (b)          The
Trustee, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar may for all purposes, including the
making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate
Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder.  The rights
of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners.  Multiple
requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any
particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners.  The Trustee
may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall
give notice to the Depository of such record date.



                    (c)          If
(i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to
locate a qualified successor, or (ii) the Depositor at its option advises the Trustee and the Certificate Registrar in writing that
it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the
Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and
of the availability of Definitive Certificates to such Certificate Owners requesting the same.  Upon surrender to the
Certificate
Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the
Depository for registration of transfer, the Certificate Registrar shall execute, at the Depositor’s expense, and the
Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such


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Class to the Certificate Owners identified in such instructions.  The Depositor shall
provide the Certificate Registrar with an adequate inventory of Definitive Certificates.  None of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of
Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such
Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive
payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.



                    (d)          Notwithstanding
any other provisions contained herein, neither the Trustee nor the Certificate Registrar shall have any responsibility whatsoever to
monitor or restrict the transfer of ownership interests in any Certificate (including but not limited to any Non-Registered
Certificate, any Subordinated Certificate and any Class Z Certificate) which interests are transferable through the book-entry
facilities of the Depository.


          Section
5.04.          Mutilated, Destroyed, Lost or Stolen Certificates.



                    If (i)
any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Trustee and the Certificate
Registrar such security or indemnity as may be required by them to save each of them harmless, then, in the absence of actual notice
to the Trustee and the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute and the Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same Class and like Percentage Interest.  Upon the
issuance of any new Certificate under this Section, the Trustee and the
Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of the Trustee and the Certificate Registrar) connected
therewith.  Any replacement Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the applicable REMIC created hereunder, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.


          Section
5.05.          Persons Deemed Owners.



                    Prior
to due presentment for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agent of any of them may treat the Person in whose name any Certificate is registered as of the related
Record Date as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 4.01 and may treat
the person whose name each Certificate is registered as of the date of determination as the owner of such Certificate for all other
purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Registrar or
any agent of any of them shall be affected by notice to the contrary.


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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.



                    The
Depositor, the Master Servicer or the Special Servicer may be merged or consolidated with or into any Person (other than the
Trustee), or transfer all or substantially all of its assets (which may be limited to all or substantially all of its assets related
to commercial mortgage loan servicing) to any Person, in which case any Person resulting from any merger or consolidation to which
the Depositor, the Master Servicer or the Special Servicer shall be a party, or any Person succeeding to the business (which may be
limited to the commercial loan servicing business) of the Depositor, the Master Servicer or the Special Servicer, shall be the
successor of the Depositor, the Master Servicer or the Special Servicer, as the case may be, hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however, that no successor or surviving Person shall
succeed to the rights of the Master Servicer or the Special Servicer unless (i) as evidenced in writing by the Rating Agencies, such
succession will not result in qualification, downgrading or withdrawal of the ratings then assigned by the Rating Agencies to any
Class of Certificates and (ii) such successor or surviving Person makes the applicable representations and warranties set forth in
Section 3.23.


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



                    None
of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, shall be
under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not
taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not
protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the
Certificateholders or the Companion


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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, that the Depositor,
the Master Servicer or the Special Servicer may in its discretion undertake any such action which it may deem necessary or desirable
with respect to the enforcement and/or protection of the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder.  In such event, the legal expenses and costs of such action, and any liability resulting
therefrom, shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master Servicer and the Special
Servicer shall be entitled to be reimbursed therefor from the Certificate Account as provided in Section 3.05.  In no event
shall the Master Servicer or the Special Servicer be liable or responsible for any action taken or omitted to be taken
by the other of them or by the Depositor, the Trustee, or any Certificateholder, subject to the provisions of Section
8.05(b).


          Section
6.04.          Resignation of Master Servicer and the Special
Servicer.



                    The
Master Servicer and, subject to Section 6.09, the Special Servicer may resign from the obligations and duties hereby imposed on it,
upon a determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason
of applicable law with any other activities carried on by it (the other activities of the Master Servicer or the Special Servicer, as
the case may be, so causing such a conflict being of a type and nature carried on by the Master Servicer or the Special Servicer, as
the case may be, at the date of this Agreement).  Any such determination requiring the resignation of the Master Servicer or the
Special Servicer, as applicable, shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the
Trustee.  Unless applicable law requires the Master
Servicer’s or Special Servicer’s resignation to be effective immediately, and the Opinion of Counsel delivered pursuant to
the prior sentence so states, no such resignation shall become


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effective until the Trustee or other successor shall have assumed the responsibilities and
obligations of the resigning party in accordance with Section 7.02 hereof.  The Master Servicer and the Special Servicer shall
have the right to resign at any other time provided, that (i) a willing successor thereto has been found by the Master
Servicer or Special Servicer, as applicable, (ii) each of the Rating Agencies confirms in writing that the successor’s
appointment will not result in a withdrawal, qualification or downgrade of any rating or ratings assigned to any Class of
Certificates, (iii) the resigning party pays all costs and expenses in connection with such transfer, and (iv) the successor accepts
appointment prior to the effectiveness of such resignation.  Neither the Master Servicer nor the Special Servicer shall be
permitted to resign except as contemplated above in this Section 6.04.



                    Consistent
with the foregoing, neither the Master Servicer nor the Special Servicer shall, except as expressly provided herein, assign or
transfer any of its rights, benefits or privileges hereunder to any other Person, or, except as provided in Sections 3.22 and 4.06,
delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to
be performed by it hereunder.  If, pursuant to any provision hereof, the duties of the Master Servicer or the Special Servicer
are transferred to a successor thereto, the Master Servicing Fee or the Special Servicing Fee, as the case may be, that accrues
pursuant hereto from and after the date of such transfer shall be payable to such successor.


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



                    The
Master Servicer and the Special Servicer shall each afford the Depositor, the Underwriters and the Trustee, upon reasonable notice,
during normal business hours access to all records maintained thereby in respect of its rights and obligations hereunder and access
to officers thereof responsible for such obligations.  Upon reasonable request, the Master Servicer and the Special Servicer
shall each furnish the Depositor, the Underwriters and the Trustee with its most recent publicly available financial statements and
such other information as it possesses, and which it is not prohibited by applicable law or contract from disclosing, regarding its
business, affairs, property and condition, financial or otherwise, except to the extent such information constitutes proprietary
information or is subject to a privilege under applicable
law.  The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer and the Special Servicer
hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer
or Special Servicer hereunder or exercise the rights of the Master Servicer and the Special Servicer hereunder; provided,
however, that neither the Master Servicer nor the Special Servicer shall be relieved of any of its obligations hereunder by
virtue of such performance by the Depositor or its designee and, provided, further, that the Depositor may not exercise any
right pursuant to Section 7.01 to terminate the Master Servicer or the Special Servicer as a party to this Agreement.  The
Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer or the Special
Servicer and is not obligated to supervise the performance of the Master Servicer or the Special Servicer under this
Agreement or otherwise.


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



                    The
Depositor, the Master Servicer and the Special Servicer shall each furnish such reports, certifications and information as are
reasonably requested by the Trustee or the Paying Agent in order to enable it to perform its duties hereunder.


          Section
6.07.          Depositor, Special Servicer, Trustee and the Paying Agent to
Cooperate with Master Servicer.



                    The
Depositor, the Special Servicer and the Trustee shall each furnish such reports, certifications and information as are reasonably
requested by the Master Servicer in order to enable it to perform its duties hereunder.


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



                    The
Depositor, the Master Servicer and the Trustee shall each furnish such reports, certifications and information as are reasonably
requested by the Special Servicer in order to enable it to perform its duties hereunder.


          Section
6.09.          Designation of Special Servicer by the Controlling Class and
Controlling Holders.



                   The Holder
or Holders of the Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may at any time and from
time to time designate a Person meeting the requirements set forth in Section 6.04 (including, without limitation, Rating Agency
confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer or any Special Servicer that has
resigned or otherwise ceased to serve as Special Servicer; provided, that such Holder or Holders shall pay all costs related
to the transfer of servicing if the Special Servicer is replaced other than due to an Event of Default.  Such Holder or Holders
may also select a Controlling Class Representative that may advise and direct the Special Servicer and whose approval is required for
certain actions, as described herein.  Such Holder
or Holders shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Master Servicer
and the existing Special Servicer of a written notice stating such designation.  The Trustee shall, promptly after receiving any
such notice, deliver to the Rating Agencies an executed Notice and Acknowledgment in the form attached hereto as Exhibit J-1. 
If such Holders have not replaced the Special Servicer within 30 days of such Special Servicer’s resignation or the date such
Special Servicer has ceased to serve in such capacity, the Trustee shall designate a successor Special Servicer meeting the
requirements set forth in Section 6.04.  Any designated Person shall become the Special Servicer, subject to satisfaction of the
other conditions set forth below, on the date that the Trustee shall have received written confirmation from all of the Rating
Agencies that the appointment of such Person will not result in the qualification, downgrading or
withdrawal of the rating or ratings assigned to one or more Classes of the Certificates.  The appointment of such designated
Person as Special Servicer shall also be subject to receipt by the Trustee of (1) an Acknowledgment of Proposed Special Servicer in
the form attached hereto as Exhibit J-2, executed by the designated Person, and (2) an Opinion of Counsel (at the expense of the
Person designated to become the Special Servicer) to the effect that the designation of such Person to serve as Special Servicer is
in compliance with this Section 6.09 and all other applicable provisions of this Agreement, that


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upon the execution and delivery of the Acknowledgment of Proposed Special Servicer the
designated Person shall be bound by the terms of this Agreement and that this Agreement shall be enforceable against the designated
Person in accordance with its terms.  Any existing Special Servicer shall be deemed to have resigned simultaneously with such
designated Person’s becoming the Special Servicer hereunder; provided, however, that the resigning Special Servicer shall
continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the effective date of such
resignation (including Workout Fees earned on Specially Serviced Mortgage Loans which became Corrected Mortgage Loans prior to its
resignation), and it shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such resignation.  Such
resigning Special Servicer shall cooperate with the Trustee and the replacement Special Servicer
in effecting the termination of the resigning Special Servicer’s responsibilities and rights hereunder, including, without
limitation, the transfer within two Business Days to the replacement Special Servicer for administration by it of all cash amounts
that shall at the time be or should have been credited by the Special Servicer to the Certificate Account or the REO Account or
delivered to the Master Servicer or that are thereafter received with respect to Specially Serviced Mortgage Loans and REO
Properties.



                    Notwithstanding
the foregoing, in accordance with the terms of the related Intercreditor Agreement, the Companion Holder related to the Metropolitan
Square Loan, the San Felipe Plaza Loan and the 2500 City West Loan shall have the right to appoint, approve and/or remove the Special
Servicer with respect to the related Mortgage Loan, and the Controlling Class shall not have the right to replace the Special
Servicer with respect to such Mortgage Loans as described above.  With respect to the NGP Rubicon GSA Pool Loan, the Controlling
Class Representative has the right to consent to the replacement of the Special Servicer (without cause) and to direct the
replacement of the Special Servicer (with cause) with respect to the NGP Rubicon GSA Pool Whole Loan in accordance with the terms of
the related Intercreditor Agreement.  In addition, the
Controlling Class Representative will have the right to consent to any replacement of the special servicer with respect to the 1000
& 1100 Wilson Whole Loan in accordance with the terms of the related Intercreditor Agreement.


          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


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Class of Certificates beneficially owned by the Master Servicer or the Special Servicer or an
Affiliate of the Master Servicer or the Special Servicer, and (c) describes in reasonable detail the action that the Master Servicer
or the Special Servicer proposes to take.  The Trustee, upon receipt of such notice, shall forward it to the Certificateholders
(other than the Master Servicer and its Affiliates or the Special Servicer and its Affiliates, as appropriate), together with such
instructions for response as the Trustee shall reasonably determine.  If at any time Certificateholders holding greater than 50%
of the Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned by the Master
Servicer or its Affiliates or the Special Servicer or its Affiliates) shall have failed to object in writing to the proposal
described in the written notice, and if the Master Servicer or the Special Servicer shall act as
proposed in the written notice within thirty (30) days, such action shall be deemed to comply with, but not modify, the Servicing
Standard.  The Trustee shall be entitled to reimbursement from the Master Servicer or the Special Servicer, as applicable, for
the reasonable expenses of the Trustee incurred pursuant to this paragraph.  It is not the intent of the foregoing provision
that the Master Servicer or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine
servicing matters arising hereunder, but rather in the case of unusual circumstances.


          Section
6.11.          The Controlling Class Representative.



                    (a)          Subject
to Section 6.11(c), the Controlling Class Representative will be entitled to advise the Special Servicer with respect to the
following actions of the Special Servicer, and notwithstanding anything herein to the contrary except as necessary or advisable to
avoid an Adverse REMIC Event or the violation of the Servicing Standard and except as set forth in, and in any event subject to, the
second paragraph of this Section 6.11(a), the Special Servicer will not be permitted to take any of the following actions as to which
the Controlling Class Representative has objected in writing within ten Business Days of being notified thereof, which notification
with respect to the action described in clause (vi) below shall be copied by the Special Servicer to the Master Servicer
(provided, that, if such written objection has not been received by the Special Servicer within such ten Business Day period,
then the Controlling Class Representative’s approval will be deemed to have been given):

	
  
 
  	
  

          (i)          any
foreclosure upon or comparable conversion (which may include acquisitions of   an REO Property) of the ownership of properties
securing such of the   Specially Serviced Mortgage Loans as come into and continue in default;
  
	
  
 
  	
  
 
  
	
   
  	
  

          (ii)         any
modification of a Money Term of a Mortgage Loan (other than a modification   consisting of the extension of the maturity date of a
Mortgage Loan for one   year or less);
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (iii)        any
proposed sale of an REO Property (other than in connection with the   termination of the Trust Fund or pursuant to Section
3.18);
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (iv)         any
determination to bring an REO Property into compliance with applicable   environmental laws or to otherwise address Hazardous
Materials located at an   REO Property;
  




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          (v)          any
acceptance of substitute or additional collateral for a Mortgage Loan unless   required by the underlying loan documents;


	
   
  	
  
 
  
	
  
 
  	
  

          (vi)         any
waiver of a “due-on-sale” clause or “due-on-encumbrance” clause; and
  
	
  
 
  	
  
 
  
	
  
 
  	
  

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





                    In
addition, the Controlling Class Representative may direct the Special Servicer to take, or to refrain from taking, such other actions
as the Controlling Class Representative may deem advisable or as to which provision is otherwise made in this Agreement;
provided, that, notwithstanding anything herein to the contrary no such direction, and no objection contemplated by the
preceding paragraph from the Controlling Class Representative or a Companion Holder, may require or cause the Special Servicer to
violate any applicable law, any provision of this Agreement or the REMIC Provisions (and the Special Servicer shall disregard any
such direction or objection), including without limitation the Special Servicer’s obligation to act in accordance with the
Servicing Standard, or expose the Master Servicer, the Special Servicer, the Trust
Fund, the Paying Agent or the Trustee or their respective Affiliates, officers, directors, employees or agents to any claim, suit or
liability, or materially expand the scope of the Special Servicer or the Special Servicer’s responsibilities hereunder or cause
the Special Servicer to act, or fail to act, in a manner which in the reasonable judgment of the Special Servicer is not in the best
interests of the Certificateholders and, if applicable, the Companion Holders, as a collective whole.  For the avoidance of
doubt, the Master Servicer and/or the Special Servicer will disregard any direction or objection of any party (including without
limitation of the Controlling Class Representative or a Companion Holder) if such direction and or objection causes the Master
Servicer or the Special Servicer to violate the Servicing Standard, any applicable law, any provision of this Agreement or the REMIC
Provisions or expose the Master Servicer, the Special Servicer, the Trust Fund, the Paying Agent or
the Trustee or their respective Affiliates, officers, directors employees or agents to any claim suit or liability, or materially
expand the scope of the Master Servicer’s or Special Servicer’s responsibility hereunder or cause the Master Servicer or
the Special Servicer to act, or fail to act, in a manner which in the reasonable judgment of the Master Servicer or the Special
Servicer is not in the best interest of the Certificateholders, or the holders of the Companion Loan and consistent with the
Servicing Standard.



                    (b)          The
Controlling Class Representative, the Controlling Class or any holder of a Companion Loan will have no liability to the
Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement or
for errors in judgment; provided, however, that the Controlling Class Representative, the Controlling Class or any holder of a
Companion Loan will not be protected against any liability to a Controlling Class Certificateholder which would otherwise be imposed
by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of
obligations or duties.  By its acceptance of a Certificate, each Certificateholder confirms its understanding that the
Controlling Class,
the Controlling Class Representatives or any holder of a Companion Loan may take actions that favor the interests of one or more
Classes of the Certificates over other Classes of the Certificates, and that the Controlling Class, the Controlling Class
Representative and/or any holder of a Companion Loan may have special relationships and interests that conflict


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with those of Holders of some Classes of the Certificates, that the Controlling Class, the
Controlling Class Representatives and/or any holder of a Companion Loan may act solely in the interests of the Holders of the
Controlling Class, any holder of a Companion Loan, as the case may be, and/or that the Controlling Class Representatives do not have
any duties or liability to the Holders of any Class of Certificates other than the Controlling Class or any holder of a Companion
Loan and shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the
Controlling Class Representatives or any holder of a Companion Loan or any director, officer, employee, agent or principal thereof
for having so acted.



                    (c)          Notwithstanding
anything in this Section 6.11 or anything contained in this Agreement, the Controlling Class Representative shall, with respect to
the NGP Rubicon GSA Pool Loan and the 1000 & 1100 Wilson Loan, share all of the rights and responsibilities of the 2005-C20
Controlling Class Representative, as set forth in the NGP Rubicon GSA Pool Intercreditor Agreement and the 1000 & 1100 Wilson
Intercreditor Agreement, respectively.  In addition, with respect to the 1000 & 1100 Wilson Loan, the Controlling Class
Representative has the right to consent to the replacement of the Special Servicer with respect to the 1000 & 1100 Wilson Whole
Loan in accordance with the terms of the 1000 & 1100 Wilson Intercreditor Agreement.  With respect to the NGP Rubicon
GSA Pool Loan, the Controlling Class Representative has the right to consent to the replacement of the Special Servicer (without
cause) and to direct the replacement of the Special Servicer (with cause) with respect to the NGP Rubicon GSA Pool Loan Whole Loan in
accordance with the terms of the NGP Rubicon GSA Pool Intercreditor Agreement.



                                  Notwithstanding
anything to the contrary in this Section 6.11 or anything contained in this Agreement, with respect to the Bryan Towers Loan Pair,
where the holder of the related Companion Loan is acting as the Co-Lender as defined under the related Intercreditor Agreement, the
related Co-Lender shall be entitled to exercise the rights set forth in Section 4 of the related Intercreditor Agreement, subject to
any conditions, restrictions or other provisions described in or incorporated by reference into such sections, and the Master
Servicer or Special Servicer, as applicable, will comply with the provisions therein contained in connection with taking or
refraining from taking the actions described therein.



                                  Notwithstanding
anything to the contrary in this Section 6.11 or anything contained in this Agreement, with respect to the Metropolitan Square Loan
Pair, where the holder of the related Companion Loan is acting as the Controlling Holder as defined under the related Intercreditor
Agreement, the holder of the related Companion Loan  shall be entitled to exercise the rights set forth in Section 3 of the
related Intercreditor Agreement, so long it is not then a Metropolitan Square Control Appraisal Period and subject to any other
conditions, restrictions or other provisions described in or incorporated by reference into such sections, and the Master Servicer or
Special Servicer, as applicable, will comply with the provisions therein contained in connection with
taking or refraining from taking the actions described therein.



                                  Notwithstanding
anything to the contrary in this Section 6.11 or anything contained in this Agreement, with respect to the San Felipe Plaza Loan Pair
or the 2500 City West Loan Pair, where the holder of the related Companion Loan is acting as the “Controlling Holder” as
defined under the related Intercreditor Agreement, the holder of the related


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Companion Loan  shall be entitled to exercise the rights set forth in Section 20 of the
related Intercreditor Agreement, so long as San Felipe Plaza Control Appraisal Event or a 2500 City West Control Appraisal Event has
not occurred and subject to any conditions, restrictions or other provisions described in or incorporated by reference into such
sections, and the Master Servicer or Special Servicer, as applicable, will comply with the provisions therein contained in connection
with taking or refraining from taking the actions described therein.



                                  Notwithstanding
anything to the contrary in this Section 6.11 or anything contained in this Agreement, with respect to the FBI Office Building Loan,
the Abbott Laboratories Loan and the Lowe’s - Windham, ME Loan, where the holder of the related Companion Loan is acting as the
“Note B Holder” as defined under the related Intercreditor Agreement, the related Note B Holder shall be entitled to
exercise the rights set forth in Section 3 of the related Intercreditor Agreement, so long as a FBI Office Building Control Appraisal
Event, an Abbott Laboratories Control Appraisal Event or a Lowe’s - Windham, ME Control Appraisal Event, respectively has not
occurred and subject to any conditions, restrictions or other provisions described in or
incorporated by reference into such sections and the Master Servicer or Special Servicer, as applicable, will comply with the
provisions therein contained in connection with taking or refraining from taking the actions described therein.



                                  Notwithstanding
anything to the contrary in this Section 6.11 or anything contained in this Agreement, with respect to the Mezz Cap Intercreditor
Agreement, the Master Servicer and Special Servicer shall comply with Section 16 of the Mezz Cap Intercreditor Agreement



                    (c)          Notwithstanding
anything in this Section 6.11, nothing herein is intended to limit the right of the Controlling Class Representative to consult on a
non-binding basis with the Special Servicer with respect to any Mortgage Loan.


ARTICLE VII.


DEFAULT


          Section
7.01.    Events of Default.



                    (a)          “Event
of Default,” wherever used herein, means any one of the following events:

	
  
 
  	
  

             (i)        any
failure by the Master Servicer to deposit into the Certificate Account, which   failure, in the case of deposits and remittance to
the Certificate Account,   continues unremedied one Business Day after the date upon which such deposit   was required to have been
made hereunder, or to deposit into, or remit to the   Paying Agent for deposit into, the Distribution Account, or 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 or the Floating Rate   Account, continues unremedied
until 10:00 a.m., New York City time on the   related Distribution Date provided,   however, that to the extent the Master
Servicer does not timely   make such remittances, the
Master Servicer shall pay the Trustee for the   account of the Trustee interest on any amount not timely remitted at the   Prime Rate
from and including the applicable required remittance date to but   not including the date such remittance is actually made;
or
  



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          (ii)          any
failure by the Special Servicer to timely deposit into the REO Account or to   timely deposit into, or to timely remit to the Master
Servicer for deposit   into, the Certificate Account, any amount required to be so deposited or   remitted under this Agreement;
or
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (iii)         any
failure by the Master Servicer to timely make any Servicing Advance required   to be made by it hereunder, which Servicing Advance
remains unmade for a period   of five Business Days following the date on which notice shall have been   given to the Master
Servicer, as the case may be, by the Trustee as provided   in Section 3.03(c); or
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (iv)         any
failure on the part of the Master Servicer or the Special Servicer duly to   observe or perform in any material respect any other of
the covenants or   agreements on the part of the Master Servicer or the Special Servicer, as the   case may be, contained in this
Agreement which continues unremedied for a period   of 30 days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Master Servicer or the   Special Servicer, as the case may be, by any other
party hereto or the Master   Servicer or the Special Servicer, as the case may be (with a copy to each   other party hereto), by the
Holders of Certificates entitled to at least 25%   of the Voting Rights; provided, however,   that with respect to any such
failure which is not curable within such 30-day   period, the
Master Servicer or the Special Servicer, as the case may be,   shall have an additional cure period of thirty (30) days to effect
such cure   so long as the Master Servicer or the Special Servicer, as the case may be,   has commenced to cure such failure within
the initial 30-day period and has   provided the Trustee with an Officer’s Certificate certifying that it has   diligently
pursued, and is continuing to pursue, a full cure; or
  
	
   
  	
  
 
  
	
  
 
  	
  

          (v)          any
breach on the part of the Master Servicer or the Special Servicer of any   representation or warranty contained in this Agreement
that materially and   adversely affects the interests of any Class of Certificateholders and which   continues unremedied for a
period of 30 days after the date on which notice of   such breach, requiring the same to be remedied, shall have been given to the
Master Servicer or the Special Servicer, as the case may be, by any other   party hereto or the Master Servicer or the Special
Servicer, as the case may   be (with a copy to each other party hereto), by the Holders of Certificates   entitled to at least 25% of
the Voting Rights, provided, however, that with respect to any failure which   is not curable within such 30-day period, the
Master Servicer or the Special   Servicer, as the case may be,
shall have an additional cure period of thirty   (30) days so long as the Master Servicer or the Special Servicer, as the case   may
be, has commenced to cure within the initial 30-day period and provided   the Trustee with an Officer’s Certificate certifying
that it has diligently   pursued, and is continuing to pursue, a full cure; or
  




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          (vi)         a
decree or order of a court or agency or supervisory authority having   jurisdiction in the premises in an involuntary case under any
present or   future federal or state bankruptcy, insolvency or similar law for the   appointment of a conservator, receiver,
liquidator, trustee or similar   official in any bankruptcy, insolvency, readjustment of debt, marshaling of   assets and liabilities
or similar proceedings, or for the winding-up or   liquidation of its affairs, shall have been entered against the Master   Servicer
or the Special Servicer and such decree or order shall have remained   in force undischarged or unstayed for a period of sixty (60)
days; or
  
	
   
  	
  
 
  
	
  
 
  	
  

          (vii)        the   Master
Servicer or the Special Servicer shall consent to the appointment of a   conservator, receiver, liquidator, trustee or similar
official in any   bankruptcy, insolvency, readjustment of debt, marshaling of assets and   liabilities or similar proceedings of or
relating to it or of or relating to   all or substantially all of its property; or
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (viii)       the   Master
Servicer or the Special Servicer shall admit in writing its inability   to pay its debts generally as they become due, file a
petition to take   advantage of any applicable bankruptcy, insolvency or reorganization statute,   make an assignment for the benefit
of its creditors, voluntarily suspend   payment of its obligations, or take any corporate action in furtherance of   the foregoing;
or
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (ix)         the
consolidated net worth of the Master Servicer and of its direct or indirect   parent, determined in accordance with generally
accepted accounting   principles, shall decline to less than $15,000,000; or
  
	
   
  	
  
 
  
	
  
 
  	
  

          (x)          the
Master Servicer or the Special Servicer receives actual knowledge that   Moody’s has (i) qualified, downgraded or withdrawn its
rating or ratings of   one or more Classes of Certificates, or (ii) placed one or more Classes of   Certificates on “watch
status” in contemplation of rating downgrade or   withdrawal (and such “watch status” placement shall not have been
withdrawn   by Moody’s within 60 days of the date that the Master Servicer or the Special   Servicer obtained such actual
knowledge) and, in the case of either of   clauses (i) or (ii), citing servicing concerns with the Master Servicer or   the Special
Servicer, as applicable, as the sole or material factor in such   rating action; or
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (xi)         The
Master Servicer or the Special Servicer, as the case may be, is no longer   rated ‘CMS3’ or ‘CSS3’ by Fitch,
respectively, and such rating downgrade   continues for a period of 30 days; 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
  



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          (xiii)       the   Master
Servicer shall fail to remit to the Paying Agent for deposit into the   Distribution Account, on any P&I Advance Date, the full
amount of P&I   Advances required to be made on such date, which failure continues unremedied   until 10:00 a.m. New York City
time on the next Business Day succeeding such   P&I Advance Date; provided, however,   that to the extent the Master
Servicer does not timely make such remittances,   the Master Servicer shall pay the Trustee for the account of the Trustee   interest
on any amount not timely remitted at the Prime Rate from and   including the applicable required remittance date to but not including
the   date such remittance is actually made.
  





                     (b)          If
any Event of Default shall occur with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this
Section 7.01(b), the “Defaulting Party”) and shall be continuing, then, and in each and every such case, so long as
such Event of Default shall not have been remedied, the Trustee may, and at the written direction of the Holders of Certificates
entitled to at least 25% of the Voting Rights, the Trustee shall, by notice in writing to the Defaulting Party (with a copy of such
notice to each other party hereto and the Rating Agencies), terminate all of the rights and obligations (but not the liabilities for
actions and omissions occurring prior thereto) of the Defaulting Party under this Agreement and in and to the Trust Fund, other
than its rights as a Certificateholder hereunder.  From and after the receipt by the Defaulting Party of such written notice of
termination, all authority and power of the Defaulting Party under this Agreement, whether with respect to the Certificates (other
than as a holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and
under this Section, and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of and
at the expense of the Defaulting Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or
accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise.  The Master
Servicer and the Special Servicer each agree that, if it is terminated pursuant to this Section
7.01(b), it shall promptly (and in any event no later than ten Business Days subsequent to its receipt of the notice of termination)
provide the Trustee with all documents and records, including those in electronic form, requested thereby to enable the Trustee or a
successor Master Servicer or Special Servicer to assume the Master Servicer’s or Special Servicer’s, as the case may be,
functions hereunder, and shall cooperate with the Trustee in effecting the termination of the Master Servicer’s or Special
Servicer’s, as the case may be, responsibilities and rights hereunder, including, without limitation, (i) the immediate transfer
to the Trustee or a successor Master or Special Servicer for administration by it of all cash amounts that shall at the time be or
should have been credited by the Master Servicer to the Certificate Account, the Distribution Account, a Servicing Account or a
Reserve Account (if the Master Servicer is the Defaulting Party) or that are thereafter received
by or on behalf of it with respect to any Mortgage Loan or (ii) the transfer within two Business Days to the Trustee or a successor
Special Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Special
Servicer to the REO Account, the Certificate Account, a Servicing Account or a Reserve Account or delivered to the Master Servicer
(if the Special Servicer is the Defaulting Party) or that are thereafter received by or on behalf of it with respect to any Mortgage
Loan or REO Property (provided, however, that the Master Servicer and the Special Servicer each shall, if terminated pursuant
to this Section 7.01(b), continue to be entitled to receive all amounts accrued or owing to it under this


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Agreement on or prior to the date of such termination, whether in respect of Advances or
otherwise, and it shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such termination).  Any cost
or expenses in connection with any actions to be taken by the Master Servicer, the Special Servicer or the Trustee pursuant to this
paragraph shall be borne by the Defaulting Party and if not paid by the Defaulting Party within 90 days after the presentation of
reasonable documentation of such costs and expenses, such expense shall be reimbursed by the Trust Fund; provided, however,
that the Defaulting Party shall not thereby be relieved of its liability for such expenses.  If and to the extent that the
Defaulting Party has not reimbursed such costs and expenses, the Trustee shall have an affirmative obligation to take all reasonable
actions to collect such expenses on behalf of and at the expense of the Trust Fund.  For
purposes of this Section 7.01 and of Section 7.03(b), the Trustee shall not be deemed to have knowledge of an event which
constitutes, or which with the passage of time or notice, or both, would constitute an Event of Default described in clauses
(i)-(viii) of subsection (a) above unless a Responsible Officer of the Trustee has actual knowledge thereof or unless notice of any
event which is in fact such an Event of Default is received by the Trustee and such notice references the Certificates, the Trust
Fund or this Agreement.



                    (c)          If
the Master Servicer receives a notice of termination under Section 7.01(b) solely due to an Event of Default under Section
7.01(a)(x), (xi), (xii) or (xiii) and if the terminated Master Servicer provides the Trustee with the appropriate “request for
proposal” materials within the five Business Days after receipt of such termination notice, the Master Servicer shall continue
to serve as Master Servicer hereunder until a successor Master Servicer is selected in accordance with this Section 7.01(c);
provided, the Trustee has requested the Master Servicer to continue to serve as the Master Servicer during such period. 
Upon receipt of the “request for proposal” materials, the Trustee shall promptly thereafter (using such “request for
proposal”
materials provided by the terminated Master Servicer) solicit good faith bids for the rights to master service the Mortgage Loans
under this Agreement from at least three (3) Persons qualified to act as Master Servicer hereunder in accordance with Sections 6.02
and 7.02 (any such Person so qualified, a “Qualified Bidder”) or, if three (3) Qualified Bidders cannot be located,
then from as many Persons as the Trustee can determine are Qualified Bidders; provided, that, at the Trustee’s request,
the Master Servicer to be terminated pursuant to Section 7.01(b) shall supply the Trustee with the names of Persons from whom to
solicit such bids; and provided, further, that the Trustee shall not be responsible if less than three (3) or no Qualified
Bidders submit bids for the right to master service the Mortgage Loans under this Agreement.  The bid proposal shall require any
Successful Bidder (as defined below), as a condition of such bid, to enter into this Agreement
as successor Master Servicer, and to agree to be bound by the terms hereof, within 45 days after the notice of termination to the
Master Servicer.  The materials provided to the Trustee shall provide for soliciting bids (i) on the basis of such successor
Master Servicer retaining all Sub-Servicers to continue the primary servicing of the Mortgage Loans pursuant to the terms of the
respective Sub-Servicing Agreements and to enter into a Sub-Servicing Agreement with the terminated Master Servicer to service each
of the Mortgage Loans not subject to a Sub-Servicing Agreement at a servicing fee rate per annum equal to the Master Servicing Fee
Rate minus 2.0 basis points per Mortgage Loan serviced (each, a “Servicing-Retained Bid”) and (ii) on the basis of
terminating each Sub-Servicing Agreement and Sub-Servicer that it is permitted to terminate in accordance with Section 3.22 (each, a
“Servicing-Released Bid”).  The Trustee shall select the Qualified Bidder
with the highest cash Servicing-Retained Bid (or, if none, the highest cash Servicing Released Bid) (the “Successful
Bidder”) to


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act as successor Master Servicer hereunder.  The Trustee shall direct the Successful
Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof (and, if the successful bid was a
Servicing-Retained Bid, to enter into a Sub-Servicing Agreement with the terminated Master Servicer as contemplated above), no later
than 45 days after termination of the Master Servicer.



                    Upon
the assignment and acceptance of the master servicing rights hereunder to and by the Successful Bidder, the Trustee shall remit or
cause to be remitted (i) if the successful bid was a Servicing-Retained Bid, to the Master Servicer to be terminated pursuant to
Section 7.01(b) the amount of such cash bid received from the Successful Bidder (net of “out-of-pocket” expenses incurred
in connection with obtaining such bid and transferring servicing) and (ii) if the successful bid was a Servicing-Released Bid, to the
Master Servicer and each terminated Sub-Servicer its respective Bid Allocation.  In connection with such remittance, the Trustee
is entitled to be reimbursed by the Master Servicer for the Trustee’s “out-of-pocket” expenses incurred in connection
with obtaining such bid and transferring servicing as
contemplated by clause (i) of this paragraph and by the definition of “Bid Allocation”.



                    If the
Successful Bidder has not entered into this Agreement as successor Master Servicer within such 45-day period or no Successful Bidder
was identified within such 45-day period, the Master Servicer to be terminated pursuant to Section 7.01(b) shall reimburse the
Trustee for all reasonable “out-of-pocket” expenses incurred by the Trustee in connection with such bid process and the
Trustee shall have no further obligations under this Section 7.01(c).  The Trustee thereafter may act or may select a successor
to act as Master Servicer hereunder in accordance with Section 7.02.


          Section
7.02.          Trustee to Act; Appointment of Successor.



                    On and
after the time the Master Servicer or the Special Servicer resigns pursuant to Section 6.04 or receives a notice of termination
pursuant to Section 7.01, the Trustee shall, unless a successor is appointed pursuant to Section 6.04, be the successor in all
respects to the Master Servicer or the Special Servicer, as the case may be, in its capacity as such under this Agreement and the
transactions set forth or provided for herein and shall have all (and the former Master Servicer or the Special Servicer, as the case
may be, shall cease to have any) of the responsibilities, duties and liabilities (except as provided in the next sentence) of the
Master Servicer or the Special Servicer, as the case may be, arising thereafter, including, without limitation, if the Master
Servicer is the resigning or terminated party, the Master Servicer’s
obligation to make P&I Advances, the unmade P&I Advances that gave rise to such Event of Default; provided, that, if
the Master Servicer is the resigning or terminated party, and if after the Closing Date the Trustee is prohibited by law or
regulation from obligating itself to make P&I Advances (as evidenced by an Opinion of Counsel delivered to the Depositor and the
Rating Agencies) the Trustee shall not be obligated to make such P&I Advances and provided, further, that any failure to
perform such duties or responsibilities caused by the Master Servicer’s or the Special Servicer’s, as the case may be,
failure to provide information or monies required by Section 7.01 shall not be considered a default by the Trustee hereunder. 
Notwithstanding anything contrary in this Agreement, the Trustee shall in no event be held responsible or liable with respect to any
of the acts, omissions, representations and warranties of the resigning or terminated party (other
than the Trustee) or for any losses incurred by such resigning or


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terminated party pursuant to Section 3.06 hereunder nor shall the Trustee be required to
purchase any Mortgage Loan hereunder.  As compensation therefor, the Trustee shall be entitled to all fees and other
compensation which the resigning or terminated party would have been entitled to if the resigning or terminated party had continued
to act hereunder (other than fees already earned, including, without limitation, Workout Fees).  Notwithstanding the above and
subject to its obligations under Section 3.22(d) and 7.01(b), the Trustee may, if it shall be unwilling in its sole discretion to so
act as either Master Servicer or Special Servicer, as the case may be, or shall, if it is unable to so act as either Master Servicer
or Special Servicer, as the case may be, or shall, if the Trustee is not approved as a master servicer or a special servicer, as the
case may be, by any of the Rating Agencies or if the Holders of Certificates entitled to at least 51%
of the Voting Rights so request in writing to the Trustee, promptly appoint, subject to the approval of each of the Rating Agencies
(as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause the
qualification, downgrading or withdrawal of the then current rating on any Class of Certificates) or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution that meets the requirements of Section 6.02 (including,
without limitation, rating agency confirmation); provided, however, that in the case of a resigning or terminated Special
Servicer, such appointment shall be subject to the rights of the Holders of Certificates evidencing a majority of the Voting Rights
allocated to the Controlling Class to designate a successor pursuant to Section 6.09.  Except with respect to an appointment
provided below, no appointment of a successor to the Master Servicer or the Special Servicer hereunder
shall be effective until the assumption of the successor to such party of all its responsibilities, duties and liabilities under this
Agreement.  Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, the Trustee shall act
in such capacity as hereinabove provided.  Notwithstanding the above, the Trustee shall, if the Master Servicer is the resigning
or terminated party and the Trustee is prohibited by law or regulation from making P&I Advances, promptly appoint any established
mortgage loan servicing institution that has a net worth of not less than $15,000,000 and is otherwise acceptable to each Rating
Agency (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause the
qualification, downgrading or withdrawal of the then current rating on any Class of Certificates), as the successor to the Master
Servicer hereunder in the assumption of all or any part of the responsibilities, duties or
liabilities of the Master Servicer hereunder (including, without limitation, the obligation to make P&I Advances), which
appointment will become effective immediately.  In connection with any such appointment and assumption described herein, the
Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the resigning or
terminated party hereunder.  Such successor and the other parties hereto shall take such action, consistent with this Agreement,
as shall be necessary to effectuate any such succession.


          Section
7.03.          Notification to Certificateholders 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.


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                    (b)          Not
later than the later of (i) 60 days after the occurrence of any event which constitutes or, with notice or lapse of time or both,
would constitute an Event of Default and (ii) five days after a Responsible Officer of the Trustee has notice of the occurrence of
such an event, the Trustee shall transmit by mail to the Depositor, 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, that an Event of Default under clause (i), (ii), (x), (xii) or
(xiii) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes.  Upon any such waiver of
an Event of Default, such Event of Default shall cease to exist and shall 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


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occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Agreement, and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.  Any permissive right of the Trustee contained in this Agreement shall not be
construed as a duty.



                    (b)          The
Trustee upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments
furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement (other than the
Mortgage Files, the review of which is specifically governed by the terms of Article II), shall examine them to determine whether
they conform to the requirements of this Agreement to the extent specifically set forth herein.  If any such instrument is found
not to conform to the requirements of this Agreement in a material manner, the Trustee shall take such action as it deems appropriate
to have the instrument corrected.  The Trustee shall not be responsible for the accuracy or content of any resolution,
certificate,
statement, opinion, report, document, order or other instrument furnished by the Depositor or the Master Servicer or the Special
Servicer, and accepted by the Trustee in good faith, pursuant to this Agreement.



                    (c)          No
provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
failure to act or its own misconduct; provided, however, that:

	
   
  	
  

          (i)          Prior
to the occurrence of an Event of Default, and after the curing of all such   Events of Default which may have occurred, the duties
and obligations of the   Trustee shall be determined solely by the express provisions of this Agreement,   the Trustee shall not be
liable except for the performance of such duties and   obligations as are specifically set forth in this Agreement, no implied
covenants or obligations shall be read into this Agreement against the   Trustee and, in the absence of bad faith on the part of the
Trustee, the   Trustee may conclusively rely, as to the truth of the statements and the   correctness of the opinions expressed
therein, upon any certificates or   opinions furnished to the Trustee and conforming to the requirements of this
Agreement;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (ii)          The
Trustee shall not be personally liable for an error of judgment made in good   faith by a Responsible Officer or Responsible Officers
of the Trustee unless   it shall be proved that the Trustee was negligent in ascertaining the   pertinent facts if it was required to
do so;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (iii)          The
Trustee shall not be personally liable with respect to any action taken,   suffered or omitted to be taken by it in good faith in
accordance with the   direction of Holders of Certificates entitled to at least 25% of the Voting   Rights relating to the time,
method and place of conducting any proceeding   for any remedy available to the Trustee or exercising any trust or power   conferred
upon the Trustee under this Agreement; and
  
	
   
  	
  
 
  
	
  
 
  	
  

          (iv)          The
protections, immunities and indemnities afforded to the Trustee hereunder   shall also be available to the Paying Agent,
Authenticating Agent,   Certificate Registrar, REMIC Administrator and Custodian.
  




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          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-2PFL 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, that nothing contained herein
shall, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been cured, to exercise such
of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent
man would exercise or use under the circumstances in the conduct of his own affairs;



                    (d)          the
Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to
be authorized or within the discretion or rights or powers conferred upon it by this Agreement;



                    (e)          prior
to the occurrence of an Event of Default hereunder and after the curing of all Events of Default which may have occurred, the Trustee
shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by
Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this
Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such
action;


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                    (f)          the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or
attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys
within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder;



                    (g)          the
Trustee shall not be responsible for any act or omission of the Master Servicer or the Special Servicer (unless the Trustee is acting
as Master Servicer or the Special Servicer) or the Depositor; and



                    (h)          neither
the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with
any restriction on transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any
Certificate or any interest therein, other than to require delivery of the certification(s) and/or Opinions of Counsel described in
said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and
to examine the same to determine substantial compliance with the express requirements of this Agreement.  The Trustee and
Certificate Registrar shall have no liability for transfers, including transfers made through the book entry facilities of the
Depository or between or among Depository Participants or beneficial owners of the Certificates, made in violation of applicable
restrictions except for its failure to perform its express duties in connection with changes in registration of record ownership in
the Certificate Register.


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



                    The
recitals contained herein and in the Certificates, other than the statements attributed to the Trustee in Article II, Section 8.15
and Section 8.16 and the signature of the Certificate Registrar and the Authenticating Agent set forth on each outstanding
Certificate, shall be taken as the statements of the Depositor, the Master Servicer or the Special Servicer, as the case may be, and
the Trustee does not assume any responsibility for their correctness.  Except as set forth in Section 8.15 and Section 8.16, the
Trustee makes no representations as to the validity or sufficiency of this Agreement or of any Certificate (other than as to the
signature of the Trustee set forth thereon) or of any Mortgage Loan or related document.  The Trustee shall not be accountable
for the use or application by the Depositor of any of the Certificates
issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor in respect of
the assignment of the Mortgage Loans to the Trust Fund, or any funds deposited in or withdrawn from the Certificate Account or any
other account by or on behalf of the Depositor, the Master Servicer or the Special Servicer unless the Trustee is acting as Paying
Agent.  The Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer, and accepted by
the Trustee in good faith, pursuant to this Agreement.


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          Section
8.04.          Trustee May Own Certificates.



                    The
Trustee or any agent of the Trustee in its individual or any other capacity, may become the owner or pledgee of Certificates with the
same rights (except as otherwise provided in the definition of “Certificateholder”) as it would have if it were not
the Trustee or such agent.


          Section
8.05.          Fees and Expenses of Trustee; Indemnification of
Trustee.



                    (a)          On
each Distribution Date, the Trustee shall withdraw from the general funds on deposit in the Distribution Account as provided in
Section 3.05(b), prior to any distributions to be made therefrom on such date, and pay to itself all earned but unpaid Trustee Fees,
as compensation for all services rendered by the Trustee, in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties of the Trustee hereunder at the Trustee Fee Rate.  No Trustee Fee shall be payable
with respect to the Companion Loans.  The Trustee Fee (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) shall constitute the Trustee’s sole compensation for such services to be rendered
by
it.



                    (b)          The
Trustee and any director, officer, employee, affiliate, agent or “control” person within the meaning of the Securities Act
of 1933 of the Trustee shall be entitled to be indemnified for and held harmless by the Trust Fund against any loss, liability or
reasonable “out-of-pocket” expense (including, without limitation, costs and expenses of litigation, and of investigation,
counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with this Agreement, the
Mortgage Loans or the Certificates or any act of the Master Servicer or the Special Servicer taken on behalf of the Trustee as
provided for herein; provided, that such expense is an “unanticipated expense incurred by the REMIC” within the
meaning
of Treasury Regulations Section 1.860G-1(b)(3)(ii); provided, further, that neither the Trustee, nor any of the other above
specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (1) any liability specifically required
to be borne thereby pursuant to the terms hereof, or (2) any loss, liability or expense incurred by reason of willful misfeasance,
bad faith or negligence in the performance of the Trustee’s obligations and duties hereunder, or by reason of its negligent
disregard of such obligations and duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee,
as applicable, made herein.  The provisions of this Section 8.05(b) shall survive any resignation or removal of the Trustee and
appointment of a successor Trustee.


          Section
8.06.          Eligibility Requirements for Trustee.



                    The
Trustee hereunder shall at all times be an association or a corporation organized and doing business under the laws of the United
States of America or any State thereof or the District of Columbia, authorized under such laws to exercise trust powers, having a
combined capital and surplus of at least $100,000,000 and subject to supervision or examination by a federal or state banking
authority.  If such association or corporation publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and
surplus of such association or corporation shall be deemed to be its combined capital and surplus as set


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forth in its most recent report of condition so published.  The Trustee shall also be an
entity with a long term unsecured debt rating of at least (a) “A+” by S&P, “A+” by Fitch and “Aa3”
by Moody’s, and a short-term unsecured debt rating of at least “A-1” by S&P and “F1” by Fitch 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


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(if different from the Trustee) shall fail (other than by reason of the failure of either
the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond
the Trustee’s reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such
failure shall continue unremedied for a period of five days, or if the Trustee or Paying Agent (if different from the Trustee) fails
to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a
successor trustee if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation
therefrom to the effect that the appointment of such institution would not cause the qualification, downgrading or withdrawal of the
then-current rating on any Class of Certificates) by written instrument, in duplicate, which
instrument shall be delivered to the Trustee so removed and to the successor trustee.  A copy of such instrument shall be
delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor.



                    (c)          The
Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor
trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly
authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so
removed and one complete set to the successor trustee so appointed.  A copy of such instrument shall be delivered to the
Depositor, the Special Servicer and the remaining Certificateholders by the successor so appointed.  In the event that the
Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to
the Mortgage
Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal
(including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued
interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or
removal and no termination without cause shall be effective until the payment of such amounts to the Trustee).



                    (d)          Any
resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.07
shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08.


          Section
8.08.          Successor Trustee.



                    (a)          Any
successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer,
the Special Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective and such successor trustee without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as
if originally named as trustee herein.  The predecessor trustee shall deliver to the successor trustee all Mortgage Files and
related documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf by a
third-party Custodian, which Custodian shall become the agent of the successor trustee), and the Depositor, the Master Servicer, the
Special Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be
required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and
to enable the successor trustee to perform its obligations hereunder.


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                    (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.


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                    (c)          Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them.  Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII.  Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with
the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every
provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. 
Every such instrument shall be filed with the Trustee.



                    (d)          Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its
name.  If any separate trustee or co-trustee shall cease to exist, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.



                    (e)          The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.


          Section
8.11.          Appointment of Custodians.



                    The
Trustee may appoint at the Trustee’s expense one or more Custodians to hold all or a portion of the Mortgage Files as agent for
the Trustee.  Each Custodian shall be a depository institution supervised and regulated by a federal or state banking authority,
shall have combined capital and surplus of at least $10,000,000, shall be qualified to do business in the jurisdiction in which it
holds any Mortgage File and shall not be the Depositor, any Mortgage Loan Seller or any Affiliate of the Depositor or any Mortgage
Loan Seller.  Neither the Master Servicer nor the Special Servicer shall have any duty to verify that any such Custodian is
qualified to act as such in accordance with the preceding sentence.  Any such appointment of a third party Custodian and the
acceptance thereof shall be pursuant to a written agreement, which
written agreement shall (i) be consistent with this Agreement in all material respects and requires the Custodian to comply with this
Agreement in all material respects and requires the Custodian to comply with all of the applicable conditions of this Agreement; (ii)
provide that if the Trustee shall for any reason no longer act in the capacity of Trustee hereunder (including, without limitation,
by reason of an Event of Default), the successor trustee or its designee may thereupon assume all of the rights and, except to the
extent such obligations arose prior to the date of assumption, obligations of the Custodian under such agreement or alternatively,
may terminate such agreement without cause and without payment of any penalty or termination fee; and (iii) not permit the Custodian
any rights of indemnification that may be satisfied out of assets of the Trust Fund.  The appointment of one or more Custodians
shall not relieve the Trustee from any of its obligations hereunder, and the Trustee
shall remain responsible and liable for all acts and


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omissions of any Custodian.  The initial Custodian shall be the Trustee. 
Notwithstanding anything herein to the contrary, if the Trustee is no longer the Custodian, any provision or requirement herein
requiring notice or any information or documentation to be provided to the Custodian shall be construed to require that such notice,
information or documents also be provided to the Trustee.  Any Custodian hereunder (other than the Trustee) shall at all times
maintain a fidelity bond and errors and omissions policy in amounts customary for custodians performing duties similar to those set
forth in this Agreement.


          Section
8.12.          Appointment of Authenticating Agents.



                    (a)          The
Trustee may at the Trustee’s expense appoint one or more Authenticating Agents, which shall be authorized to act on behalf of
the Trustee in authenticating Certificates.  The Trustee shall cause any such Authenticating Agent to execute and deliver to the
Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and
responsibilities herein.  Each Authenticating Agent must be organized and doing business under the laws of the United States of
America or of any State, authorized under such laws to do a trust business, have a combined capital and surplus of at least
$15,000,000, and be subject to supervision or examination by federal or state authorities.  Each Authenticating Agent shall be
subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee
hereunder.  The appointment of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and
the Trustee shall remain responsible and liable for all acts and omissions of the Authenticating Agent.  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


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Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section 8.12, the Trustee may appoint a successor Authenticating Agent, in which case the Trustee shall given written notice of such
appointment to the Master Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all
Holders of Certificates; provided, however, that no successor Authenticating Agent shall be appointed unless eligible under
the provisions of this Section 8.12.  Any successor Authenticating Agent upon acceptance of its appointment hereunder shall
become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent.  No Authenticating Agent shall have responsibility or liability for any action taken
by it as such at the direction of the Trustee.


          Section
8.13.          Access to Certain Information.



                    The
Trustee shall afford to the Master Servicer, the Special Servicer, each Rating Agency and the Depositor, any Certificateholder and to
the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder,
access to any documentation regarding the Mortgage Loans within its control that may be required to be provided by this Agreement or
by applicable law.  Such access shall be afforded without charge but only upon reasonable prior written request and during
normal business hours at the offices of the Trustee designated by it.  Upon request and with the consent of the Depositor and at
the cost of the requesting Party, the Trustee shall provide copies of such documentation to the Depositor, any Certificateholder and
to the OTS, the FDIC and any other bank or insurance
regulatory authority that may exercise authority over any Certificateholder.


          Section
8.14.          Appointment of REMIC Administrators.



                    (a)          The
Trustee may appoint at the Trustee’s expense, one or more REMIC Administrators, which shall be authorized to act on behalf of
the Trustee in performing the functions set forth in Sections 3.17, 10.01 and 10.02 herein.  The Trustee shall cause any such
REMIC Administrator to execute and deliver to the Trustee an instrument in which such REMIC Administrator shall agree to act in such
capacity, with the obligations and responsibilities herein. The appointment of a REMIC Administrator shall not relieve the Trustee
from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the REMIC
Administrator.  Each REMIC Administrator must be acceptable to the Trustee and must be organized and doing business under the
laws of the United States of America or of any State and be subject to supervision or examination by federal or state
authorities.  In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator, the Trustee
hereby agrees to act in such capacity in accordance with the terms hereof.  If Wells Fargo Bank, N.A. is removed as Trustee,
then Wells Fargo Bank, N.A. shall be terminated as REMIC Administrator.



                    (b)          Any
Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing of
any paper or any further act on the part of the Trustee or the REMIC Administrator.


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                    (c)          Any
REMIC Administrator may at any time resign by giving at least 30 days’ advance written notice of resignation to the Trustee the
Certificate Registrar, the Trustee, the Master Servicer, the Special Servicer and the Depositor.  The Trustee may at any time
terminate the agency of any REMIC Administrator by giving written notice of termination to such REMIC Administrator, the Master
Servicer, the Certificate Registrar and the Depositor.  Upon receiving a notice of resignation or upon such a termination, or in
case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions of this Section 8.14, the
Trustee may appoint a successor REMIC Administrator, in which case the Trustee shall given written notice of such appointment to the
Master Servicer and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided, however,
that no successor REMIC Administrator shall be appointed unless eligible under the provisions of this Section 8.14.  Any
successor REMIC Administrator upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if originally named as REMIC Administrator.  No REMIC
Administrator shall have responsibility or liability for any action taken by it as such at the direction of the Trustee.


          Section
8.15.          Representations, Warranties and Covenants of
Trustee.



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

	
  
 
  	
  

          (i)          The
Trustee is a national banking association duly organized, validly existing   and in good standing under the laws of the United
States.
  
	
  
 
  	
  
 
  
	
  
 
  	
  

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

          (iii)          Except
to the extent that the laws of certain jurisdictions in which any part of the   Trust Fund may be located require that a co-trustee
or separate trustee be   appointed to act with respect to such property as contemplated by Section   8.10, the Trustee has the full
power and authority to carry on its business   as now being conducted and to enter into and consummate all transactions
contemplated by this Agreement, has duly authorized the execution, delivery   and performance of this Agreement, and has duly
executed and delivered this   Agreement.
  
	
  
 
  	
  
 
  
	
  
 
  	
  

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




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          (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 “A-” by S&P, a rating of at least “A-” by
Fitch or a rating of at least A2 (or its equivalent) by Moody’s, or such lower rating as will not result in qualification,
downgrading or withdrawal of the ratings then assigned to the Certificates, as evidenced in writing by the Rating Agencies.  Any
such appointment of a third party Paying Agent and the acceptance thereof shall be pursuant to a written agreement, which written
agreement shall (i) be consistent with this Agreement in all material respects and requires the Paying Agent to comply with this
Agreement in all material respects and requires the Paying Agent to comply with all of the applicable conditions of this Agreement;
(ii) provide that if the Trustee shall for any reason no longer act in the capacity of Trustee
hereunder (including, without limitation, by reason of an Event of


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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)          The
Trustee the Master Servicer and the Special Servicer shall reasonably cooperate with the Depositor in connection with the Trust
Fund’s satisfying the reporting requirements under the Exchange Act.  The Trustee shall prepare on behalf of the Trust Fund
any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the
Commission thereunder, and the Trustee shall sign and file (via EDGAR) such Forms on behalf of the Depositor, until directed in
writing by the Depositor to discontinue such filings.  The Depositor hereby grants to the Trustee a limited power of attorney to
execute and file each such document on behalf of the Depositor.  Such power of attorney shall continue until the earlier of
either (i)
receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust
Fund.  Notwithstanding the foregoing, in the event that the Commission does not accept a Certification signed by the Depositor
where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be
signed by the Depositor and the Depositor shall sign such form.



                    (b)          A
Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the Distribution Date
Statement for such Distribution Date as an exhibit thereto.  On or prior to March 31st of each year beginning in 2006 (or such
earlier date as may be required by the Exchange Act and the Rules and Regulations of the Commission), the Trustee shall file a Form
10-K, in substance as required by applicable law or applicable Commission staff’s interpretations.  Such Form 10-K shall
include as exhibits the Master Servicer’s and the Special Servicer’s annual statement of compliance described under Section
3.13 and the accountant’s report described under Section 3.14, in each case to the extent they have been timely delivered to the
Trustee.  If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits
reasonably promptly after they are delivered to the Trustee.  The Trustee shall have no liability with respect to any failure to
properly prepare or file such periodic reports resulting from or relating to the Trustee’s inability or failure to obtain any
information not resulting from its own negligence, willful misconduct or bad faith.  The Form 10-K shall also include a
certification in the form attached hereto as


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Exhibit P (the “Certification”), which shall, except as described below,
be signed by the senior officer of the Depositor in charge of securitization.  Notwithstanding the foregoing, if the Commission
determines that the Certification may be executed by multiple Persons, the Trustee shall sign the Certification, subject to the
succeeding paragraph and Section 8.17(d) through 8.17(f), in respect of items 1 through 3 thereof, the Master Servicer shall cause
its respective senior officers in charge of servicing to sign the Certification in respect of items 4 and 5 thereof to the extent
such items relate to the duties and actions of the Master Servicer, and the Special Servicer shall cause its respective senior
officers in charge of servicing to sign the Certification in respect of items 4 and 5 thereof to the extent such items relate to the
duties and actions of the Special Servicer, and the Trustee may rely on the Certification signed by
the Master Servicer and Special Servicer to the same extent as provided in Section 8.17(c) below. The Master Servicer may rely on the
Certification signed by the Special Servicer to the same extent as provided in Section 8.17(c) below.



                    In the
event the Commission determines that the Certification may be executed by multiple Persons, and with respect to the Trustee’s
obligation in the preceding paragraph to sign the Certification in respect of item 3, the Trustee’s obligation to sign such
Certification shall be conditioned upon the Trustee and the Depositor entering into an agreement with respect to the payment of a
reasonable additional fee for the reasonable costs and expenses necessary for the Trustee to sign such Certification;
provided, that in no event shall such fee exceed $15,000 annually.  In the event that such agreement is not reached, the
Depositor may continue to sign the portion of the Certification which the Trustee does not sign.



                    Although
it is the parties’ intent that compliance by the parties with provisions of this Section 8.17 will constitute compliance with
the review and certifications required by Section 302(a) of the Sarbanes-Oxley Act (the “Section 302 Requirements”)
or other applicable law, or the interpretation thereof by the Commission’s staff (including the issuance of additional guidance
by such staff), if it is determined that additional or modified procedures are required, or, similarly, to the extent that certain
certifications or procedures are not required, the parties hereto agree to negotiate in good faith to modify the provisions of this
Section 8.17 to comply with such change or additional guidance.  Notwithstanding any other provision herein, no consent of any
Certificateholder shall be required to make any such
modification or amendment to this Section 8.17 to make such changes as are described above.  In addition, in no event shall the
provisions set forth in this Section 8.17(b) limit the ability of, or impose an obligation on, the Trustee , the Master Servicer or
the Special Servicer to conduct additional investigations determined by it to be necessary or appropriate (in accordance with the
written advice of counsel) to comply with the Section 302 Requirements.



                    (c)          In
the event the Certification is to be signed by an officer of the Depositor, the Trustee shall sign a certification (in the form
attached hereto as Exhibit Q) for the benefit of the Depositor and its officers, directors and Affiliates (provided, however,
that the Trustee shall not undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K), and the
Master Servicer shall sign a certification (in the form attached hereto as Exhibit R) for the benefit of the Depositor and its
officers, directors and Affiliates, and the Special Servicer shall sign a certification (in the form attached hereto as Exhibit S)
for the benefit of the Depositor and the Master Servicer and their officers, directors and Affiliates.  Each such certification
shall be
delivered to the Depositor, the Trustee and the Master Servicer, if


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applicable, by March 15th of each year (or if not a Business Day, the immediately preceding
Business Day).  The Certification attached hereto as Exhibit Q shall be delivered to the Trustee for filing by March 20th of
each year (or if not a Business Day, the immediately preceding Business Day).  In addition, (i) the Trustee shall indemnify and
hold harmless the Depositor and its officers, directors and Affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based
upon a breach of the Trustee’s obligations under this Section 8.17 or the Trustee’s negligence, bad faith or willful
misconduct in connection therewith, and (ii) the Master Servicer and Special Servicer shall each severally and not jointly indemnify
and hold harmless the Depositor, the Trustee and, in the case of the Special Servicer, the Master
Servicer, and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based
upon a breach of the Master Servicer’s or Special Servicer’s obligations, as the case may be, under this Section 8.17 or
the negligence, bad faith or willful misconduct of the Master Servicer or the Special Servicer, as the case may be, in connection
therewith.  If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then (i)
the Trustee agrees that it shall contribute to the amount paid or payable to the Depositor as a result of the losses, claims, damages
or liabilities of the Depositor or the Special Servicer in such proportion as is appropriate to reflect the relative fault of the
Depositor or the Special Servicer on the one hand and the Trustee on the other in connection with a breach
of the Trustee’s obligations under this Section 8.17 or the Trustee’s negligence, bad faith or willful misconduct in
connection therewith, (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a
result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative
fault of the Depositor on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer’s
obligations under this Section 8.17 or the Master Servicer’s negligence, bad faith or willful misconduct in connection therewith
and (iii) the Special Servicer agrees that it shall contribute to the amount paid or payable by the Depositor or the Master
Servicer as a result of the losses, claims, damages or liabilities of the Depositor or the Master Servicer in such proportion as is
appropriate to reflect the relative fault of the Depositor or the Master Servicer on the one hand
and the Special Servicer on the other in connection with a breach of the Special Servicer’s obligations under this Section 8.17
or the Special Servicer’s negligence, bad faith or willful misconduct in connection therewith.



                    (d)          If
the Trustee reasonably determines that it is required to file any Servicer Report or any other servicing information with the
Commission to comply with the Sarbanes-Oxley Act, the Trustee may do so; provided, that it has either (i) provided the
Depositor with written advice from a national reputable counsel with an active commercial mortgage-backed securities practice
reasonably acceptable to the Depositor at least 10 Business Days prior to the first occasion of such filing stating that the filing
of any such Servicer Reports in the filings described in Section 8.17(a) is required to comply with the Section 302 Requirements, or
(ii) received the prior written consent not to be unreasonably withheld of the Depositor to such filing.



                    (e)          Upon
any filing with the Commission, the Trustee shall promptly deliver to the Depositor, Master Servicer, each Rating Agency and Special
Servicer a copy of any such executed report, statement or information.


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                    (f)          In
performing its obligations under this Agreement, including but not limited this Section 8.17, none of the Trustee’s or the
Master Servicer, on behalf of the Trust Fund, the Depositor or otherwise, shall be responsible or liable for compliance with any
reporting or filing requirement under any state or federal securities laws, except to the extent such requirement is specifically set
forth in this Agreement.



                    (g)          Prior
to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15
Suspension Notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act (after which
time no  Form 8-K or Form 10-K shall be filed unless otherwise required by the Exchange Act) and shall provide the Depositor,
the Special Servicer and Master Servicer with written notice of such filing.


          Section
8.18.          Maintenance of Mortgage File.



                    Except
for the release of items in the Mortgage File contemplated by this Agreement, including, without limitation, as necessary for the
enforcement of the holder’s rights and remedies under the related Mortgage Loan, the Trustee covenants and agrees that it shall
maintain each Mortgage File in the State of Minnesota, and that it shall not move any Mortgage File outside the State of Minnesota,
other than as specifically provided for in this Agreement, unless it shall first obtain and provide, at the expense of the Trustee,
an Opinion of Counsel to the Depositor and the Rating Agencies to the effect that the Trustee’s first priority interest in the
Mortgage Notes has been duly and fully perfected under the applicable laws and regulations of such other jurisdiction.


ARTICLE IX.


TERMINATION


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



                    Subject
to Section 9.02, the Trust Fund and the respective obligations and responsibilities under this Agreement of the Depositor, the Master
Servicer, the Special Servicer and the Trustee (other than the obligations of the Trustee on behalf of the Trustee to provide for and
make payments to Certificateholders as hereafter set forth) shall terminate upon payment (or provision for payment) (i) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required hereunder to be so paid on the Distribution Date
following the earlier to occur of (A) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder of all Mortgage Loans, the REO Loans related to the 2005-C20 Serviced Mortgage Loans, 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 REO Property related to the Non-Serviced Mortgage
Loans), 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 2005-C20 Serviced Mortgage Loans the pro
rata portion of the appraised value of such REO Property (based on an appraisal conducted in accordance with the 2005-C20
Pooling


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and Servicing Agreement of the property owned by the 2005-C20 Trustee, on behalf of the owners
thereof), based on the outstanding principal balance of the applicable Whole 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, that in no event shall the Trust Fund created hereby continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James, living on the date hereof.



                    Subject
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 each REO Property (or beneficial interest in REO Property related to a Non-Serviced Mortgage Loan) remaining in
REMIC I as contemplated by clause (i) of the preceding paragraph by giving written notice to the other parties hereto no later than
60 days prior to the anticipated date of purchase; provided, however, that (i) the aggregate Stated Principal Balance of the
Mortgage Pool at the time of such election is less than 1.0% of the aggregate Cut-Off Date Balances of the Mortgage Loans, and (ii)
the Master Servicer shall not have the right to effect such a purchase if, within 30 days following the Master Servicer’s
delivery of a notice of election pursuant to this paragraph, the
Special Servicer or the Majority Subordinate Certificateholder shall give notice of its election to purchase all of the Mortgage
Loans and each REO Property (or beneficial interest in an REO Property related to a Non-Serviced Mortgage Loan) remaining in REMIC I
and shall thereafter effect such purchase in accordance with the terms hereof.  The Master Servicer or the Majority Subordinate
Certificateholder shall not have the right to effect such a purchase if, within 30 days following the Special Servicer’s
delivery of a notice of election pursuant to this paragraph, the Special Servicer shall give notice of its election to purchase all
of the Mortgage Loans and each REO Property (or beneficial interest in REO Property related to a Non-Serviced Mortgage Loan)
remaining in REMIC I and shall thereafter effect such purchase in accordance with the terms hereof.  If the Trust Fund is to be
terminated in connection with the Master Servicer’s, the Special Servicer’s or the Majority
Subordinate Certificateholder’s purchase of all of the Mortgage Loans and each REO Property (or beneficial interest in REO
Property related to a Non-Serviced Mortgage Loan) 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


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Distribution Date on which the final distribution on the Certificates is to occur an amount in
immediately available funds equal to the above-described purchase price.  In addition, the Master Servicer shall transfer to the
Distribution Account all amounts required to be transferred thereto on such P&I Advance Date from the Certificate Account
pursuant to the first paragraph of Section 3.04(b), together with any other amounts on deposit in the Certificate Account that would
otherwise be held for future distribution.  Upon confirmation that such final deposit has been made, the Trustee shall release
or cause to be released to the Master Servicer, the Special Servicer, the Majority Subordinate Certificateholder, as applicable, the
Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it
by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder,
as applicable, as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties (or beneficial interest in an
REO Property related to a Non-Serviced Mortgage Loan) to the Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder (or their respective designees) and, in the case of a Loan Pair, 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 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 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-2PFL
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 4.01) 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 REMIC I Regular Interests and distributed to the Class R-I Certificates in accordance with Section 4.01(b), Section 4.01(m),
Section 4.01(l) and Section 4.01(k) and (ii) distributed to the REMIC II Certificates and the Class A-2PFL Certificates in the
order of priority set forth in Section 4.01(a) and Section 4.01(b) in each case, to the extent of remaining available
funds.


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                    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 and the Class A-1A Certificates have been paid in full and the remaining outstanding Certificates (other
than the Class Z Certificates, Class R-I Certificates and Class R-II Certificates) are held by a single Certificateholder, such
Certificateholder shall have the right to exchange all of the Certificates held thereby for all of the Mortgage Loans and each REO
Property (or beneficial interest in an REO Property related to a Non-Serviced Mortgage Loan) remaining in the Trust Fund by giving
written notice to all the parties hereto no later than 30 days prior to the anticipated date of exchange.



                    In the
event that such Certificateholder shall elect to exchange all of the Certificates held thereby for all of the Mortgage Loans and each
REO Property (or beneficial interest in an REO Property related to a Non-Serviced Mortgage Loan) 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 (or beneficial interest
in an REO Property related to a Non-Serviced Mortgage Loan) 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


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terminate.  Such transfers shall be subject to any rights of any Sub-Servicers to primary
service (or to perform select servicing functions with respect to) the Mortgage Loans.  For federal income tax purposes, the
Certificateholder shall be deemed to have purchased the assets of REMIC I for an amount equal to the unpaid principal balance, plus
accrued unpaid interest, of the Mortgage Loan(s) (other than the defaulted Mortgage Loan(s) or REO Property (or beneficial interest
in an REO Property related to a Non-Serviced Mortgage Loan)) in such REMICs and the fair market value of any defaulted Mortgage Loans
or REO Property (or beneficial interest in an REO Property related to a Non-Serviced Mortgage Loan), 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(j), Section 4.01(k)
and Section 4.01(l).



                    In the
case of any Loan Pair, references in this Section 9.01 and Section 9.02 to “REO Property” shall include only the
Trust’s proportionate interest in such REO Property and not the interest of the Companion Holder(s) therein.


          Section
9.02.          Additional Termination Requirements.



                    (a)          If
the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholders purchase all of the Mortgage Loans and 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 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 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.
  



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                    (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 3.28, and prior to any final distribution to the Holders of the Class
A-2PFL 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-2PFL 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, 2005, in the case of each of REMIC I and REMIC II.



                    (b)          The
REMIC I Regular Interests, the Regular Certificates (including each component which the Class IO Certificates represent) and Class
A-2PFL Regular Interest are hereby designated as “regular interests” (within the meaning of Section 860G(a)(1) of the
Code) in REMIC I and REMIC II, respectively.  The Class R-I Certificates are hereby designated as the single class of
“residual interests” (within the meaning of Section 860G(a)(2) of the Code) in REMIC I, and the Class R-II
Certificates are hereby designated as the single class of “residual interests” (within the meaning of Section
860G(a)(2) of the Code) in REMIC II.  None of the Master Servicer, the Special Servicer or the Trustee shall (to the extent
within its control)
permit the creation of any other “interests” in either of REMIC I or REMIC II (within the meaning of Treasury
regulation Section 1.860D-1(b)(1)).



                    (c)          The
Closing Date is hereby designated as the “startup day” of each of the REMIC I and REMIC II within the meaning of Section
860G(a)(9) of the Code.  The “latest possible maturity date” of REMIC I Regular Interests and the Regular Certificates
for purposes of the REMIC Provisions shall be the Rated Final Distribution Date.



                    (d)          The
related Plurality Residual Certificateholder as to the applicable taxable year is hereby designated as the Tax Matters Person of each
of REMIC I and REMIC II, and shall act on behalf of the related REMIC in relation to any tax matter or controversy and shall
represent the related REMIC in any administrative or judicial proceeding relating to an examination or audit by any governmental
taxing authority; provided, that the REMIC
Administrator is hereby irrevocably appointed to act and shall act as agent and attorney-in-fact for the Tax Matters Person for REMIC
I and REMIC II in the performance of its duties as such.


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                    (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.


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                    (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


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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 (i) the
Distribution Account in reduction of the Available Distribution Amount pursuant to Section 3.05(b).



                    (j)          The
REMIC Administrator shall, for federal income tax purposes, maintain books and records with respect to REMIC I and REMIC II on a
calendar year and on an accrual basis.



                    (k)          Following
the Startup Day, none of the Trustee, the Master Servicer or the Special Servicer shall accept any contributions of assets to any of
either REMIC I or REMIC II unless it shall have received an Opinion of Counsel (at the expense of the party seeking to cause such
contribution and in no event at the expense of the Trust Fund or the Trustee) to the effect that the inclusion of such assets in such
REMIC will not cause:  (i) such REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding; or (ii)
the imposition of any tax on such REMIC under the REMIC Provisions or other applicable provisions of federal, state and local law or
ordinances.



                    (l)          None
of the Trustee, the Master Servicer or the Special Servicer shall consent to or, to the extent it is within the control of such
Person, permit:  (i) the sale or disposition of any of the Mortgage Loans (except in connection with (A) the default or
foreclosure of a Mortgage Loan, including, but not limited to, the sale or other disposition of a Mortgaged Property acquired by deed
in lieu of foreclosure, (B) the bankruptcy of either of REMIC I or REMIC II, (C) the termination of either of REMIC I and REMIC II
pursuant to Article IX of this Agreement, or (D) a purchase of Mortgage Loans pursuant to or as contemplated by Article II or III of
this Agreement); (ii) the sale or disposition of any investments in the Servicing Accounts, the Interest Reserve Accounts, the
Certificate
Account, the Distribution Account, the Companion Distribution Account, the Floating Rate 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


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Investments acquired in connection with the investment of funds in the Servicing Accounts, the
Interest Reserve Accounts, the Certificate Account, the Distribution Account, the Companion Distribution Account, the Floating Rate
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 Grantor Trusts.



                    (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-2PFL 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 the proceeds thereof in the Additional Interest Account.



                    (b)          The
REMIC Administrator shall treat the A-2PFL Grantor Trust, for tax return preparation purposes, as a grantor trust under the Code and
shall treat the Class A-2PFL 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-2PFL Grantor Trust, and not any of REMIC I, REMIC II or the Additional Interest
Grantor Trust, as permitted by Treasury Regulations Section 1.860G-2(i)(1).  The Class A-2PFL Certificates are hereby designated
as representing an undivided, beneficial interest in the A-2PFL Grantor Trust Assets.



                    (c)          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(e) or 10.02(f)).



                    (d)          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.  The expenses of preparing and filing such returns shall be borne by the REMIC Administrator without any right
of


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reimbursement therefor.  The other parties hereto shall provide on a timely basis to the
REMIC Administrator or its designee such information with respect to the Grantor Trusts as is in its possession and reasonably
requested by the REMIC Administrator to enable it to perform its obligations under this Section 10.02.  Without limiting the
generality of the foregoing, the Depositor, within ten days following the REMIC Administrator’s request therefor, shall provide
in writing to the REMIC Administrator such information as is reasonably requested by the REMIC Administrator for tax purposes, and
the REMIC Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be
subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit
the REMIC Administrator to perform such obligations.



                    (e)          The
REMIC Administrator shall furnish or cause to be furnished to the Class Z Certificateholders and the Class A-2PFL 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.



                    (f)          The
REMIC Administrator shall perform its duties hereunder so as to maintain the status of the Grantor Trusts as grantor trusts under the
Grantor Trust Provisions (and the Trustee, the Master Servicer and the Special Servicer shall assist the REMIC Administrator to the
extent reasonably requested by the REMIC Administrator and to the extent of information within the Trustee’s, the Master
Servicer’s or the Special Servicer’s possession or control).  None of the REMIC Administrator, Master Servicer, the
Special Servicer or the Trustee shall knowingly take (or cause the Grantor 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.


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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-2PFL Certificates.


(g)          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; or (v) the portion of the Trust Fund
constituting the Grantor Trusts in all other instances.


ARTICLE XI.


MISCELLANEOUS PROVISIONS


          Section
11.01.          Amendment.



                    (a)          This
Agreement may be amended from time to time by the mutual agreement of the Depositor, the Master Servicer, the Special Servicer and
the Trustee, without the consent of any of the Certificateholders or Companion Holders, (i) to cure any ambiguity, (ii) to
correct, modify or supplement any provision herein which may be inconsistent with any other provision herein, (iii) to add any other
provisions with respect to matters or questions arising hereunder which shall not be inconsistent with the provisions hereof, (iv) to
relax or eliminate any requirement hereunder imposed by the REMIC Provisions if the REMIC Provisions are amended or clarified such
that any such requirement may be relaxed or eliminated, or (v) if such amendment, as evidenced by an Opinion of Counsel (at the
expense of the Trust Fund, in the case of any amendment requested by the Master Servicer or Special Servicer that protects or is in
furtherance of the interests of the Certificateholders, and otherwise at the expense of the party seeking such amendment) delivered
to the Master Servicer, the Special Servicer and the Trustee, is advisable or reasonably necessary to comply with any requirements
imposed by the Code or any successor or amendatory statute or any temporary or final regulation, revenue ruling, revenue procedure or
other written official announcement or interpretation relating to federal income tax laws or any such proposed action which, if made
effective, would apply retroactively to REMIC I or REMIC II created hereunder at least from the effective date of such amendment, or
would be necessary to avoid the occurrence of a prohibited transaction or to reduce the incidence of any tax that would arise from
any actions taken with respect to the operation of any such REMIC or to comply with any
requirements imposed by the Commission with respect to any adopted temporary or final regulation or other written official
announcement or interpretation relating to the securities laws which, would apply retroactively to the Depositor, any Underwriter or
the Trust Fund, provided, that such action (except any amendment described in clause (v) above) shall not, as evidenced by an
Opinion of Counsel (at the expense of the Trust Fund, in the case of any amendment requested by the Master Servicer or


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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 Loans; provided, further, that the Master Servicer, the Special Servicer and the Trustee
shall have first obtained from each Rating Agency written confirmation that such amendment will not result in the qualification,
downgrade or withdrawal of the rating on any Class of Certificates.



                    (b)          This
Agreement may also be amended from time to time by the agreement of the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected
Classes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of Certificates; provided, however, that no such amendment shall (i)
reduce in any manner the amount of, or delay the timing of, payments received or advanced on Mortgage Loans that are required to be
distributed on any Certificate without the consent of the Holder of such Certificate, or which are required to be distributed to a
Companion Holder, without the consent of such Companion Holder, (ii) as evidenced by an Opinion of Counsel obtained by or delivered
to the Master Servicer, the Special Servicer and the Trustee, adversely affect in any material respect the interests of the Holders
of any Class of Certificates or the interests of a Companion Holder in a manner other than as described in (i) without the consent of
the Holders of all Certificates of such Class or the consent of such Companion Holders, as the case may be, (iii) modify the
provisions of this Section 11.01 without the consent of the Holders of all Certificates then outstanding and the consent of all
Companion Holders, (iv) modify the provisions of Section 3.20 or the definition of Servicing Standard without the consent of the
Holders of Certificates entitled to all of the Voting Rights and the consent of all Companion Holders or (v) modify the specified
percentage of Voting Rights which are required to be held by Certificateholders to consent or not to
object to any particular action pursuant to any provision of this Agreement without the consent of the Holders of all Certificates
then outstanding. Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents
pursuant to this Section 11.01, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be
entitled to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates,
so long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage
Loans.



                    (c)          Notwithstanding
any contrary provision of this Agreement, the Trustee shall not consent to any amendment to this Agreement unless it shall first have
obtained or been furnished with an Opinion of Counsel (at the expense of the Trust Fund, in the case of any amendment requested by
the Master Servicer or Special Servicer that protects or is in furtherance of the interests of the Certificateholders, and,
otherwise, at the expense of the party seeking such amendment) to the effect that (i) such amendment or the exercise of any power
granted to the Trustee, the Master Servicer or the Special Servicer in accordance with such amendment will not result in the
imposition of a tax on either of REMIC I or REMIC II pursuant to the REMIC Provisions or on the Grantor Trusts or cause either of
REMIC I or REMIC II to fail to qualify as a REMIC or the Grantor Trusts 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.


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                    (d)          Promptly
after the execution of any such amendment, the Trustee shall send a copy thereof to each Certificateholder and Companion
Holder.



                    (e)          It
shall not be necessary for the consent of Certificateholders under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such
consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.



                    (f)          Each
of the Master Servicer, the Special Servicer and the Trustee may but shall not be obligated to enter into any amendment pursuant to
this Section that affects its rights, duties and immunities under this Agreement or otherwise.



                    (g)          The
cost of any Opinion of Counsel to be delivered pursuant to Section 11.01(a), (b) or (c) shall be borne by the Person seeking the
related amendment, except that if the Master Servicer, the Special Servicer or the Trustee requests any amendment of this Agreement
that protects or is in furtherance of the rights and interests of Certificateholders, the cost of any Opinion of Counsel required in
connection therewith pursuant to Section 11.01(a) or (c) shall be payable out of the Certificate Account or the Distribution Account
pursuant to Sections 3.05 and 4.01. Notwithstanding any contrary provisions of this Agreement, this Agreement may not be amended in a
manner that would adversely affect the distributions to the A-2PFL Swap Counterparty or the Class A-2PFL Certificates or
the rights of the A-2PFL Swap Counterparty under the A-2PFL Swap Contract or the rights of the holders of the Class A-2PFL
Certificates without the consent of the A-2PFL Swap Counterparty and 66 2/3% of the Holders of the Class A-2PFL
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, that the Trustee shall have no obligation or responsibility to
determine
whether any such recordation of this Agreement is required.


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                    (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.


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          Section
11.04.          Governing Law.



                    This
Agreement and the Certificates shall be construed in accordance with the internal laws of the State of New York applicable to
agreements made and to be performed in said State, and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.


          Section
11.05.          Notices.



                    Any
communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall be
deemed to have been duly given when delivered to:  (i) in the case of the Depositor, Wachovia Commercial Mortgage Securities,
Inc., 301 South College Street, Charlotte, North Carolina 28288, Attention: William J. Cohane, Managing Director, facsimile number:
(704) 383-7639; (ii) in the case of the Master Servicer, Wachovia Bank, National Association, NC 1075, 8739 Research Drive URP4,
Charlotte, North Carolina 28262-1075, Attention: Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2005-C21, facsimile number: (704) 715-0036; (iii) in the case of the Special Servicer, LNR Partners, Inc.,
1601 Washington Avenue, Suite 800, Miami Beach, Florida 33139,
Attention:  Randy Wolpert, facsimile number: (305) 695-5601; (iv) in the case of the Trustee, Wells Fargo Bank, N.A., 9062
Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust Services (CMBS) Wachovia Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C21, facsimile number: (410) 715-2381; (v) in the case of  the
Underwriters, to Wachovia Capital Markets, LLC, 301 South College Street, Charlotte, North Carolina 28288-0630, Attention: Mr.
William J. Cohane, facsimile number: (704) 383-7639; to Nomura Securities International, Inc., 2 World Financial Center, Building B,
New York, New York 10281-1198, Attention: Phillip Evanski, facsimile number: (646) 587-8986; to Citigroup Global Markets Inc., 388
Greenwich Street, 11th Floor, New York, New York 10013, Attention: Ms. Angela Vleck, facsimile number: (212) 816-8307, to
Credit Suisse First Boston LLC, 11 Madison Avenue, New York, New York 10010, Attention: Mr.
Jeffery Altabef, facsimile number: (212) 743-5227; to Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005,
Attention: Scott Waynebern, facsimile number: (212) 797-5630; and to Goldman, Sachs & Co., 85 Broad Street, New York, New York
10004, Attention: Scott Wisenbaker, facsimile number: (212) 902-1691; (vi) in the case of the initial Controlling Class
Representative, LNR Securities Holdings, LLC, 1601 Washington Avenue, Suite 800, Miami Beach, Florida 33139, Attention:
Steven N. Bjerke, facsimile number: (305) 695-5449; (vii) in the case of the Rating Agencies, (A) to S&P Ratings Services, 55 Water Street,
New York, New York 10041-0003, Attention: CMBS Surveillance Group, facsimile number: (212) 438-2662, and (B) to Fitch, Inc., One
State Street Plaza, New York, New York 10004, Attention: Commercial Mortgage Surveillance, facsimile number: (212) 635-0295; (C) to
Moody’s Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention: 
Commercial Mortgage Surveillance; and (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 of
Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Suite 2400, Charlotte, NC 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.


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          Section
11.06.          Severability of Provisions.



                    If any
one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or
terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the
Certificates or the rights of the Holders thereof.


          Section
11.07.          Grant of a Security Interest.



                    The
Depositor intends that the conveyance of the Depositor’s right, title and interest in and to the Mortgage Loans pursuant to this
Agreement shall constitute a sale and not a pledge of security for a loan.  If such conveyance is deemed to be a pledge of
security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be
established pursuant to the terms of this Agreement.  The Depositor also intends and agrees that, in such event, the Depositor
shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s entire
right, title and interest in and to the assets constituting the Trust Fund.


          Section
11.08.          Streit Act.



                    Any
provisions required to be contained in this Agreement by Section 126 of Article 4-A of the New York Real Property Law are hereby
incorporated herein, and such provisions shall be in addition to those conferred or imposed by this Agreement; provided,
however, that to the extent that such Section 126 shall not have any effect, and if said Section 126 should at any time be
repealed or cease to apply to this Agreement or be construed by judicial decision to be inapplicable, said Section 126 shall cease to
have any further effect upon the provisions of this Agreement.  In case of a conflict between the provisions of this Agreement
and any mandatory provisions of Article 4-A of the New York Real Property Law, such mandatory provisions of said Article 4-A shall
prevail, provided, that if said Article 4-A shall not apply to this
Agreement, should at any time be repealed or cease to apply to this Agreement or be construed by judicial decision to be
inapplicable, such mandatory provisions of such Article 4-A shall cease to have any further effect upon the provisions of this
Agreement.


          Section
11.09.          Successors and Assigns; Beneficiaries.



                    The
provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties
hereto, and all such provisions shall inure to the benefit of the Certificateholders.  The 2005-C20 Master Servicer shall be a
third party beneficiary to this Agreement solely with respect to the reimbursement of nonrecoverable advances made by such party
under the 2005-C20 Pooling and Servicing Agreement, as provided in Section 3.05, and with respect to “additional trust fund
expenses” with respect to the 2005-C20 Serviced Mortgage Loans, other expenses that relate to the servicing of the 2005-C20
Mortgage Loans pursuant to the 2005-C20 Pooling and Servicing Agreement, as provided in Section 3.05.  This Agreement may not be
amended in any manner that would adversely affect the rights of any
third party beneficiary hereof without its consent.  No other person, including, without limitation, any Mortgagor, shall be
entitled to any benefit or equitable right, remedy or claim under this Agreement; provided, that the Companion Holders and the
Swap Counterparty are intended third party beneficiaries hereunder.


- 251 -









          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 Mortgage Loan Purchase Agreements;


	
  
 
  	
  
 
  
	
  
 
  	
  

          (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 and the Special Servicer shall promptly furnish to each Rating Agency copies of
the following items:


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          (i)          each
of its annual statements as to compliance described in Section 3.13;
  
	
  
 
  	
  
 
  
	
  
 
  	
  

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

          (iii)        any
Officer’s Certificate delivered to the Trustee pursuant to   Section 4.03(c) or 3.08; and
  
	
  
 
  	
  
 
  
	
  
 
  	
  

          (iv)         each
of the reports described in Section 3.12(a) and the statements and reports   described in Sections 3.12(b), 3.12(c) and
3.12(d).
  




                    (e)          The
Trustee shall (i) make available to each Rating Agency and the Controlling Class Representative, upon reasonable notice, the items
described in Section 3.15(a) and (ii) promptly deliver to each Rating Agency and the Controlling Class Representative a copy of any
notices given pursuant to Section 7.03(a) or Section 7.03(b).



                    (f)          Each
of the Trustee, the Master Servicer and the Special Servicer shall provide to each Rating Agency such other information with respect
to the Mortgage Loans and the Certificates, to the extent such party possesses such information, as such Rating Agency shall
reasonably request.



                    (g)          Notwithstanding
any provision herein to the contrary each of the Master Servicer, the Special Servicer or the Trustee shall deliver to any
Underwriter any report prepared by such party hereunder upon request.


          Section
11.12.          Complete Agreement.



                    This
Agreement embodies the complete agreement among the parties and may not be varied or terminated except by a written agreement
conforming to the provisions of Section 11.01.  All prior negotiations or representations of the parties are merged into this
Agreement and shall have no force or effect unless expressly stated herein.


- 253 -










                    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/ Charles L. Culbreth
  
	
  
 
  	
  
 
  	
  


  
	
   
  	
  
 
  	
  
Name: Charles L. Culbreth
  
	
  
 
  	
  
 
  	
  
Title:  Managing Director
  




- 254 -










                    IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly
authorized, in each case as of the day and year first above written.

	
  
 
  	
  
WACHOVIA   BANK,
  
	
  
 
  	
  
NATIONAL   ASSOCIATION, Master Servicer
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
/s/ Connie M. Bowman
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Name: Connie M. Bowman
  
	
  
 
  	
  
 
  	
  
Title:  Associate
  




- 255 -










                    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.

	
  
 
  	
  
LNR   PARTNERS, INC.,
  
	
   
  	
  
Special   Servicer
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Steven N. Bjerke
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Name:
  
	
  
 
  	
  
 
  	
  
Title:
  




- 256 -










                    IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly
authorized, in each case as of the day and year first above written.


	
  
 
  	
  
WELLS FARGO   BANK, N.A., Trustee
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Deborah Daniels
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Name:  Deborah Daniels
  
	
  
 
  	
  
 
  	
  
Title:  Vice President
  



- 257 -










EXHIBIT A-1


FORM OF CLASS A-1 CERTIFICATE


CLASS A-1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  
Pass-Through   Rate:  5.058% per annum
  	
  
 
  	
  
Class   Principal Balance of the Class A-1 Certificates as of the Closing Date:
$69,659,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of Pooling   and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class A-1 Certificate as of the Closing   Date:
$69,659,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
Certificate   No.  A-1-1
  	
  
 
  	
  
CUSIP   No.  9297667A5
  




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


A-1-1









THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE
CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-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 AND THE CLASS P CERTIFICATES, OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE, THE CLASS A-2PFL CERTIFICATES, CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS
A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES
EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-1 Certificate (obtained by
dividing the principal amount of this Class A-1 Certificate (its “Certificate Principal Balance”) as of the Closing
Date by the aggregate principal amount of all the Class A-1 Certificates (their “Class Principal Balance”) as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-1 Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the
Agreement), Wachovia Bank, National Association (herein called
the “Master Servicer”, which term includes any successor entity under the Agreement), LNR Partners, Inc. (herein
called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank,
N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.


A-1-2









                    Pursuant
to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each,
a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately succeeding, commencing in November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the Holders
of the Class A-1 Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the
Agreement on the Class A-1 Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying
Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as
it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined
without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final
distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is
to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to
any such other address of which the Paying Agent is subsequently notified in writing.


                    The
Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans,
all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate
Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in
certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain
expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.


                    Interest
accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate
for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the
Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class
A-1 Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


                    Any
distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and
all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such distribution is made upon this Certificate.


A-1-3









                    The
Class A-1 Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-1 Certificates are
exchangeable for new Class A-1 Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.



                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-1 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
service charge will be imposed for any registration of transfer or exchange of Class A-1 Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class A-1 Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.


                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the
Class A-1 Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at
the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
specified on the face hereof.


A-1-4









                    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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M, Class
A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, without the consent of the Holders of any of the
Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-1-5









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-1-6









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-1-7









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  	
 
	
  
 
  	
   
 
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature Guaranteed
  




A-1-8









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-1-9









EXHIBIT A-2


FORM OF CLASS A-2PFL CERTIFICATE


CLASS A-2PFL COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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
  	
  
 
  	
  
Class   Principal Balance of the Class A-2PFL Certificates as of the Closing Date:
$428,194,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class A-2PFL Certificate as of the   Closing
Date: $428,194,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. A-2PFL-1
  	
  
 
  	
  
CUSIP   No.  9297667C1
  




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


A-2-1









THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE 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-2PFL 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, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS (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 AND CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB
CERTIFICATES,  


A-2-2









THE CLASS A-4 CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES
AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


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-2PFL Certificate (obtained
by dividing the principal amount of this Class A-2PFL Certificate (its “Certificate Principal Balance”) as of the
Closing Date by the aggregate principal amount of all the Class A-2PFL Certificates (their “Class Principal
Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by the Class A-2PFL Regular
Interest 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), LNR Partners,
Inc. (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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the
Holders of the Class A-2PFL Certificates on the applicable Distribution Date pursuant to the Agreement.  Distributions in
respect of the Class A-2PFL Certificates may depend, in part, on payments from the Swap Counterparty under the Swap Contract as more
specifically set forth in the Agreement.


                    All
distributions made under the Agreement on the Class A-2PFL 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


A-2-3









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 Floating Rate 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.  With respect to the Class A-2PFL Certificates, (1) interest will be calculated on the basis of the actual number of
days in the month and assuming each year has 360 days, and (2) the “Interest Accrual Period” with respect to any
Distribution Date, is 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 calculated on the basis of the actual number of days in such Interest
Accrual Period and assuming each year has 360 days; provided, however, that if a Class A-2PFL Distribution Conversion, as
provided in the Pooling and Servicing Agreement, has occurred, the Interest Accrual Period for the Class A-2PFL Certificates with
respect to any Distribution Date shall be the calendar month preceding the month in which such Distribution Date occurs and is
assumed to consist of 30 days and each year is assumed to consist of 360 days.  Distributions in respect of the Class A-2PFL
Certificates may depend, in part, on payments from the Swap Counterparty under the Swap Contract as more specifically set forth in
the Agreement.


                    Any
distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and
all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such distribution is made upon this Certificate.


A-2-4









                    The
Class A-2PFL Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-2PFL Certificates are
exchangeable for new Class A-2PFL 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-2PFL 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-2PFL 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-2PFL 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-2PFL 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.


A-2-5









                    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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M, Class
A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, without the consent of the Holders of any of the
Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-2-6









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-2-7









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-2-8









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature Guaranteed
  




A-2-9









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-2-10









EXHIBIT A-3


FORM OF CLASS A-2C CERTIFICATE


CLASS A-2C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  Pass-Through   Rate:  Variable
  	
  
 
  	
  
Class   Principal Balance of the Class A-2C Certificates as of the Closing Date:
$177,270,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class A-2C Certificate as of the   Closing
Date: $177,270,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First Distribution   Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. A-2C-1
  	
  
 
  	
  
CUSIP   No.  9297667D9
  




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


A-3-1









THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS A-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 AND THE CLASS P CERTIFICATES, OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE
OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-2PFL CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB
CERTIFICATES, THE CLASS A-4 CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY
THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-2C Certificate (obtained
by dividing the principal amount of this Class A-2C Certificate (its “Certificate Principal Balance”) as of the
Closing Date by the aggregate principal amount of all the Class A-2C Certificates (their “Class Principal Balance”)
as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-2C 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), LNR Partners, Inc.
(herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.


A-3-2









                    Pursuant
to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each,
a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately succeeding, commencing in November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the Holders
of the Class A-2C Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the
Agreement on the Class A-2C 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-2C Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


                    Any
distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and
all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such distribution is made upon this Certificate.


A-3-3









                    The
Class A-2C Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-2C Certificates are
exchangeable for new Class A-2C 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-2C 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-2C 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-2C 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-2C 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.


A-3-4









                    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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M, Class
A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, without the consent of the Holders of any of the
Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-3-5









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


Dated: October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-3-6









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-3-7









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
   
  	
  
Signature Guaranteed
  




A-3-8









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-3-9









EXHIBIT A-4


FORM OF CLASS A-3 CERTIFICATE


CLASS A-3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  
Pass-Through   Rate:  Variable
  	
  
 
  	
  
Class   Principal Balance of the Class A-3 Certificates as of the Closing Date:
$183,113,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class A-3 Certificate as of the Closing   Date:
$183,113,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
   
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No.  A-3-1
  	
  
 
  	
  
CUSIP   No.  9297667E7
  



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE
CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


A-4-1









THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS A-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 AND THE CLASS P CERTIFICATES, OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE
OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-2PFL CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-PB
CERTIFICATES, THE CLASS A-4 CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY
THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-3 Certificate (obtained by
dividing the principal amount of this Class A-3 Certificate (its “Certificate Principal Balance”) as of the Closing
Date by the aggregate principal amount of all the Class A-3 Certificates (their “Class Principal Balance”) as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-3 Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the
Agreement), Wachovia Bank, National Association (herein
called the “Master Servicer”, which term includes any successor entity under the Agreement), LNR Partners, Inc.
(herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.


A-4-2









                    Pursuant
to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each,
a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately succeeding, commencing in November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the Holders
of the Class A-3 Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the
Agreement on the Class A-3 Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying
Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as
it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined
without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final
distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is
to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to
any such other address of which the Paying Agent is subsequently notified in writing.


                    The
Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans,
all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate
Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in
certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain
expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.


                    Interest
accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate
for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the
Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class
A-3 Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


                    Any
distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and
all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such distribution is made upon this Certificate.


A-4-3









                    The
Class A-3 Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-3 Certificates are
exchangeable for new Class A-3 Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-3 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
service charge will be imposed for any registration of transfer or exchange of Class A-3 Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class A-3 Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.


                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder to purchase from the
Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement
of the Class A-3 Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date specified on the face hereof.


A-4-4









                    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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M, Class
A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, without the consent of the Holders of any of the
Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-4-5









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-4-6









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-4-7









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
   
  	
  
Signature Guaranteed
  




A-4-8









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-4-9









EXHIBIT A-5


FORM OF CLASS A-PB CERTIFICATE


CLASS A-PB COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  
Pass-Through   Rate:  Variable
  	
  
 
  	
  
Class Principal   Balance of the Class A-PB Certificates as of the Closing Date:
$148,638,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class A-PB Certificate as of the   Closing
Date: $148,638,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
   
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. A-PB-1
  	
  
 
  	
  
CUSIP   No.  9297667F4
  



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE
CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


A-5-1









THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS A-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 AND THE CLASS P CERTIFICATES, OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE
OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-2PFL CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3
CERTIFICATES, THE CLASS A-4 CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY
THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-PB Certificate
(obtained by dividing the principal amount of this Class A-PB Certificate (its “Certificate Principal
Balance”) as of the Closing Date by the aggregate principal amount of all the Class A-PB Certificates (their
“Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest
evidenced by all the Class A-PB Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the
“Depositor”, which term includes any successor entity under the Agreement),
Wachovia Bank, National Association (herein called the “Master Servicer” which terms include any successor entity
under the Agreement), LNR Partners, Inc. (herein called the “Special Servicer,” which term includes any successor
entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any
successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the
extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This
Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


A-5-2









                    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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the Holders
of the Class A-PB Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under
the Agreement on the Class A-PB Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying
Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as
it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined
without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense
previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such
final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is
to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to
any such other address of which the Paying Agent is subsequently notified in writing.


                    The
Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans,
all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate
Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in
certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain
expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.


                    Interest
accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate
for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the
Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the
Class A-PB Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to
consist of 30 days.


                    Any
distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and
all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such distribution is made upon this Certificate.


A-5-3









                    The
Class A-PB Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-PB Certificates are
exchangeable for new Class A-PB Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-PB Certificates
in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
service charge will be imposed for any registration of transfer or exchange of Class A-PB Certificates, but the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Class A-PB Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.


                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other
liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master
Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of
all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the
Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise
of such right will effect early retirement of the Class A-PB Certificates; however, such right to purchase is subject to the
aggregate Stated Principal Balance of the Mortgage Pool 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.


A-5-4









                    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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer, and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer, and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the
amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or
designated portions thereof) as consisting of two separate REMICs and two grantor trusts, without the consent of the Holders of
any of the Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-5-5









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


Dated: October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-5-6









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-5-7









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through
Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the
Trust Fund.


                    I
(we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following
address:  __________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
   
  	
  
Signature Guaranteed
  




A-5-8









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be
mailed to _________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-5-9









EXHIBIT A-6


FORM OF CLASS A-4 CERTIFICATE


CLASS A-4 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  
Pass-Through   Rate:  Variable
  	
  
 
  	
  
Class   Principal Balance of the Class A-4 Certificates as of the Closing Date:
$917,453,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class A-4 Certificate as of the Closing   Date:
$500,000,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
   
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No.  A-4-1
  	
  
 
  	
  
CUSIP   No.  9297667G2
  



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE
CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


A-6-1









THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


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-J, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS
L, CLASS M, CLASS N, CLASS O AND THE CLASS P CERTIFICATES, OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE
OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-2PFL CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3
CERTIFICATES, THE CLASS A-PB CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED
BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-4 Certificate (obtained by
dividing the principal amount of this Class A-4 Certificate (its “Certificate Principal Balance”) as of the Closing
Date by the aggregate principal amount of all the Class A-4 Certificates (their “Class Principal Balance”) as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-4 Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the
Agreement), Wachovia Bank, National Association (herein
called the “Master Servicer”, which term includes any successor entity under the Agreement), LNR Partners, Inc.
(herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.


A-6-2









                    Pursuant
to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each,
a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately succeeding, commencing in November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the Holders
of the Class A-4 Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the
Agreement on the Class A-4 Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying
Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as
it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined
without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final
distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is
to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to
any such other address of which the Paying Agent is subsequently notified in writing.


                    The
Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans,
all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate
Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in
certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain
expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.


                    Interest
accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate
for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the
Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class
A-4 Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


                    Any
distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and
all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such distribution is made upon this Certificate.


A-6-3









                    The
Class A-4 Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-4 Certificates are
exchangeable for new Class A-4 Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-4 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
service charge will be imposed for any registration of transfer or exchange of Class A-4 Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class A-4 Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.


                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder to purchase from the
Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement
of the Class A-4 Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date specified on the face hereof.


A-6-4









                    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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M, Class
A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, without the consent of the Holders of any of the
Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-6-5









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-6-6









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-6-7









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
   
  	
  
Signature Guaranteed
  




A-6-8









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-6-9









EXHIBIT A-6-2


FORM OF CLASS A-4 CERTIFICATE


CLASS A-4 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  
Pass-Through   Rate:  Variable
  	
  
 
  	
  
Class   Principal Balance of the Class A-4 Certificates as of the Closing Date:
$917,450,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class A-4 Certificate as of the Closing   Date:
$417,450,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
   
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No.  A-4-2
  	
  
 
  	
  
CUSIP   No.  9297667G2
  



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE
CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


A-6-2-1









THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS A-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 AND THE CLASS P CERTIFICATES, OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE
OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-2PFL CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3
CERTIFICATES, THE CLASS A-PB CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED
BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-4 Certificate (obtained by
dividing the principal amount of this Class A-4 Certificate (its “Certificate Principal Balance”) as of the Closing
Date by the aggregate principal amount of all the Class A-4 Certificates (their “Class Principal Balance”) as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-4 Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the
Agreement), Wachovia Bank, National Association (herein
called the “Master Servicer”, which term includes any successor entity under the Agreement), LNR Partners, Inc.
(herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.


A-6-2-2









                    Pursuant
to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each,
a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately succeeding, commencing in November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the Holders
of the Class A-4 Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the
Agreement on the Class A-4 Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying
Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as
it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined
without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final
distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is
to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to
any such other address of which the Paying Agent is subsequently notified in writing.


                    The
Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans,
all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate
Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in
certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain
expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.


                    Interest
accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate
for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the
Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class
A-4 Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


                    Any
distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and
all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such distribution is made upon this Certificate.


A-6-2-3









                    The
Class A-4 Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-4 Certificates are
exchangeable for new Class A-4 Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-4 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
service charge will be imposed for any registration of transfer or exchange of Class A-4 Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class A-4 Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.


                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder to purchase from the
Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement
of the Class A-4 Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date specified on the face hereof.


A-6-2-4









                    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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M, Class
A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, without the consent of the Holders of any of the
Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-6-2-5









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-6-2-6









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-6-2-7









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
   
  	
  
Signature Guaranteed
  




A-6-2-8









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-6-2-9









EXHIBIT A-7


FORM OF CLASS A-1A CERTIFICATE


CLASS A-1A COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  
Pass-Through   Rate:  Variable
  	
  
 
  	
  
Class   Principal Balance of the Class A-6 Certificates as of the Closing Date:
$350,788,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class A-6 Certificate as of the Closing   Date:
$350,788,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
   
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. A-1A-1
  	
  
 
  	
  
CUSIP   No.  9297667B3
  



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE
CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


A-7-1









THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS A-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 AND THE CLASS P CERTIFICATES, OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE
OF THIS CERTIFICATE, THE CLASS A-1 CERTIFICATES, THE CLASS A-2PFL CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3
CERTIFICATES, THE CLASS A-PB CERTIFICATES AND THE CLASS A-4 CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY
THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-1A Certificate (obtained
by dividing the principal amount of this Class A-1A Certificate (its “Certificate Principal Balance”) as of the
Closing Date by the aggregate principal amount of all the Class A-1A Certificates (their “Class Principal Balance”)
as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-1A Certificates in the Trust Fund
created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under
the Agreement), Wachovia Bank, National Association (herein
called the “Master Servicer”, which term includes any successor entity under the Agreement), LNR Partners, Inc.
(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 


A-7-2









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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the Holders
of the Class A-1A Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the
Agreement on the Class A-1A Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying
Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as
it appears in the Certificate Register.  Notwithstanding the 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.


A-7-3









                    Any
distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and
all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such distribution is made upon this Certificate.


                    The
Class A-1A Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-1A Certificates are
exchangeable for new Class A-1A Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-1A Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
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, 


A-7-4









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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M, Class
A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, without the consent of the Holders of any of the
Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-7-5









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-7-6









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-7-7









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
   
  	
  
Signature Guaranteed
  




A-7-8









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-7-9









EXHIBIT A-8-1


FORM OF CLASS IO CERTIFICATE


CLASS IO COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  
Pass-Through   Rate:  Variable
  	
  
 
  	
  
Aggregate   Certificate Notional Amount of all Class IO Certificates as of the Closing   Date:
$3,250,165,041
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Certificate   Notional Amount of this Class IO Certificate as of the Closing Date:
$500,000,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
   
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No.  IO-1
  	
  
 
  	
  
CUSIP   No.  92976BAN2
  



THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE
HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET
FORTH IN THE AGREEMENT.


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE


A-8-1-1









OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS “REGULAR
INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
“EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1) OF REGULATION D UNDER THE SECURITIES
ACT.  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 CONDITION IS SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE
FOREGOING.


BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS IO CERTIFICATES WILL BE
REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE 


A-8-1-2









CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY
THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING
NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. 


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class IO Certificate in that
certain beneficial ownership interest evidenced by all the Class IO Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc.
(herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank,
National Association (herein called the “Master Servicer”, which term includes any successor entity under the
Agreement), LNR Partners, Inc. (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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the
Holders of the Class IO Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate
applicable to the Class IO Certificates for each Distribution Date is as provided in the Agreement.  All distributions made
under the Agreement on the Class IO Certificates will be made by Wells Fargo Bank, 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


A-8-1-3









Account, the Distribution Account and, if established, the REO Account may be made from time to
time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the
reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such
Advances and expenses.


                    Interest
accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate
for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the
Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class
IO Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


                    The
Class IO Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class IO Certificates are
exchangeable for new Class IO Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class IO Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
transfer of any Class IO Certificate shall be made unless that transfer is made pursuant to an effective registration statement under
the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction
which does not require such registration or qualification.  If such a transfer is to be made without registration under the
Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it
receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as
Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be
made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, 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 IO Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class IO Certificate without registration or
qualification.  Any Class IO Certificateholder desiring to effect


A-8-1-4









such a transfer shall, and by the acceptance of its Class IO 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 IO Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class IO Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.


                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the
Class IO Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at
the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
specified on the face hereof.


                    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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


A-8-1-5









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 two grantor trusts, without the consent of the Holders of any of the Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-8-1-6









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-1-7









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-1-8









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature Guaranteed
  




A-8-1-9









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-8-1-10









EXHIBIT A-8-2


FORM OF CLASS IO CERTIFICATE


CLASS IO COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  Pass-Through   Rate:  Variable
  	
  
 
  	
  
Aggregate   Certificate Notional Amount of all Class IO Certificates as of the Closing   Date:
$3,250,165,041
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Certificate   Notional Amount of this Class IO Certificate as of the Closing Date:
$500,000,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. IO-2
  	
  
 
  	
  
CUSIP   No.  92976BAN2
  




THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE
HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET
FORTH IN THE AGREEMENT.


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE


A-8-2-1









OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS “REGULAR
INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
“EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1) OF REGULATION D UNDER THE SECURITIES
ACT.  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 CONDITION IS SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE
FOREGOING.


BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS IO CERTIFICATES WILL
BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE


A-8-2-2









CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY
THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING
NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. 


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class IO Certificate in that
certain beneficial ownership interest evidenced by all the Class IO Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc.
(herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank,
National Association (herein called the “Master Servicer”, which term includes any successor entity under the
Agreement), LNR Partners, Inc. (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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the Holders
of the Class IO Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to
the Class IO Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the
Agreement on the Class IO Certificates will be made by Wells Fargo Bank, 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


A-8-2-3









Account, the Distribution Account and, if established, the REO Account may be made from time to
time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the
reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such
Advances and expenses.


                    Interest
accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate
for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the
Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class
IO Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


                    The
Class IO Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class IO Certificates are
exchangeable for new Class IO Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class IO Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
transfer of any Class IO Certificate shall be made unless that transfer is made pursuant to an effective registration statement under
the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction
which does not require such registration or qualification.  If such a transfer is to be made without registration under the
Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it
receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as
Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be
made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, 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 IO Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class IO Certificate without registration or
qualification.  Any Class IO Certificateholder desiring to effect


A-8-2-4









such a transfer shall, and by the acceptance of its Class IO 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 IO Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class IO Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.


                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the
Class IO Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at
the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
specified on the face hereof.


                    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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer,


A-8-2-5









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 two grantor trusts, without the consent of the Holders of any of the Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-8-2-6









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-2-7









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-2-8









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature Guaranteed
  




A-8-2-9









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-8-2-10









EXHIBIT A-8-3


FORM OF CLASS IO CERTIFICATE


CLASS IO COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  Pass-Through   Rate:  Variable
  	
  
 
  	
  
Aggregate   Certificate Notional Amount of all Class IO Certificates as of the Closing   Date:
$3,250,165,041
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Certificate   Notional Amount of this Class IO Certificate as of the Closing Date:
$500,000,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. IO-3
  	
  
 
  	
  
CUSIP   No.  92976BAN2
  




THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE
HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET
FORTH IN THE AGREEMENT.


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE


A-8-3-1









OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS “REGULAR
INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
“EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1) OF REGULATION D UNDER THE SECURITIES
ACT.  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 CONDITION IS SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE
FOREGOING.


BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS IO CERTIFICATES WILL
BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE 


A-8-3-2









CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY
THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING
NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. 


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class IO Certificate in that
certain beneficial ownership interest evidenced by all the Class IO Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc.
(herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank,
National Association (herein called the “Master Servicer”, which term includes any successor entity under the
Agreement), LNR Partners, Inc. (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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the Holders
of the Class IO Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to
the Class IO Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the
Agreement on the Class IO Certificates will be made by Wells Fargo Bank, 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


A-8-3-3









Account, the Distribution Account and, if established, the REO Account may be made from time to
time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the
reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such
Advances and expenses.


                    Interest
accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate
for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the
Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class
IO Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


                    The
Class IO Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class IO Certificates are
exchangeable for new Class IO Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class IO Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
transfer of any Class IO Certificate shall be made unless that transfer is made pursuant to an effective registration statement under
the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction
which does not require such registration or qualification.  If such a transfer is to be made without registration under the
Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it
receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as
Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be
made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, 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 IO Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class IO Certificate without registration or
qualification.  Any Class IO Certificateholder desiring to effect 


A-8-3-4









such a transfer shall, and by the acceptance of its Class IO 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 IO Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class IO Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.


                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the
Class IO Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at
the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
specified on the face hereof.


                    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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, 


A-8-3-5









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 two grantor trusts, without the consent of the Holders of any of the Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-8-3-6









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-3-7









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-3-8









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature Guaranteed
  




A-8-3-9









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-8-3-10









EXHIBIT A-8-4


FORM OF CLASS IO CERTIFICATE


CLASS IO COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  Pass-Through   Rate:  Variable
  	
  
 
  	
  
Aggregate   Certificate Notional Amount of all Class IO Certificates as of the Closing   Date:
$3,250,165,041
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Certificate   Notional Amount of this Class IO Certificate as of the Closing Date:
$500,000,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No.  IO-4
  	
  
 
  	
  
CUSIP   No.  92976BAN2
  




THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE
HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET
FORTH IN THE AGREEMENT.


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE


A-8-4-1









OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS “REGULAR
INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
“EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1) OF REGULATION D UNDER THE SECURITIES
ACT.  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 CONDITION IS SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE
FOREGOING.


BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS IO CERTIFICATES WILL
BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE 


A-8-4-2









CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY
THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING
NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. 


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class IO Certificate in that
certain beneficial ownership interest evidenced by all the Class IO Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc.
(herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank,
National Association (herein called the “Master Servicer”, which term includes any successor entity under the
Agreement), LNR Partners, Inc. (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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the Holders
of the Class IO Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to
the Class IO Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the
Agreement on the Class IO Certificates will be made by Wells Fargo Bank, 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


A-8-4-3









Account, the Distribution Account and, if established, the REO Account may be made from time to
time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the
reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such
Advances and expenses.


                    Interest
accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate
for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the
Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class
IO Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


                    The
Class IO Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class IO Certificates are
exchangeable for new Class IO Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class IO Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
transfer of any Class IO Certificate shall be made unless that transfer is made pursuant to an effective registration statement under
the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction
which does not require such registration or qualification.  If such a transfer is to be made without registration under the
Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it
receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as
Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be
made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, 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 IO Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class IO Certificate without registration or qualification. Any
Class IO Certificateholder desiring to effect


A-8-4-4









such a transfer shall, and by the acceptance of its Class IO 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 IO Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class IO Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.


                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder to
purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect
early retirement of the Class IO Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance
of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date specified on the face hereof.


                    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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer,


A-8-4-5









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 two grantor trusts, without the consent of the Holders of any of the Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-8-4-6









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-4-7









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-4-8









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature Guaranteed
  




A-8-4-9









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-8-4-10









EXHIBIT A-8-5


FORM OF CLASS IO CERTIFICATE


CLASS IO COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  Pass-Through   Rate:  Variable
  	
  
 
  	
  
Aggregate   Certificate Notional Amount of all Class IO Certificates as of the Closing   Date:
$3,250,165,041
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Certificate   Notional Amount of this Class IO Certificate as of the Closing Date:
$500,000,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No.  IO-5
  	
  
 
  	
  
CUSIP   No.  92976BAN2
  




THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE
HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET
FORTH IN THE AGREEMENT.


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE


A-8-5-1









OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS “REGULAR
INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
“EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1) OF REGULATION D UNDER THE SECURITIES
ACT.  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 CONDITION IS SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE
FOREGOING.


BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS IO CERTIFICATES WILL
BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE


A-8-5-2









CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY
THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING
NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. 


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class IO Certificate in that
certain beneficial ownership interest evidenced by all the Class IO Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc.
(herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank,
National Association (herein called the “Master Servicer”, which term includes any successor entity under the
Agreement), LNR Partners, Inc. (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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the Holders
of the Class IO Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to
the Class IO Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the
Agreement on the Class IO Certificates will be made by Wells Fargo Bank, 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


A-8-5-3









Account, the Distribution Account and, if established, the REO Account may be made from time to
time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the
reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such
Advances and expenses.


                    Interest
accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate
for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the
Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class
IO Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


                    The
Class IO Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class IO Certificates are
exchangeable for new Class IO Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class IO Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
transfer of any Class IO Certificate shall be made unless that transfer is made pursuant to an effective registration statement under
the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction
which does not require such registration or qualification.  If such a transfer is to be made without registration under the
Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it
receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as
Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be
made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, 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 IO Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class IO Certificate without registration or
qualification.  Any Class IO Certificateholder desiring to effect 


A-8-5-4









such a transfer shall, and by the acceptance of its Class IO 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 IO Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class IO Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.


                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the
Class IO Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at
the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
specified on the face hereof.


                    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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer,


A-8-5-5









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 two grantor trusts, without the consent of the Holders of any of the Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-8-5-6









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-5-7









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-5-8









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature Guaranteed
  




A-8-5-9









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-8-5-10









EXHIBIT A-8-6


FORM OF CLASS IO CERTIFICATE


CLASS IO COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  Pass-Through   Rate:  Variable
  	
  
 
  	
  
Aggregate   Certificate Notional Amount of all Class IO Certificates as of the Closing   Date:
$3,250,165,041
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Certificate   Notional Amount of this Class IO Certificate as of the Closing Date:
$500,000,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No.  IO-6
  	
  
 
  	
  
CUSIP   No.  92976BAN2
  




THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE
HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET
FORTH IN THE AGREEMENT.


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE


A-8-6-1









OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS “REGULAR
INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
“EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1) OF REGULATION D UNDER THE SECURITIES
ACT.  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 CONDITION IS SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE
FOREGOING.


BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS IO CERTIFICATES WILL
BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE 


A-8-6-2









CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY
THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING
NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. 


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class IO Certificate in that
certain beneficial ownership interest evidenced by all the Class IO Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc.
(herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank,
National Association (herein called the “Master Servicer”, which term includes any successor entity under the
Agreement), LNR Partners, Inc. (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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the Holders
of the Class IO Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to
the Class IO Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the
Agreement on the Class IO Certificates will be made by Wells Fargo Bank, 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


A-8-6-3









Account, the Distribution Account and, if established, the REO Account may be made from time to
time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the
reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such
Advances and expenses.


                    Interest
accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate
for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the
Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class
IO Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


                    The
Class IO Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class IO Certificates are
exchangeable for new Class IO Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class IO Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
transfer of any Class IO Certificate shall be made unless that transfer is made pursuant to an effective registration statement under
the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction
which does not require such registration or qualification.  If such a transfer is to be made without registration under the
Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it
receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as
Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be
made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, 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 IO Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class IO Certificate without registration or
qualification.  Any Class IO Certificateholder desiring to effect


A-8-6-4









such a transfer shall, and by the acceptance of its Class IO 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 IO Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class IO Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.


                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the
Class IO Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at
the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
specified on the face hereof.


                    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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer,


A-8-6-5









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 two grantor trusts, without the consent of the Holders of any of the Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-8-6-6









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-6-7









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-6-8









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature Guaranteed
  




A-8-6-9









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-8-6-10









EXHIBIT A-8-7


FORM OF CLASS IO CERTIFICATE


CLASS IO COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  Pass-Through   Rate:  Variable
  	
  
 
  	
  
Aggregate   Certificate Notional Amount of all Class IO Certificates as of the Closing   Date:
$3,250,165,041
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Certificate   Notional Amount of this Class IO Certificate as of the Closing Date:
$250,165,041
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No.  IO-7
  	
  
 
  	
  
CUSIP   No.  92976BAN2
  




THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE
HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET
FORTH IN THE AGREEMENT.


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE


A-8-7-1









OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS “REGULAR
INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
“EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1) OF REGULATION D UNDER THE SECURITIES
ACT.  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 CONDITION IS SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE
FOREGOING.


BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS IO CERTIFICATES WILL
BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE


A-8-7-2









CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY
THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING
NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. 


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class IO Certificate in that
certain beneficial ownership interest evidenced by all the Class IO Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc.
(herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank,
National Association (herein called the “Master Servicer”, which term includes any successor entity under the
Agreement), LNR Partners, Inc. (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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the Holders
of the Class IO Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to
the Class IO Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the
Agreement on the Class IO Certificates will be made by Wells Fargo Bank, 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


A-8-7-3









Account, the Distribution Account and, if established, the REO Account may be made from time to
time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the
reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such
Advances and expenses.


                    Interest
accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate
for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the
Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class
IO Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


                    The
Class IO Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class IO Certificates are
exchangeable for new Class IO Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class IO Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
transfer of any Class IO Certificate shall be made unless that transfer is made pursuant to an effective registration statement under
the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction
which does not require such registration or qualification.  If such a transfer is to be made without registration under the
Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it
receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as
Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be
made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, 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 IO Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class IO Certificate without registration or
qualification.  Any Class IO Certificateholder desiring to effect 


A-8-7-4









such a transfer shall, and by the acceptance of its Class IO 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 IO Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class IO Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.


                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the
Class IO Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at
the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
specified on the face hereof.


                    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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer,


A-8-7-5









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 two grantor trusts, without the
consent of the Holders of any of the Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-8-7-6









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-7-7









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-7-8









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature Guaranteed
  




A-8-7-9









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-8-7-10









EXHIBIT A-9


FORM OF CLASS A-M CERTIFICATE


CLASS A-M COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  Pass-Through   Rate:  Variable
  	
  
 
  	
  
Class   Principal Balance of the Class A-M Certificates as of the Closing Date:
$325,017,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class A-M Certificates as of the   Closing
Date: $325,017,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. A-M-1
  	
  
 
  	
  
CUSIP   No.  9297667J6
  




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


A-9-1









THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2PFL
CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE
CLASS A-1A CERTIFICATES AND THE CLASS IO CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS
A-2PFL CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES
AND THE CLASS A-1A CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN
ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-M Certificates (obtained
by dividing the principal amount of this Class A-M Certificates (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


A-9-2









any successor entity under the Agreement), LNR Partners, Inc. (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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the Holders
of the Class A-M Certificate 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.


A-9-3









                    Interest
accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate
for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the
Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class
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, 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


A-9-4









other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and
(ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as
provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but
does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the
Class 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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M, Class
A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, without the consent of the Holders of any of the
Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-9-5









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-9-6









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
  




A-9-7









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
   
  	
  
Signature Guaranteed
  




A-9-8









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-9-9









EXHIBIT A-10


FORM OF CLASS A-J CERTIFICATE


CLASS A-J COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  
Pass-Through   Rate:  Variable
  	
  
 
  	
  
Class Principal   Balance of the Class A-J Certificates as of the Closing Date:
$215,323,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class A-J Certificate as of the   Closing
Date: $215,323,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
   
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. A-J-1
  	
  
 
  	
  
CUSIP   No.  9297667K3
  



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE
CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


A-10-1









THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2PFL
CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE
CLASS A-1A CERTIFICATES, THE CLASS IO CERTIFICATES AND THE CLASS A-M CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS
A-2PFL CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-1A CERTIFICATES AND THE CLASS A-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 B, CLASS C, CLASS D,
CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES
IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED
BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-J Certificate
(obtained by dividing the principal amount of this Class A-J Certificate (its “Certificate Principal
Balance”) as of the Closing Date by the aggregate principal amount of all the Class A-J Certificates (their
“Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest
evidenced by all the Class A-J Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc.


A-10-2









(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), LNR Partners, Inc. (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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the Holders
of the Class A-J Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under
the Agreement on the Class A-J Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying
Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as
it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined
without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense
previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such
final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is
to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to
any such other address of which the Paying Agent is subsequently notified in writing.


                    The
Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans,
all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate
Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in
certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain
expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.


A-10-3









                    Interest
accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate
for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the
Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the
Class A-J Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to
consist of 30 days.


                    Any
distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and
all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such distribution is made upon this Certificate.


                    The
Class A-J Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-J Certificates are
exchangeable for new Class A-J Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-J Certificates
in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
service charge will be imposed for any registration of transfer or exchange of Class A-J Certificates, but the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Class A-J Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.


                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or


A-10-4









other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund,
and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price
determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The
Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to
purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will
effect early retirement of the Class 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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer, and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer, and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the
amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or
designated portions thereof) as consisting of two separate REMICs and two grantor trusts, without the consent of the Holders of
any of the Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-10-5









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


Dated: October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
   
  	
  
 
  	
  
Authorized   Representative
  




A-10-6









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-10-7









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through
Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the
Trust Fund.


                    I
(we) further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following
address:  __________________________________________________.


Dated:  _________________________

	
   
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature Guaranteed
  




A-10-8









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be
mailed to _________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-10-9









EXHIBIT A-11


FORM OF CLASS B CERTIFICATE


CLASS B COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  
Pass-Through   Rate:  Variable
  	
  
 
  	
  
Class   Principal Balance of the Class B Certificates as of the Closing Date:
$65,003,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class B Certificate as of the   Closing
Date: $65,003,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
   
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. B-1
  	
  
 
  	
  
CUSIP   No.  9297667L1
  




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


A-11-1









THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.
 NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES
OR ANY OTHER PERSON.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2PFL
CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE
CLASS A-1A CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS A-M CERTIFICATES AND THE CLASS A-J CERTIFICATES OF THE SAME SERIES TO
THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS
A-2PFL CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4
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 AND CLASS P CERTIFICATES OF THE
SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES
EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class B Certificate (obtained by
dividing the principal amount of this Class B Certificate (its “Certificate Principal Balance”) as of the Closing
Date by the aggregate principal amount of all the Class B Certificates (their “Class Principal Balance”) as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the Class B Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the


A-11-2









“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), LNR Partners, Inc. (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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the Holders
of the Class B Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the
Agreement on the Class B Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”),
by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate
Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final
distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is
to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to
any such other address of which the Paying Agent is subsequently notified in writing.


                    The
Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans,
all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate
Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in
certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain
expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.


A-11-3









                    Interest
accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate
for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the
Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class B
Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


                    Any
distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and
all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such distribution is made upon this Certificate.


                    The
Class B Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class B Certificates are
exchangeable for new Class B Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested
by the Holder surrendering the same.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class B Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
service charge will be imposed for any registration of transfer or exchange of Class B Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class B Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.


                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or


A-11-4









other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and
(ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as
provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but
does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the
Class 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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, without the consent of the Holders of any of the
Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-11-5









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-11-6









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-11-7









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
   
  	
  
Signature Guaranteed
  




A-11-8









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-11-9









EXHIBIT A-12


FORM OF CLASS C CERTIFICATE


CLASS C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  
Pass-Through   Rate:  Variable
  	
  
 
  	
  
Class   Principal Balance of the Class C Certificates as of the Closing Date:
$32,502,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial Certificate   Principal Balance of this Class C Certificate as of the Closing
Date:   $32,502,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
   
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. C-1
  	
  
 
  	
  
CUSIP   No.  9297667M9
  



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE
CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


A-12-1









THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2PFL
CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE
CLASS A-1A CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES AND THE CLASS B
CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS
A-2PFL CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4
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 AND CLASS
P CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class C Certificate (obtained by dividing the principal amount
of this Class C Certificate (its “Certificate Principal
Balance”) as of the Closing Date by the aggregate principal amount of
all the Class C Certificates (their “Class Principal Balance”)
as of the Closing Date) in that certain beneficial ownership interest evidenced
by all the Class C Certificates in the Trust Fund created pursuant to a Pooling
and Servicing Agreement, dated as specified above (the



A-12-2









“Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein
called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), LNR
Partners, Inc. (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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the Holders
of the Class C Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the
Agreement on the Class C Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”),
by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate
Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final
distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is
to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to
any such other address of which the Paying Agent is subsequently notified in writing.


                    The
Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans,
all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate
Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in
certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the
Mortgage Loans and the payment of interest on such Advances and expenses. 


A-12-3









                    Interest
accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate
for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the
Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class C
Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


                    Any
distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and
all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such distribution is made upon this Certificate.


                    The
Class C Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class C Certificates are
exchangeable for new Class C Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested
by the Holder surrendering the same.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
service charge will be imposed for any registration of transfer or exchange of Class C Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class C Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.


                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the
contrary.                   



A-12-4








                    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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, ClassA-1A, Class A-M, Class
A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, without the consent of the Holders of any of the
Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-12-5









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-12-6









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-12-7









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
   
  	
  
Signature Guaranteed
  




A-12-8









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-12-9









EXHIBIT A-13


FORM OF CLASS D CERTIFICATE


CLASS D COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  
Pass-Through   Rate:  Variable
  	
  
 
  	
  
Class   Principal Balance of the Class D Certificates as of the Closing Date:
$60,941,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class D Certificate as of the   Closing
Date: $60,941,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
   
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. D-1
  	
  
 
  	
  
CUSIP   No.  9297667N7
  



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE
CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


A-13-1









THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


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-2PFL
CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE
CLASS A-1A CERTIFICATES, THE CLASS IO CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES
AND THE CLASS C CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS
A-2PFL CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS B CERTIFICATES AND THE CLASS C CERTIFICATES OF THE
SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P
CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN
LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class D Certificate (obtained by
dividing the principal amount of this Class D Certificate (its “Certificate Principal Balance”) as of the Closing
Date by the aggregate principal amount of all the Class D Certificates (their “Class Principal Balance”) as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the Class D Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the 


A-13-2









“Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein
called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), LNR
Partners, Inc. (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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the Holders
of the Class D Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the
Agreement on the Class D Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”),
by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate
Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final
distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is
to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to
any such other address of which the Paying Agent is subsequently notified in writing.


                    The
Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans,
all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate
Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in
certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain
expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.


A-13-3









                    Interest
accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate
for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the
Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class D
Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


                    Any
distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and
all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such distribution is made upon this Certificate.


                    The
Class D Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class D Certificates are
exchangeable for new Class D Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested
by the Holder surrendering the same.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class D Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
service charge will be imposed for any registration of transfer or exchange of Class D Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class D Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.


                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.



A-13-4





                    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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, without the consent of the Holders of any of the
Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-13-5









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-13-6









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-13-7









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
   
  	
  Signature Guaranteed
  



A-13-8








DISTRIBUTION INSTRUCTIONS

                    The
Assignee should include the following for purposes of distribution:

                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.

                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.

                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.

A-13-9









EXHIBIT A-14


FORM OF CLASS E CERTIFICATE


CLASS E COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  
Pass-Through   Rate:  Variable
  	
  
 
  	
  
Class   Principal Balance of the Class E Certificates as of the Closing Date:   $36,564,000

  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class E Certificate as of the Closing   Date:
$36,564,000 
  
	
  
 
  	
  
 
  	
  
 
  
	
  Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
Certificate   No. E-1
  	
  
 
  	
  
CUSIP   No.  92976BAA0 
  




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


A-14-1









 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2PFL
CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE
CLASS A-1A CERTIFICATES, THE CLASS IO 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 TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
“EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1) OF REGULATION D UNDER THE SECURITIES
ACT.  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 CONDITION IS SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE
FOREGOING.


A-14-2









IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS
A-2PFL CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES AND THE
CLASS D CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND
CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY
CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class E Certificate (obtained by
dividing the principal amount of this Class E Certificate (its “Certificate Principal Balance”) as of the Closing
Date by the aggregate principal amount of all the Class E Certificates (their “Class Principal Balance”) as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the Class E Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the
Agreement), Wachovia Bank, National Association (herein called the
“Master Servicer”, which term includes any successor entity under the Agreement), LNR Partners, Inc. (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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the Holders
of the Class E Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under
the


A-14-3









Agreement on the Class E Certificates will be made by Wells Fargo Bank, N.A., as paying agent
(the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto
at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with
wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of
a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder
as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the
Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate,
which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the
Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.


                    The
Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans,
all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate
Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in
certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain
expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.


                    Interest
accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate
for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the
Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class E
Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


                    Any
distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and
all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such distribution is made upon this Certificate.


                    The
Class E Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class E Certificates are
exchangeable for new Class E Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested
by the Holder surrendering the same.


A-14-4









                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class E Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
transfer of any Class E Certificate shall be made unless that transfer is made pursuant to an effective registration statement under
the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction
which does not require such registration or qualification.  If such a transfer is to be made without registration under the
Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it
receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as
Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be
made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder
desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is
based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the
Class E Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class E Certificate without registration or qualification. 
Any Class E Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class E Certificate agrees to,
indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No
service charge will be imposed for any registration of transfer or exchange of Class E Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class E Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.


                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.


A-14-5









                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the
Class E Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at
the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
specified on the face hereof.


                    In
addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and
Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if
the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and  (ii) the Class A-1, Class A-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, 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.


A-14-6









                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-14-7









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-14-8









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-14-9









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ________________________________________________ 
(please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust
Fund evidenced by the within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	 	 
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature Guaranteed
  




A-14-10









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-14-11









EXHIBIT A-15


FORM OF CLASS F CERTIFICATE


CLASS F COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  
Pass-Through   Rate:  Variable
  	
  
 
  	
  
Class   Principal Balance of the Class F Certificates as of the Closing Date:
$40,627,000
  
	
   
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class F Certificate as of the Closing   Date:
$40,627,000 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. F-1
  	
  
 
  	
  
CUSIP   No.  92976BAB8 
  




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


A-15-1









THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.



SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2PFL
CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE
CLASS A-1A CERTIFICATES, THE CLASS IO 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 TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
“EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1) OF REGULATION D UNDER THE SECURITIES
ACT.  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 CONDITION IS SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE
FOREGOING.


A-15-2









IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS
A-2PFL CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-M CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS
D CERTIFICATES AND THE CLASS E CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS
M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE.


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class F Certificate (obtained by
dividing the principal amount of this Class F Certificate (its “Certificate Principal Balance”) as of the Closing
Date by the aggregate principal amount of all the Class F Certificates (their “Class Principal Balance”) as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the Class F Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the
Agreement), Wachovia Bank, National Association (herein called the
“Master Servicer”, which term includes any successor entity under the Agreement), LNR Partners, Inc. (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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the
Holders of the Class F Certificates on the 


A-15-3









applicable Distribution Date pursuant to the Agreement.  All distributions made under the
Agreement on the Class F Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”),
by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate
Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final
distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is
to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to
any such other address of which the Paying Agent is subsequently notified in writing.


                    The
Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans,
all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate
Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in
certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain
expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.


                    Interest
accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate
for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the
Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class F
Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


                    Any
distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and
all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such distribution is made upon this Certificate.


                    The
Class F Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class F Certificates are
exchangeable for new Class F Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested
by the Holder surrendering the same.


A-15-4









                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class F Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
transfer of any Class F Certificate shall be made unless that transfer is made pursuant to an effective registration statement under
the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction
which does not require such registration or qualification.  If such a transfer is to be made without registration under the
Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it
receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as
Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be
made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder
desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is
based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the
Class F Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class F Certificate without registration or qualification. 
Any Class F Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class F Certificate agrees to,
indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No
service charge will be imposed for any registration of transfer or exchange of Class F Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class F Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.

                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person


A-15-5









in whose name this Certificate is registered as the owner hereof for all purposes whatsoever
and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or
any such agent shall be affected by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the
Class F Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at
the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
specified on the face hereof.


                    In
addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and
Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if
the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and  (ii) the Class A-1, Class A-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, 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.


A-15-6









                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-15-7









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-15-8









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-15-9









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	 	 
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature Guaranteed
  




A-15-10









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-15-11









EXHIBIT A-16


FORM OF CLASS G CERTIFICATE


CLASS G COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  Pass-Through   Rate:  Variable
  	
  
 
  	
  
Class   Principal Balance of the Class G Certificates as of the Closing Date:
$32,502,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class G Certificate as of the Closing   Date:
$32,502,000 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. G-1
  	
  
 
  	
  
CUSIP   No.  92976BAC6
  




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


A-16-1









THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2PFL
CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE
CLASS A-1A CERTIFICATES, THE CLASS IO 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 TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
“EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1) OF REGULATION D UNDER THE SECURITIES
ACT.  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 CONDITION IS SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE
FOREGOING.


A-16-2









IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS
A-2PFL CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4
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 AND CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE
TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class G Certificate (obtained by
dividing the principal amount of this Class G Certificate (its “Certificate Principal Balance”) as of the Closing
Date by the aggregate principal amount of all the Class G Certificates (their “Class Principal Balance”) as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the Class G Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the
Agreement), Wachovia Bank, National Association (herein called the
“Master Servicer”, which term includes any successor entity under the Agreement), LNR Partners, Inc. (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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the
Holders of the Class G Certificates on the 


A-16-3









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, 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.


A-16-4









                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class G Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
transfer of any Class G Certificate shall be made unless that transfer is made pursuant to an effective registration statement under
the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction
which does not require such registration or qualification.  If such a transfer is to be made without registration under the
Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it
receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as
Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be
made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder
desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is
based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the
Class G Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class G Certificate without registration or qualification. 
Any Class G Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class G Certificate agrees to,
indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No
service charge will be imposed for any registration of transfer or exchange of Class G Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class G Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.

                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person 


A-16-5









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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, 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.


A-16-6









                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-16-7









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-16-8









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-16-9









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	 	 
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature Guaranteed
  




A-16-10









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-16-11









EXHIBIT A-17


FORM OF CLASS H CERTIFICATE


CLASS H COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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:   $40,627,000

  
	
   
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class H Certificate as of the Closing   Date:
$40,627,000 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate Stated   Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. H-1
  	
  
 
  	
  
CUSIP   No.  92976BAD4
  




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


A-17-1









THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2PFL
CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE
CLASS A-1A CERTIFICATES, THE CLASS IO 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 TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
“EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1) OF REGULATION D UNDER THE SECURITIES
ACT.  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 CONDITION IS SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE
FOREGOING.


A-17-2









IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS
A-2PFL CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4
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 AND CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED
TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES
EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class H Certificate (obtained by
dividing the principal amount of this Class H Certificate (its “Certificate Principal Balance”) as of the Closing
Date by the aggregate principal amount of all the Class H Certificates (their “Class Principal Balance”) as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the Class H Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the
Agreement), Wachovia Bank, National Association (herein called the
“Master Servicer”, which term includes any successor entity under the Agreement), LNR Partners, Inc. (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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, 


A-17-3









to the Person in whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the
Holders of the Class 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, 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.


A-17-4









                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class H Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
transfer of any Class H Certificate shall be made unless that transfer is made pursuant to an effective registration statement under
the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction
which does not require such registration or qualification.  If such a transfer is to be made without registration under the
Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it
receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as
Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be
made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder
desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is
based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the
Class H Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class H Certificate without registration or qualification. 
Any Class H Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class H Certificate agrees to,
indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No
service charge will be imposed for any registration of transfer or exchange of Class H Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class H Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.


A-17-5









                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the
Class 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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, without the consent of the Holders of any of the
Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


A-17-6









                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-17-7









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-17-8









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-17-9









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	 	 
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature Guaranteed
  




A-17-10









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-17-11









EXHIBIT A-18


FORM OF CLASS J CERTIFICATE


CLASS J COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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:
$16,250,000
  
	 	 	 
	
  Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class J Certificate as of the Closing   Date:
$16,250,000 
  
	 	 	 
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482 
  
	 	 	 
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	 	 	 
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	 	 	 
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	 	 	 
	
  
Certificate   No. J-1
  	
  
 
  	
  
CUSIP   No.  92976BAE2 
  



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE
CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


A-18-1









THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.





SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2PFL
CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE
CLASS A-1A CERTIFICATES, THE CLASS IO 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 TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
“EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE
REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
(“PTE 95-60”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY
CERTIFICATE,
DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF
THE FOREGOING.


A-18-2









  IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS
A-2PFL CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS
D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES AND THE CLASS H CERTIFICATES OF THE SAME
SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL
BALANCE OF THE CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY
THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class J Certificate (obtained by
dividing the principal amount of this Class J Certificate (its “Certificate Principal Balance”) as of the Closing
Date by the aggregate principal amount of all the Class J Certificates (their “Class Principal Balance”) as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the Class J Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the
Agreement), Wachovia Bank, National Association (herein called the
“Master Servicer”, which term includes any successor entity under the Agreement), LNR Partners, Inc. (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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above,


A-18-3









to the Person in whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the
Holders of the Class J Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under
the Agreement on the Class J Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying
Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this
Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense
previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final
distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is
to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate
Register or to any such other address of which the Paying Agent is subsequently notified in writing.


                    The
Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans,
all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate
Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in
certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain
expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.


                    Interest
accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate
for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the
Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class J
Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


                    Any
distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and
all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such distribution is made upon this Certificate.


                    The
Class J Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class J Certificates are
exchangeable for new Class J Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested
by the Holder surrendering the same.


A-18-4









                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class J Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
transfer of any Class J Certificate shall be made unless that transfer is made pursuant to an effective registration statement under
the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction
which does not require such registration or qualification.  If such a transfer is to be made without registration under the
Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it
receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as
Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be
made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder
desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is
based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the
Class J Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class J Certificate without registration or qualification. 
Any Class J Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class J Certificate agrees to,
indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No
service charge will be imposed for any registration of transfer or exchange of Class J Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class J Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.


A-18-5









                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the
Class 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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, without the consent of the Holders of any of the
Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


A-18-6









                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-18-7









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-18-8









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-18-9









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	 	 
	
  
 
  	
   
 
	
  
 
  	
   
 
	
   
 	
  


  
	
  
 
  	
  
Signature Guaranteed
  




A-18-10









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-18-11









EXHIBIT A-19


FORM OF CLASS K CERTIFICATE


CLASS K COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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:
$16,251,000
  
	
   
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class K Certificate as of the Closing   Date:
$16,251,000 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. K-1
  	
  
 
  	
  
CUSIP   No.  92976BAF9 
  




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


A-19-1









THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2PFL
CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE
CLASS A-1A CERTIFICATES, THE CLASS IO 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 TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
“EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE
REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
(“PTE 95-60”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL 


A-19-2









BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE
FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS
A-2PFL CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4
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 AND CLASS P
CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED
BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class K Certificate (obtained by
dividing the principal amount of this Class K Certificate (its “Certificate Principal Balance”) as of the Closing
Date by the aggregate principal amount of all the Class K Certificates (their “Class Principal Balance”) as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the Class K Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the
Agreement), Wachovia Bank, National Association (herein called the
“Master Servicer”, which term includes any successor entity under the Agreement), LNR Partners, Inc. (herein called
the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A.
(herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.


                    Pursuant
to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each,
a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the 


A-19-3









Business Day immediately succeeding, commencing in November 2005 (each, a
“Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class 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.


A-19-4









                    The
Class K Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class K Certificates are
exchangeable for new Class K Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested
by the Holder surrendering the same.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class K Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
transfer of any Class K Certificate shall be made unless that transfer is made pursuant to an effective registration statement under
the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction
which does not require such registration or qualification.  If such a transfer is to be made without registration under the
Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it
receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as
Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be
made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder
desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is
based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the
Class K Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class K Certificate without registration or qualification. 
Any Class K Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class K Certificate agrees to,
indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No
service charge will be imposed for any registration of transfer or exchange of Class K Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class K Certificates.



                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede
& Co. or in such other name as is requested by an authorized representative
of DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.




A-19-5









                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the
Class 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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, without the consent of the Holders of any of the
Certificates.


A-19-6









                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-19-7









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-19-8









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-19-9









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
   
 
	 	 
	
  
 
  	
   
 
	
  
 
  	
  


  
	
  
 
  	
  
Signature Guaranteed
  




A-19-10









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-19-11









EXHIBIT A-20


FORM OF CLASS L CERTIFICATE


CLASS L COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  
Pass-Through   Rate:  Variable
  	
  
 
  	
  
Class   Principal Balance of the Class L Certificates as of the Closing Date:   $16,251,000

  
	
   
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class L Certificate as of the Closing   Date:
$16,251,000 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. L-1
  	
  
 
  	
  
CUSIP   No.  92976BAG7 
  




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


A-20-1









THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.



SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2PFL
CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE
CLASS A-1A CERTIFICATES, THE CLASS IO 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 TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
“EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE
REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
(“PTE 95-60”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL 


A-20-2









BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE
FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS
A-2PFL CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4
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 AND CLASS P
CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class L Certificate (obtained by
dividing the principal amount of this Class L Certificate (its “Certificate Principal Balance”) as of the Closing
Date by the aggregate principal amount of all the Class L Certificates (their “Class Principal Balance”) as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the Class L Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the
Agreement), Wachovia Bank, National Association (herein called the
“Master Servicer”, which term includes any successor entity under the Agreement), LNR Partners, Inc. (herein called
the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A.
(herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.


A-20-3









                    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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the Holders
of the Class 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.


A-20-4









                    The
Class L Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class L Certificates are
exchangeable for new Class L Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested
by the Holder surrendering the same.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class L Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
transfer of any Class L Certificate shall be made unless that transfer is made pursuant to an effective registration statement under
the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction
which does not require such registration or qualification.  If such a transfer is to be made without registration under the
Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it
receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as
Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be
made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder
desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is
based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the
Class L Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class L Certificate without registration or qualification. 
Any Class L Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class L Certificate agrees to,
indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No
service charge will be imposed for any registration of transfer or exchange of Class L Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class L Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.


A-20-5









                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the
Class 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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, without the consent of the Holders of any of the
Certificates.


A-20-6









                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-20-7









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-20-8









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	 	 	 
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-20-9









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature Guaranteed
  




A-20-10









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-20-11









EXHIBIT A-21


FORM OF CLASS M CERTIFICATE


CLASS M COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  
Pass-Through   Rate:  Variable
  	
  
 
  	
  
Class Principal   Balance of the Class M Certificates as of the Closing Date: $8,126,000

  
	
   
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class M Certificate as of the Closing   Date:
$8,126,000 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. M-1
  	
  
 
  	
  
CUSIP   No.  92976BAH5 
  




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


A-21-1









THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2PFL
CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE
CLASS A-1A CERTIFICATES, THE CLASS IO 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 TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
“EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE
REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
(“PTE 95-60”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL


A-21-2









BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE
FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS
A-2PFL CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4
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 AND CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ABOVE.


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class 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), LNR Partners, Inc. (herein called
the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A.
(herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.


A-21-3









                    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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the Holders
of the Class 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.


A-21-4









                    The
Class M Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class M Certificates are
exchangeable for new Class M Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested
by the Holder surrendering the same.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class M Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
transfer of any Class M Certificate shall be made unless that transfer is made pursuant to an effective registration statement under
the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction
which does not require such registration or qualification.  If such a transfer is to be made without registration under the
Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it
receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as
Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be
made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder
desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is
based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the
Class M Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class M Certificate without registration or qualification. 
Any Class M Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class M Certificate agrees to,
indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No
service charge will be imposed for any registration of transfer or exchange of Class M Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class M Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.


A-21-5









                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the
Class M Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at
the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
specified on the face hereof.


                    In
addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and
Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if
the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and  (ii) the Class A-1, Class A-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, without the consent of the Holders of any of the
Certificates.


A-21-6









                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-21-7









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-21-8









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-21-9









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
   
 
	 	 
	
  
 
  	
   
 
	
   
 	
  


  
	
  
 
  	
  
Signature Guaranteed
  




A-21-10









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-21-11









EXHIBIT A-22


FORM OF CLASS N CERTIFICATE


CLASS N COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  
Pass-Through   Rate:  Variable
  	
  
 
  	
  
Class   Principal Balance of the Class N Certificates as of the Closing Date:   $12,188,000

  
	
   
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial Certificate   Principal Balance of this Class N Certificate as of the Closing Date:
$12,188,000 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. N-1
  	
  
 
  	
  
CUSIP   No.  92976BAJ1 
  




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


A-22-1









THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2PFL
CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE
CLASS A-1A CERTIFICATES, THE CLASS IO 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 TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
“EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE
REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
(“PTE 95-60”). 


A-22-2









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-2PFL CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4
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 AND CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class 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), LNR Partners, Inc. (herein called
the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A.
(herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.


A-22-3









                    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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the Holders
of the Class N Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the
Agreement on the Class N Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”),
by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate
Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final
distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is
to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to
any such other address of which the Paying Agent is subsequently notified in writing.


                    The
Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans,
all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate
Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in
certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain
expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.


                    Interest
accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate
for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the
Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class N
Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


                    Any
distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and
all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such distribution is made upon this Certificate.


A-22-4









                    The
Class N Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class N Certificates are
exchangeable for new Class N Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested
by the Holder surrendering the same.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class N Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
transfer of any Class N Certificate shall be made unless that transfer is made pursuant to an effective registration statement under
the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction
which does not require such registration or qualification.  If such a transfer is to be made without registration under the
Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it
receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as
Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be
made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder
desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is
based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the
Class N Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class N Certificate without registration or qualification. 
Any Class N Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class N Certificate agrees to,
indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No
service charge will be imposed for any registration of transfer or exchange of Class N Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class N Certificates.


A-22-5









                    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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, without the consent of the Holders of any of the
Certificates.


A-22-6









                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-22-7









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-22-8









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	 	 	 
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-22-9









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
   
 
	
  
 
  	
   
 
	
  
 
  	
   
 
	
  
 
  	
  


  
	
  
 
  	
  
Signature Guaranteed
  




A-22-10









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-22-11









EXHIBIT A-23


FORM OF CLASS O CERTIFICATE


CLASS O COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  
Pass-Through   Rate:  Variable
  	
  
 
  	
  
Class   Principal Balance of the Class O Certificates as of the Closing Date:   $8,125,000

  
	
   
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class O Certificate as of the Closing   Date:
$8,125,000 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. O-1
  	
  
 
  	
  
CUSIP   No.  92976BAK8
  




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


A-23-1









THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2PFL
CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE
CLASS A-1A CERTIFICATES, THE CLASS IO 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 TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
“EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE
REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
(“PTE 95-60”). 


A-23-2









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-2PFL CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4
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 CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                    This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class 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), LNR Partners, Inc. (herein called
the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A.
(herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein
have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.


A-23-3









                    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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the Holders
of the Class O Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the
Agreement on the Class O Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”),
by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate
Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final
distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is
to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to
any such other address of which the Paying Agent is subsequently notified in writing.


                    The
Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans,
all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate
Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in
certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain
expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.


                    Interest
accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate
for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the
Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class O
Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30
days.


                    Any
distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and
all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such distribution is made upon this Certificate.


A-23-4









                    The
Class O Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the
Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class O Certificates are
exchangeable for new Class O Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested
by the Holder surrendering the same.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class O Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
transfer of any Class O Certificate shall be made unless that transfer is made pursuant to an effective registration statement under
the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction
which does not require such registration or qualification.  If such a transfer is to be made without registration under the
Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it
receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as
Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be
made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder
desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is
based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the
Class O Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class O Certificate without registration or qualification. 
Any Class O Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class O Certificate agrees to,
indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No
service charge will be imposed for any registration of transfer or exchange of Class O Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class O Certificates.


A-23-5









                    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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, without the consent of the Holders of any of the
Certificates.


A-23-6









                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-23-7









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-23-8









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-23-9









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	 	 
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature Guaranteed
  




A-23-10









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-23-11









EXHIBIT A-24


FORM OF CLASS P CERTIFICATE


CLASS P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  
Pass-Through   Rate:  Variable
  	
  
 
  	
  
Class   Principal Balance of the Class P Certificates as of the Closing Date:
$48,753,041
  
	
   
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class P Certificate as of the Closing   Date:
$48,753,041 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. P-1
  	
  
 
  	
  
CUSIP   No.  92976BAL6 
  




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


A-24-1









THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2PFL
CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE
CLASS A-1A CERTIFICATES, THE CLASS IO 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 TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
“EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE
REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III 


A-24-2









OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTE
95-60”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
DEEMED) 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-2PFL CERTIFICATES, THE CLASS A-2C CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4
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.  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), LNR Partners, Inc. (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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above,


A-24-3









to the Person in whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the
Holders of the Class 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, 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.


A-24-4









                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
transfer of any Class P Certificate shall be made unless that transfer is made pursuant to an effective registration statement under
the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction
which does not require such registration or qualification.  If such a transfer is to be made without registration under the
Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it
receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as
Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be
made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder
desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is
based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the
Class P Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class P Certificate without registration or qualification. 
Any Class P Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class P Certificate agrees to,
indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No
service charge will be imposed for any registration of transfer or exchange of Class P Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class P Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of
DTC.


A-24-5









                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the
Class 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-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, without the consent of the Holders of any of the
Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


A-24-6









                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-24-7









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-24-8









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-24-9









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	 	 
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature Guaranteed
  




A-24-10









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-24-11









EXHIBIT A-25


FORM OF CLASS R-I CERTIFICATE


CLASS R-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Percentage   Interest evidenced by this Class R-I Certificate: 100%
  
	
   
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. R-I-1
  	
  
 
  	
  
 
  




THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2PFL, CLASS A-2C, CLASS A-3, CLASS
A-PB, CLASS A-4, CLASS A-1A, CLASS A-M, CLASS IO, CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN. 


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF
THIS


A-25-1









CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
“EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY
CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN
VIOLATION OF THE FOREGOING.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.  CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE
ADDITIONAL TAX RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN.  IF ANY PERSON BECOMES THE REGISTERED HOLDER OF THIS CERTIFICATE
IN VIOLATION OF SUCH TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH
PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.


                    This
certifies that Wachovia Bank, National Association is the registered owner of the Percentage Interest evidenced by this Class R-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), LNR Partners, Inc. (herein called the “Special Servicer”, which
term includes any successor entity under the Agreement) and Wells
Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the
capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.


A-25-2









                    Pursuant
to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each,
a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately succeeding, commencing in November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount, if any, required to be distributed to the
Holders of the Class R-I Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made
under the Agreement on this Class R-I Certificate will be made by check mailed to the address of the Person entitled thereto, as such
name and address appear in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate
will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


                    The
Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans,
all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate
Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in
certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain
expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.


                    The
Class R-I Certificates are issuable in fully registered form only without coupons in minimum denominations representing Percentage
Interests specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class
R-I Certificates are exchangeable for new Class R-I Certificates in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class R-I Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
transfer of any Class R-I Certificate shall be made unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a
transaction which does not require such registration or qualification.  If a transfer of any R-I Certificate is to be
made


A-25-3









without registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their affiliates), then the Certificate
Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the
Agreement; or (ii) an Opinion of Counsel satisfactory to the Certificate Registrar to the effect that such transfer may be made
without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder
desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is
based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the
Class R-I Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class R-I Certificate without registration or qualification.  Any Class R-I
Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class R-I Certificate agrees to, indemnify
the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is
not so exempt or is not made in accordance with such federal and state laws.


                    No
transfer of this Class R-I Certificate or any interest therein shall be made to (A) a Plan or (B) any Person who is directly or
indirectly purchasing the Class R-I Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan (including, without limitation, any insurance company using assets in its general or separate account that may
constitute assets of a Plan).  As a condition to its registration of transfer of this Class R-I Certificate, the Certificate
Registrar shall have the right to require the prospective transferee of such Certificate, if it is not a Plan or Person described in
clause (B) of the preceding sentence, to execute a certification to that effect substantially in the form of Exhibit H to the
Agreement.


                    This
Certificate represents an interest in the “residual interest” in REMIC I as defined in the Agreement.  Each Person who
has or who acquires any Ownership Interest in this Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the Agreement and, if any purported Transferee shall
become a Holder of this Certificate in violation of the provisions of such Section 5.02(d), to have irrevocably authorized Wells
Fargo Bank, N.A., as paying agent (the “Paying Agent”), under clause (ii)(A) of such Section 5.02(d) to deliver
payments to a Person other than such Person and to have irrevocably authorized the Certificate Registrar under clause (ii)(B) of such
Section 5.02(d) to negotiate the terms of any mandatory sale and to
execute all instruments of Transfer and to do all other things necessary in connection with any such sale.  Each Person holding
or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee and shall promptly notify the Master Servicer,
the Paying Agent and the Certificate Registrar of any change or impending change in its status as a Permitted Transferee.  In
connection with any proposed Transfer of any Ownership Interest in this Certificate, the Certificate Registrar shall require delivery
to it, and shall not register the Transfer of this Certificate until its receipt of an affidavit and agreement substantially in the
form attached as Exhibit I-1 to the Agreement 


A-25-4









(a “Transfer Affidavit and Agreement”) from the proposed Transferee, in form
and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is a
Permitted Transferee, that it is not acquiring its Ownership Interest in this Certificate as a nominee, trustee or agent for any
Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in this Certificate, it will
endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of Section 5.02(d) of the Agreement and agrees to
be bound by them.  Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee, if a Responsible
Officer of the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of
an Ownership Interest in this Certificate to such proposed Transferee shall be effected. 
The proposed Transferee must also state in the Transfer Affidavit and Agreement that (A) it has historically paid its debts as they
have come due and intends to continue to pay its debts as they come due in the future, (B) it understands that it may incur tax
liabilities with respect to this certificate in excess of cash flows generated thereby, (C) it intends to pay any taxes associated
with holding this certificate as they become due, (D) it will not cause income from this certificate to be attributable to a foreign
permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of its own or of any other person and
(E) it will not transfer this certificate to any person or entity that does not provide a similar affidavit.  Any purported
transfer to a disqualified organization or other person that is not a permitted transferee or otherwise in violation of these
restrictions shall be absolutely null and void and shall vest no rights in any purported
transferee.  If this certificate represents a “non-economic residual interest”, as defined in Treasury Regulations
Section 1.860E-1(c), transfers of this certificate may be disregarded for federal income tax purposes.  In order to satisfy a
regulatory safe harbor under which such transfers will not be disregarded, the transferor may be required, among other things, to
satisfy itself as to the financial condition of the proposed transferee and either to transfer at a minimum price or to an eligible
transferee as specified in regulations.


                    Each
Person holding or acquiring any Ownership Interest in this Certificate shall agree (x) to require a Transfer Affidavit and Agreement
from any other Person to whom such Person attempts to transfer its Ownership Interest herein and (y) not to transfer its Ownership
Interest unless it provides to the Certificate Registrar a certificate substantially in the form attached as Exhibit I-2 to the
Agreement stating that, among other things, it has no actual knowledge that such other Person is not a Permitted Transferee. 
Each Person holding or acquiring an Ownership Interest in this Certificate, by purchasing such Ownership Interest herein, agrees to
give the Master Servicer and the Trustee written notice that it is a “pass-through interest holder” within the meaning of
temporary Treasury Regulation Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring such Ownership Interest, if it is, or is holding such Ownership Interest on behalf of, a
“pass-through interest holder”.


                    The
provisions of Section 5.02(d) of the Agreement may be modified, added to or eliminated, provided that there shall have been delivered
to the Certificate Registrar and the Master Servicer the following: (a) written confirmation from each Rating Agency to the effect
that the modification of, addition to or elimination of such provisions will not cause such Rating Agency to qualify, downgrade or
withdraw its then-current ratings of any Class of Certificates; and (b) an Opinion of Counsel, in form and substance satisfactory to
the Certificate Registrar and the Master Servicer, obtained at the expense of the party seeking such modification of, addition to or
elimination of such provisions (but in no event at the expense of the Trust Fund), to the


A-25-5









effect that such modification of, addition to or elimination of such provisions will not cause
the Trust Fund to (x) cease to qualify as two REMICs or (y) be subject to an entity-level tax caused by the transfer of this Class
R-I Certificate to a Person which is not a Permitted Transferee, or cause a Person other than the prospective Transferee to be
subject to a REMIC-related tax caused by the transfer of this Class R-I Certificate to a Person which is not a Permitted
Transferee.


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


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


                    No
service charge will be imposed for any registration of transfer or exchange of Class R-I Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class R-I Certificates.


A-25-6









                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time
of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on
the face hereof.


                    In
addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and
Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if
the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and  (ii) the Class A-1, Class A-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, without the consent of the Holders of any of the
Certificates.


A-25-7









                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-25-8









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-25-9









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
   
  	
  
 
  	
  
Authorized   Representative
  





A-25-10









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	
  
 
  	
  
 
  
	 	 
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature Guaranteed
  



A-25-11









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-25-12









EXHIBIT A-26


FORM OF CLASS R-II CERTIFICATE


CLASS R-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Percentage   Interest evidenced by this Class R-II Certificate: 100%
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. R-II-1
  	
  
 
  	
  
 
  




THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2PFL, CLASS A-2C, CLASS A-3, CLASS
A-PB, CLASS A-4, CLASS A-1A, CLASS A-M, CLASS IO, CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN. 


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933
(THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF
THIS


A-26-1









CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE
BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE,
OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”).  EACH PERSON WHO
ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE
FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.  CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE
ADDITIONAL TAX RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN.  IF ANY PERSON BECOMES THE REGISTERED HOLDER OF THIS CERTIFICATE
IN VIOLATION OF SUCH TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH
PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.


                    This
certifies that Wachovia Bank, National Association is the registered owner of the Percentage Interest evidenced by this Class R-II
Certificate (as specified above) in that certain beneficial ownership interest evidenced by all the Class R-II Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among
Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor
entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term
includes any successor entity under the Agreement), LNR Partners, Inc. (herein called the “Special Servicer”, which
term includes any successor entity under the Agreement) and
Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement),
a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the
capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.


A-26-2









                    Pursuant
to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each,
a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a
Business Day, the Business Day immediately succeeding, commencing in November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount, if any, required to be distributed to the
Holders of the Class R-II Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made
under the Agreement on this Class R-II Certificate will be made by check mailed to the address of the Person entitled thereto, as
such name and address appear in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this
Certificate will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


                    The
Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans,
all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate
Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in
certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain
expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.


                    The
Class R-II Certificates are issuable in fully registered form only without coupons in minimum denominations representing Percentage
Interests specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class
R-II Certificates are exchangeable for new Class R-II Certificates in authorized denominations evidencing the same aggregate
Percentage Interest, as requested by the Holder surrendering the same.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class R-II Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
transfer of any Class R-II Certificate shall be made unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a
transaction which does not require such registration or qualification.  If a transfer of any R-II Certificate is to be
made


A-26-3









without registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their affiliates), then the Certificate
Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the
Agreement; or (ii) an Opinion of Counsel satisfactory to the Certificate Registrar to the effect that such transfer may be made
without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder
desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is
based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the
Class R-II Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class R-II Certificate without registration or qualification.  Any Class R-II
Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class R-II Certificate agrees to, indemnify
the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is
not so exempt or is not made in accordance with such federal and state laws.


                    No
transfer of this Class R-II Certificate or any interest therein shall be made to (A) a Plan or (B) any Person who is directly or
indirectly purchasing the Class R-II Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan (including, without limitation, any insurance company using assets in its general or separate account that may
constitute assets of a Plan).  As a condition to its registration of transfer of this Class R-II Certificate, the Certificate
Registrar shall have the right to require the prospective transferee of such Certificate, if it is not a Plan or Person described in
clause (B) of the preceding sentence, to execute a certification to that effect substantially in the form of Exhibit H to the
Agreement.


                    This
Certificate represents the “residual interest” in REMIC II, as defined in the Agreement.  Each Person who has or who
acquires any Ownership Interest in this Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to
have agreed to be bound by the provisions of Section 5.02(d) of the Agreement and, if any purported Transferee shall become a Holder
of this Certificate in violation of the provisions of such Section 5.02(d), to have irrevocably authorized Wells Fargo Bank, N.A., as
paying agent (the “Paying Agent”), under clause (ii)(A) of such Section 5.02(d) to deliver payments to a Person
other than such Person and to have irrevocably authorized the Certificate Registrar under clause (ii)(B) of such Section 5.02(d) to
negotiate the terms of any mandatory sale and to execute
all instruments of Transfer and to do all other things necessary in connection with any such sale.  Each Person holding or
acquiring any Ownership Interest in this Certificate must be a Permitted Transferee and shall promptly notify the Master Servicer,
the Paying Agent and the Certificate Registrar of any change or impending change in its status as a Permitted Transferee.  In
connection with any proposed Transfer of any Ownership Interest in this Certificate, the Certificate Registrar shall require delivery
to it, and shall not register the Transfer of this Certificate until its receipt of an affidavit and agreement substantially in the
form attached as Exhibit I-1 to the Agreement 


A-26-4









(a “Transfer Affidavit and Agreement”) from the proposed Transferee, in form
and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is a
Permitted Transferee, that it is not acquiring its Ownership Interest in this Certificate as a nominee, trustee or agent for any
Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in this Certificate, it will
endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of Section 5.02(d) of the Agreement and agrees to
be bound by them.  Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee, if a Responsible
Officer of the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of
an Ownership Interest in this Certificate to such proposed Transferee shall be effected. The
proposed Transferee must also state in the Transfer Affidavit and Agreement that (A) it has historically paid its debts as they have
come due and intends to continue to pay its debts as they come due in the future, (B) it understands that it may incur tax
liabilities with respect to this certificate in excess of cash flows generated thereby, (C) it intends to pay any taxes associated
with holding this certificate as they become due, (D) it will not cause income from this certificate to be attributable to a foreign
permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of its own or of any other person and
(E) it will not transfer this certificate to any person or entity that does not provide a similar affidavit.  Any purported
transfer to a disqualified organization or other person that is not a permitted transferee or otherwise in violation of these
restrictions shall be absolutely null and void and shall vest no rights in any purported transferee.  If
this certificate represents a “non-economic residual interest”, as defined in Treasury Regulations Section 1.860E-1(c),
transfers of this certificate may be disregarded for federal income tax purposes.  In order to satisfy a regulatory safe harbor
under which such transfers will not be disregarded, the transferor may be required, among other things, to satisfy itself as to the
financial condition of the proposed transferee and either to transfer at a minimum price or to an eligible transferee as specified in
regulations.


                    Each
Person holding or acquiring any Ownership Interest in this Certificate shall agree (x) to require a Transfer Affidavit and Agreement
from any other Person to whom such Person attempts to transfer its Ownership Interest herein and (y) not to transfer its Ownership
Interest unless it provides to the Certificate Registrar a certificate substantially in the form attached as Exhibit I-2 to the
Agreement stating that, among other things, it has no actual knowledge that such other Person is not a Permitted Transferee. 
Each Person holding or acquiring an Ownership Interest in this Certificate, by purchasing such Ownership Interest herein, agrees to
give the Master Servicer and the Trustee written notice that it is a “pass-through interest holder” within the meaning of
temporary Treasury Regulation Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring such Ownership Interest, if it is, or is holding such Ownership Interest on behalf of, a
“pass-through interest holder”.


                    The
provisions of Section 5.02(d) of the Agreement may be modified, added to or eliminated, provided that there shall have been delivered
to the Certificate Registrar and the Master Servicer the following: (a) written confirmation from each Rating Agency to the effect
that the modification of, addition to or elimination of such provisions will not cause such Rating Agency to qualify, downgrade or
withdraw its then-current ratings of any Class of Certificates; and (b) an Opinion of Counsel, in form and substance satisfactory to
the Certificate Registrar and the Master Servicer, obtained at the expense of the party seeking such modification of, addition to or
elimination of such provisions (but in no event at the expense of the Trust Fund), to the


A-26-5









effect that such modification of, addition to or elimination of such provisions will not cause
the Trust Fund to (x) cease to qualify as two REMICs or (y) be subject to an entity-level tax caused by the Transfer of any Class
R-II Certificate to a Person which is not a Permitted Transferee, or cause a Person other than the prospective Transferee to be
subject to a REMIC-related tax caused by the transfer of this Class R-II Certificate to a Person which is not a Permitted
Transferee.


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


                    A
“Non-United States Person” is any Person (i) other than a United States Person or (ii) who is a United States Person
with respect to whom income on this Certificate is allocable to a foreign permanent establishment or fixed base (within the meaning
of an applicable income tax treaty) of such Person or any other United States Person.  A “United States Person”
is a citizen or resident of the United States, a corporation or partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) created or organized in, or under the laws of the United States, any State thereof or
the District of Columbia unless in the case of a partnership, Treasury Regulations are adopted that provide otherwise, an estate
whose income is includable in gross income for United States federal
income tax purposes regardless of its source, or a trust if a court within the United States is able to exercise primary supervision
over the administration of the trust and one or more United States Persons have the authority to control all substantial decisions of
the trust, all within the meaning of Section 7701(a) (30) of the Code.


                    No
service charge will be imposed for any registration of transfer or exchange of Class R-II Certificates, but the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Class R-II Certificates.


A-26-6









                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time
of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on
the face hereof.


                    In
addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and
Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if
the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and (ii) the Class A-1, Class A-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M, Class
A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the
Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of
Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made
upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated
portions thereof) as consisting of two separate REMICs and two grantor trusts, without the consent of the Holders of any of the
Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


A-26-7









                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-26-8









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-26-9









CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-26-10









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	 	 
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature Guaranteed
  




A-26-11









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.


                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.


                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.


A-26-12









EXHIBIT A-27


FORM OF CLASS Z CERTIFICATE


CLASS Z COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C21


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


WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

	
  
Date of   Pooling and Servicing Agreement: as of October 1, 2005
  	
  
 
  	
  
Percentage   Interest evidenced by this Class Z Certificate: 100%
  
	
   
  	
  
 
  	
  
 
  
	
  
Closing   Date:  October 27, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:
$3,275,616,482   
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  November 18, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  Special   Servicer:  LNR Partners, Inc.
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. Z-1
  	
  
 
  	
  
 
  




THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE
HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO RECEIVE DISTRIBUTIONS OF ADDITIONAL INTEREST AS SET FORTH IN THE
AGREEMENT. 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL
MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. 
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH


A-27-1









REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
“EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY
CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN
VIOLATION OF THE FOREGOING.


                    This
certifies that LNR Partners, 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), LNR Partners, Inc. (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 November 2005 (each, a “Determination
Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose
name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of
such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to the
Holders of the Class Z Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under
the Agreement on the Class Z Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying
Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefor, if such 


A-27-2









Certificateholder shall have provided the Paying Agent with wiring instructions no less than
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate
Register.  Notwithstanding the foregoing, the final distribution on this Certificate will be made in like manner, but only upon
presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution.


                    The
Certificates are limited in right of distribution to certain collections and recoveries of Additional Interest payable on the
Mortgage Loans, all as more specifically set forth herein and in the Agreement. 


                    The
Class Z Certificates are issuable in fully registered form only without coupons in minimum denominations representing Percentage
Interests specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class
Z Certificates are exchangeable for new Class Z Certificates in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.


                    Any
distribution to the Holder of this Certificate is binding on such Holder and all future Holders of this Certificate and any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is
made upon this Certificate.


                    As
provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in
the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class Z Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                    No
transfer of any Class Z Certificate shall be made unless that transfer is made pursuant to an effective registration statement under
the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction
which does not require such registration or qualification.  If such a transfer is to be made without registration under the
Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it
receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as
Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the
Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be
made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts 


A-27-3









surrounding such transfer from the Certificateholder desiring to effect such transfer and/or
such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the
Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class Z Certificates under the Securities
Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class
Z Certificate without registration or qualification.  Any Class Z Certificateholder desiring to effect such a transfer shall,
and by the acceptance of its Class Z Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and
the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal
and state laws.


                    No
service charge will be imposed for any registration of transfer or exchange of Class Z Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Class Z Certificates.


                    The
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected
by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the
Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the
last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO
Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or
the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the
Class Z Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at
the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
specified on the face hereof.


                    In
addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and
Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if
the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single
Certificateholder and  (ii) the Class A-1, Class A-2PFL, Class A-2C, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D Certificates have been paid in full.


A-27-4









                    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 two grantor trusts, without the consent of the Holders of any of the
Certificates.


                    Unless
the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The
registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights
therein) for distributions hereunder.


                    This
Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such
laws.


A-27-5









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


Dated:  October 27, 2005

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-27-6









 


CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-27-7









ASSIGNMENT


                    FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________ (please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Commercial Mortgage Pass-Through Certificate
and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust
Fund.


                    I (we)
further direct the Certificate Registrar to issue a new Commercial Mortgage Pass-Through Certificate of a like Percentage Interest
and Class to the above named assignee and deliver such Commercial Mortgage Pass-Through Certificate to the following address: 
__________________________________________________.


Dated:  _________________________

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature by or on behalf of Assignor
  
	 	 
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature Guaranteed
  




A-27-8









DISTRIBUTION INSTRUCTIONS


                    The
Assignee should include the following for purposes of distribution:


                    Distributions
shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to _____________________________ for the
account of _______________.

                    Distributions
made by check (such check to be made payable to _____________________) and all applicable statements and notices should be mailed to
_________________________.

                    This
information is provided by ________________________________, the Assignee named above, or ____________________________________, as
its agent.

 

A-27-9













EXHIBIT B


MORTGAGE LOAN SCHEDULE





	
  Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Address
  	
   
 	
  
City
  	
   
 	
  
State
  	
   
 	
  
Zip Code
  	
   
 	
  
County
  
	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  
	
   1
  	
   
 	
  
1
  	
  
 
  	
  
85 Tenth Avenue
  	
  
 
  	
  
85 Tenth Avenue
  	
  
 
  	
  
New York
  	
  
 
  	
  
NY
  	
   
 	
  
10011
  	
  
 
  	
  
New York
  
	
   2
  	
   
 	
  
1
  	
  
 
  	
  
NGP Rubicon GSA Pool (2)
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
   
 	
  
Various
  	
  
 
  	
  
Various
  
	
  
2.01
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Burlington,   NJ
  	
  
 
  	
  
1900 River Road
  	
  
 
  	
  
Burlington
  	
  
 
  	
  
NJ
  	
   
 	
  
08016
  	
  
 
  	
  
Burlington
  
	
   2.02
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Sacramento,   CA
  	
  
 
  	
  
1325 J Street
  	
  
 
  	
  
Sacramento
  	
  
 
  	
  
CA
  	
   
 	
  
95814
  	
  
 
  	
  
Sacramento
  
	
  
2.03
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Suffolk, VA
  	
  
 
  	
  
116 Lake View Parkway
  	
  
 
  	
  
Suffolk
  	
  
 
  	
  
VA
  	
   
 	
  
23435
  	
  
 
  	
  
Suffolk City
  
	
   2.04
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Washington,   DC
  	
  
 
  	
  
999 E Street, NW
  	
  
 
  	
  
Washington
  	
  
 
  	
  
DC
  	
   
 	
  
20239,   20463
  	
  
 
  	
  
District of Columbia
  
	
  
2.05
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Kansas City,   KS
  	
  
 
  	
  
901 North Fifth Street
  	
  
 
  	
  
Kansas City
  	
  
 
  	
  
KS
  	
   
 	
  
66101
  	
  
 
  	
  
Wyandotte
  
	
   2.06
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - San Diego, CA
  	
  
 
  	
  
8808 and 8810 Rio San Diego   Drive
  	
  
 
  	
  
San Diego
  	
  
 
  	
  
CA
  	
   
 	
  
92108
  	
  
 
  	
  
San Diego
  
	
  
2.07
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Concord, MA
  	
  
 
  	
  
696 Virginia Road
  	
  
 
  	
  
Concord
  	
  
 
  	
  
MA
  	
   
 	
  
01742
  	
  
 
  	
  
Middlesex
  
	
   2.08
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Philadelphia,   PA
  	
  
 
  	
  
1600 Callowhill Street
  	
  
 
  	
  
Philadelphia
  	
  
 
  	
  
PA
  	
   
 	
  
19130
  	
  
 
  	
  
Philadelphia
  
	
  
2.09
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Huntsville,   AL
  	
  
 
  	
  
4820 University Square
  	
  
 
  	
  
Huntsville
  	
  
 
  	
  
AL
  	
   
 	
  
35816
  	
  
 
  	
  
Madison
  
	
   2.10
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Houston, TX
  	
  
 
  	
  
1433 West Loop South
  	
  
 
  	
  
Houston
  	
  
 
  	
  
TX
  	
   
 	
  
77027
  	
  
 
  	
  
Harris
  
	
  
2.11
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Providence,   RI
  	
  
 
  	
  
380 Westminster Street
  	
  
 
  	
  
Providence
  	
  
 
  	
  
RI
  	
   
 	
  
02903
  	
  
 
  	
  
Providence
  
	
   2.12
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Aurora, CO
  	
  
 
  	
  
16401 East CentreTech   Parkway
  	
  
 
  	
  
Aurora
  	
  
 
  	
  
CO
  	
   
 	
  
80011
  	
  
 
  	
  
Arapahoe
  
	
  
2.13
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Lakewood, CO
  	
  
 
  	
  
755 Parfet Street
  	
  
 
  	
  
Lakewood
  	
  
 
  	
  
CO
  	
   
 	
  
80215
  	
  
 
  	
  
Jefferson
  
	
   2.14
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Norfolk, VA
  	
  
 
  	
  
150 Corporate Boulevard
  	
  
 
  	
  
Norfolk
  	
  
 
  	
  
VA
  	
   
 	
  
23502
  	
  
 
  	
  
Norfolk
  
	
  
3
  	
   
 	
  
1
  	
  
 
  	
  
1000 & 1100 Wilson (2)
  	
  
 
  	
  
1000-1100 Wilson Boulevard
  	
  
 
  	
  
Arlington
  	
  
 
  	
  
VA
  	
   
 	
  
22209
  	
  
 
  	
  
Arlington
  
	
   4
  	
   
 	
  
1
  	
  
 
  	
  
Abbey Pool
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
  
 
  	
  
CA
  	
   
 	
  
Various
  	
  
 
  	
  
Various
  
	
  
4.01
  	
   
 	
   
 	
  
 
  	
  
Transpark Office Complex
  	
  
 
  	
  
2910-3072 East Inland   Empire Boulevard
  	
  
 
  	
  
Ontario
  	
  
 
  	
  
CA
  	
   
 	
  
91764
  	
  
 
  	
  
San Bernardino
  
	
   4.02
  	
   
 	
   
 	
  
 
  	
  
Colton Courtyard
  	
  
 
  	
  
1200-1350 East Washington   Street
  	
  
 
  	
  
Colton
  	
  
 
  	
  
CA
  	
   
 	
  
92324
  	
  
 
  	
  
San Bernardino
  
	
  
4.03
  	
   
 	
   
 	
  
 
  	
  
Sierra Gateway Business   Center
  	
  
 
  	
  
39959 & 40015 Sierra   Highway
  	
  
 
  	
  
Palmdale
  	
  
 
  	
  
CA
  	
   
 	
  
93550
  	
  
 
  	
  
Los Angeles
  
	
   4.04
  	
   
 	
   
 	
  
 
  	
  
10th Street Commerce Center
  	
  
 
  	
  
44204-44276 West Tenth   Street
  	
  
 
  	
  
Lancaster
  	
  
 
  	
  
CA
  	
   
 	
  
93534
  	
  
 
  	
  
Los Angeles
  
	
  
4.05
  	
   
 	
   
 	
  
 
  	
  
Transpark Industrial   Complex
  	
  
 
  	
  
2910-3072 East Inland   Empire Boulevard
  	
  
 
  	
  
Ontario
  	
  
 
  	
  
CA
  	
   
 	
  
91764
  	
  
 
  	
  
San Bernardino
  
	
   4.06
  	
   
 	
   
 	
  
 
  	
  
Palmdale Place Commerce   Center
  	
  
 
  	
  
2211-2361 East Palmdale   Boulevard
  	
  
 
  	
  
Palmdale
  	
  
 
  	
  
CA
  	
   
 	
  
93550
  	
  
 
  	
  
Los Angeles
  
	
  
4.07
  	
   
 	
   
 	
  
 
  	
  
Fresno Industrial Center
  	
  
 
  	
  
720 E. North Avenue &   2904/2998 South Angus Avenue
  	
  
 
  	
  
Fresno
  	
  
 
  	
  
CA
  	
   
 	
  
93725
  	
  
 
  	
  
Fresno
  
	
   4.08
  	
   
 	
   
 	
  
 
  	
  
Nevada Street Plaza
  	
  
 
  	
  
1915 West Redlands   Boulevard and 721 Nevada Street
  	
  
 
  	
  
Redlands
  	
  
 
  	
  
CA
  	
   
 	
  
92374
  	
  
 
  	
  
San Bernardino
  
	
  
4.09
  	
   
 	
   
 	
  
 
  	
  
Tozai Plaza
  	
  
 
  	
  
1741-1751 West Redondo   Beach Boulevard
  	
  
 
  	
  
Gardena
  	
  
 
  	
  
CA
  	
   
 	
  
90247
  	
  
 
  	
  
Los Angeles
  
	
   4.1
  	
   
 	
   
 	
  
 
  	
  
Upland Commerce Center
  	
  
 
  	
  
1379-1399 East Foothill   Boulevard
  	
  
 
  	
  
Upland
  	
  
 
  	
  
CA
  	
   
 	
  
91786
  	
  
 
  	
  
San Bernardino
  
	
  
4.11
  	
   
 	
   
 	
  
 
  	
  
Rancho Carmel Commerce   Center
  	
  
 
  	
  
12125-12165 Alta Carmel   Court
  	
  
 
  	
  
San Diego
  	
  
 
  	
  
CA
  	
   
 	
  
92128
  	
  
 
  	
  
San Diego
  
	
   4.12
  	
   
 	
   
 	
  
 
  	
  
Braden Court
  	
  
 
  	
  
1337 West Braden Court
  	
  
 
  	
  
Orange
  	
  
 
  	
  
CA
  	
   
 	
  
92868
  	
  
 
  	
  
Orange
  
	
  
4.13
  	
   
 	
   
 	
  
 
  	
  
Airpark Plaza
  	
  
 
  	
  
7201-7209 Arlington Avenue
  	
  
 
  	
  
Riverside
  	
  
 
  	
  
CA
  	
   
 	
  
92504
  	
  
 
  	
  
Riverside
  
	
   4.14
  	
   
 	
   
 	
  
 
  	
  
30th Street Commerce Center
  	
  
 
  	
  
3005 East Palmdale   Boulevard
  	
  
 
  	
  
Palmdale
  	
  
 
  	
  
CA
  	
   
 	
  
93550
  	
  
 
  	
  
Los Angeles
  
	
  
4.15
  	
   
 	
   
 	
  
 
  	
  
Atlantic Plaza
  	
  
 
  	
  
5152-5190 Atlantic Avenue
  	
  
 
  	
  
Long Beach
  	
  
 
  	
  
CA
  	
   
 	
  
90805
  	
  
 
  	
  
Los Angeles
  
	
   4.16
  	
   
 	
   
 	
  
 
  	
  
Diamond Bar Commerce Center
  	
  
 
  	
  
23535-23555 Palomino Drive
  	
  
 
  	
  
Diamond Bar
  	
  
 
  	
  
CA
  	
   
 	
  
91765
  	
  
 
  	
  
Los Angeles
  
	
  
4.17
  	
   
 	
   
 	
  
 
  	
  
Goodrich Office Park
  	
  
 
  	
  
1436 Goodrich Boulevard
  	
  
 
  	
  
Los Angeles
  	
  
 
  	
  
CA
  	
   
 	
  
90022
  	
  
 
  	
  
Los Angeles
  
	
   4.18
  	
   
 	
   
 	
  
 
  	
  
Garden Grove Town Center
  	
  
 
  	
  
9918 West Katella Avenue
  	
  
 
  	
  
Garden Grove
  	
  
 
  	
  
CA
  	
   
 	
  
92840
  	
  
 
  	
  
Orange
  
	
  
4.19
  	
   
 	
   
 	
  
 
  	
  
Anaheim Stadium Industrial   Park
  	
  
 
  	
  
2419 East Winston Road
  	
  
 
  	
  
Anaheim
  	
  
 
  	
  
CA
  	
   
 	
  
92806
  	
  
 
  	
  
Orange
  
	
   4.2
  	
   
 	
   
 	
  
 
  	
  
25th Street Commerce Center
  	
  
 
  	
  
2501-2505 East Palmdale   Boulevard
  	
  
 
  	
  
Palmdale
  	
  
 
  	
  
CA
  	
   
 	
  
93550
  	
  
 
  	
  
Los Angeles
  
	
  
5
  	
   
 	
  
1
  	
  
 
  	
  
Metropolitan Square
  	
  
 
  	
  
211 North Broadway
  	
  
 
  	
  
Saint Louis
  	
  
 
  	
  
MO
  	
   
 	
  
63102
  	
  
 
  	
  
Saint Louis City
  
	
   6
  	
   
 	
  
1
  	
  
 
  	
  
San Felipe Plaza
  	
  
 
  	
  
5847 San Felipe Road
  	
  
 
  	
  
Houston
  	
  
 
  	
  
TX
  	
   
 	
  
77057
  	
  
 
  	
  
Harris
  
	
  
7
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space Teamsters Pool
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
   
 	
  
Various
  	
  
 
  	
  
Various
  
	
   7.01
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   River Edge, NJ
  	
  
 
  	
  
487 Hackensack Avenue
  	
  
 
  	
  
River Edge
  	
  
 
  	
  
NJ
  	
   
 	
  
07661
  	
  
 
  	
  
Bergen
  
	
  
7.02
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters - Los   Alamitos, CA
  	
  
 
  	
  
3592 Cerritos Avenue
  	
  
 
  	
  
Los Alamitos
  	
  
 
  	
  
CA
  	
   
 	
  
90720
  	
  
 
  	
  
Orange
  
	
   7.03
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Secaucus, NJ
  	
  
 
  	
  
101 Paterson Plank Road
  	
  
 
  	
  
Secaucus
  	
  
 
  	
  
NJ
  	
   
 	
  
07094
  	
  
 
  	
  
Hudson
  
	
  
7.04
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Reston, VA
  	
  
 
  	
  
12260 Sunrise Valley Drive
  	
  
 
  	
  
Reston
  	
  
 
  	
  
VA
  	
   
 	
  
20191
  	
  
 
  	
  
Fairfax
  
	
   7.05
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Burtonsville, MD
  	
  
 
  	
  
15221 Dino Drive
  	
  
 
  	
  
Burtonsville
  	
  
 
  	
  
MD
  	
   
 	
  
20866
  	
  
 
  	
  
Montgomery
  
	
  
7.06
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Santee, CA
  	
  
 
  	
  
10115 Mission Gorge Road
  	
  
 
  	
  
Santee
  	
  
 
  	
  
CA
  	
   
 	
  
92071
  	
  
 
  	
  
San Diego
  
	
   7.07
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Santa Rosa, CA
  	
  
 
  	
  
2053 West Steel Lane
  	
  
 
  	
  
Santa Rosa
  	
  
 
  	
  
CA
  	
   
 	
  
95403
  	
  
 
  	
  
Sonoma
  
	
  
7.08
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   North Lauderdale, FL
  	
  
 
  	
  
7400 West McNab Road
  	
  
 
  	
  
North Lauderdale
  	
  
 
  	
  
FL
  	
   
 	
  
33068
  	
  
 
  	
  
Broward
  
	
   7.09
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Farmington Hills, MI
  	
  
 
  	
  
38875 Grand River Avenue
  	
  
 
  	
  
Farmington Hills
  	
  
 
  	
  
MI
  	
   
 	
  
48335
  	
  
 
  	
  
Oakland
  
	
  
7.1
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters - Egg   Harbor Township, NJ
  	
  
 
  	
  
6698 Washington Avenue
  	
  
 
  	
  
Egg Harbor Township
  	
  
 
  	
  
NJ
  	
   
 	
  
08234
  	
  
 
  	
  
Atlantic
  
	
   7.11
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Miramar, FL
  	
  
 
  	
  
3590 South State Road 7
  	
  
 
  	
  
Miramar
  	
  
 
  	
  
FL
  	
   
 	
  
33023
  	
  
 
  	
  
Broward
  
	
  
7.12
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Dallas, TX
  	
  
 
  	
  
5431 Lemmon Avenue
  	
  
 
  	
  
Dallas
  	
  
 
  	
  
TX
  	
   
 	
  
75209
  	
  
 
  	
  
Dallas
  
	
   7.13
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Fall River, MA
  	
  
 
  	
  
55 Father DeValles   Boulevard
  	
  
 
  	
  
Fall River
  	
  
 
  	
  
MA
  	
   
 	
  
02723
  	
  
 
  	
  
Bristol
  
	
  
7.14
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Richmond, VA
  	
  
 
  	
  
3600 West End Drive
  	
  
 
  	
  
Richmond
  	
  
 
  	
  
VA
  	
   
 	
  
23294
  	
  
 
  	
  
Henrico
  
	
   7.15
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Fallbrook, CA
  	
  
 
  	
  
372 West Aviation Road
  	
  
 
  	
  
Fallbrook
  	
  
 
  	
  
CA
  	
   
 	
  
92028
  	
  
 
  	
  
San Diego
  
	
  
7.16
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Phoenix, AZ
  	
  
 
  	
  
17407 North Cave Creek Road
  	
  
 
  	
  
Phoenix
  	
  
 
  	
  
AZ
  	
   
 	
  
85032
  	
  
 
  	
  
Maricopa
  
	
   7.17
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Salisbury, MA
  	
  
 
  	
  
143 Lafayette Road
  	
  
 
  	
  
Salisbury
  	
  
 
  	
  
MA
  	
   
 	
  
01952
  	
  
 
  	
  
Essex
  
	
  
7.18
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Memphis (Winchester Road), TN
  	
  
 
  	
  
7301 Winchester Road
  	
  
 
  	
  
Memphis
  	
  
 
  	
  
TN
  	
   
 	
  
38125
  	
  
 
  	
  
Shelby
  
	
   7.19
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Scotts Valley, CA
  	
  
 
  	
  
90 Santas Village Road
  	
  
 
  	
  
Scotts Valley
  	
  
 
  	
  
CA
  	
   
 	
  
95066
  	
  
 
  	
  
Santa Cruz
  
	
  
7.2
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Waterford, MI
  	
  
 
  	
  
2019 Dixie Highway
  	
  
 
  	
  
Waterford
  	
  
 
  	
  
MI
  	
   
 	
  
48328
  	
  
 
  	
  
Oakland
  
	
   7.21
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Broomfield, CO
  	
  
 
  	
  
4861 West 120th Avenue
  	
  
 
  	
  
Broomfield
  	
  
 
  	
  
CO
  	
   
 	
  
80020
  	
  
 
  	
  
Broomfield
  
	
  
7.22
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Louisville, KY
  	
  
 
  	
  
7900 Dixie Highway
  	
  
 
  	
  
Louisville
  	
  
 
  	
  
KY
  	
   
 	
  
40258
  	
  
 
  	
  
Jefferson
  
	
   7.23
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Saugerties, NY
  	
  
 
  	
  
2820 Route 32
  	
  
 
  	
  
Saugerties
  	
  
 
  	
  
NY
  	
   
 	
  
12477
  	
  
 
  	
  
Ulster
  
	
  
7.24
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Memphis (Kirby Parkway), TN
  	
  
 
  	
  
4649 Kirby Parkway
  	
  
 
  	
  
Memphis
  	
  
 
  	
  
TN
  	
   
 	
  
38141
  	
  
 
  	
  
Shelby
  
	
   7.25
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Acworth, GA
  	
  
 
  	
  
4902 Lake Acworth Drive
  	
  
 
  	
  
Acworth
  	
  
 
  	
  
GA
  	
   
 	
  
30101
  	
  
 
  	
  
Cobb
  
	
  
7.26
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Albuquerque, NM
  	
  
 
  	
  
11820 Lomas Boulevard NE
  	
  
 
  	
  
Albuquerque
  	
  
 
  	
  
NM
  	
   
 	
  
87112
  	
  
 
  	
  
Bernalillo
  
	
   7.27
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Pasadena, TX
  	
  
 
  	
  
3601 Red Bluff Road
  	
  
 
  	
  
Pasadena
  	
  
 
  	
  
TX
  	
   
 	
  
77503
  	
  
 
  	
  
Harris
  
	
  
7.28
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Columbus, OH
  	
  
 
  	
  
2087 South Hamilton Road   & 2140 Cloverleaf Street E
  	
  
 
  	
  
Columbus
  	
  
 
  	
  
OH
  	
   
 	
  
43232
  	
  
 
  	
  
Franklin
  
	
   8
  	
   
 	
  
1
  	
  
 
  	
  
180 Madison Avenue
  	
  
 
  	
  
180 Madison Avenue
  	
  
 
  	
  
New York
  	
  
 
  	
  
NY
  	
   
 	
  
10016
  	
  
 
  	
  
New York
  
	
  
9
  	
   
 	
  
1
  	
  
 
  	
  
2500 City West
  	
  
 
  	
  
2500 Citywest Boulevard
  	
  
 
  	
  
Houston
  	
  
 
  	
  
TX
  	
   
 	
  
77042
  	
  
 
  	
  
Harris
  
	
   10
  	
   
 	
  
1
  	
  
 
  	
  
Bryan Tower
  	
  
 
  	
  
2001 Bryan Street
  	
  
 
  	
  
Dallas
  	
  
 
  	
  
TX
  	
   
 	
  
75201
  	
  
 
  	
  
Dallas
  
	
  
11
  	
   
 	
  
1
  	
  
 
  	
  
6116 Executive Boulevard
  	
  
 
  	
  
6116 Executive Boulevard
  	
  
 
  	
  
Rockville
  	
  
 
  	
  
MD
  	
   
 	
  
20852
  	
  
 
  	
  
Montgomery
  
	
   12
  	
   
 	
  
1
  	
  
 
  	
  
Crossings at Corona - Phase   III
  	
  
 
  	
  
NEC Interstate Highway 15   and Cajalco Road
  	
  
 
  	
  
Corona
  	
  
 
  	
  
CA
  	
   
 	
  
92881
  	
  
 
  	
  
Riverside
  
	
  
13
  	
   
 	
  
1
  	
  
 
  	
  
Hilton Garden Inn -   Washington, DC
  	
  
 
  	
  
815 14th Street NW
  	
  
 
  	
  
Washington
  	
  
 
  	
  
DC
  	
   
 	
  
20005
  	
  
 
  	
  
District Of Columbia
  
	
   14
  	
   
 	
  
1
  	
  
 
  	
  
1370 Broadway
  	
  
 
  	
  
1370 Broadway
  	
  
 
  	
  
New York
  	
  
 
  	
  
NY
  	
   
 	
  
10018
  	
  
 
  	
  
New York
  
	
  
15
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space VRS Pool
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
   
 	
  
Various
  	
  
 
  	
  
Various
  
	
   15.01
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS -   Long Island City, NY
  	
  
 
  	
  
3602 Northern Boulevard
  	
  
 
  	
  
Long Island City
  	
  
 
  	
  
NY
  	
   
 	
  
11101
  	
  
 
  	
  
Queens
  
	
  
15.02
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Wheaton,   MD
  	
  
 
  	
  
10839 Georgia Avenue
  	
  
 
  	
  
Wheaton
  	
  
 
  	
  
MD
  	
   
 	
  
20902
  	
  
 
  	
  
Montgomery
  
	
   15.03
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Long   Beach, CA
  	
  
 
  	
  
2101 East Carson Street
  	
  
 
  	
  
Long Beach
  	
  
 
  	
  
CA
  	
   
 	
  
90807
  	
  
 
  	
  
Los Angeles
  
	
  
15.04
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Germantown,   MD
  	
  
 
  	
  
13200-B Wisteria Drive
  	
  
 
  	
  
Germantown
  	
  
 
  	
  
MD
  	
   
 	
  
20874
  	
  
 
  	
  
Montgomery
  
	
   15.05
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Lodi, NJ
  	
  
 
  	
  
140 State Route 17
  	
  
 
  	
  
Lodi
  	
  
 
  	
  
NJ
  	
   
 	
  
07644
  	
  
 
  	
  
Bergen
  
	
  
15.06
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS -   Huntington Beach, CA
  	
  
 
  	
  
7531 McFadden Avenue
  	
  
 
  	
  
Huntington Beach
  	
  
 
  	
  
CA
  	
   
 	
  
92647
  	
  
 
  	
  
Orange
  
	
   15.07
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Davie, FL
  	
  
 
  	
  
6550 West State Road 84
  	
  
 
  	
  
Davie
  	
  
 
  	
  
FL
  	
   
 	
  
33317
  	
  
 
  	
  
Broward
  
	
  
15.08
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS -   Beaverton, OR
  	
  
 
  	
  
11430 SW Murray Boulevard
  	
  
 
  	
  
Beaverton
  	
  
 
  	
  
OR
  	
   
 	
  
97008
  	
  
 
  	
  
Washington
  
	
   15.09
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Lincoln   Park, MI
  	
  
 
  	
  
1928 London Avenue
  	
  
 
  	
  
Lincoln Park
  	
  
 
  	
  
MI
  	
   
 	
  
48146
  	
  
 
  	
  
Wayne
  
	
  
15.1
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - North   Attleborough, MA
  	
  
 
  	
  
720 South Washington Street
  	
  
 
  	
  
North Attleborough
  	
  
 
  	
  
MA
  	
   
 	
  
02760
  	
  
 
  	
  
Bristol
  
	
   15.11
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Las   Vegas, NV
  	
  
 
  	
  
4901 West Oakey
  	
  
 
  	
  
Las Vegas
  	
  
 
  	
  
NV
  	
   
 	
  
89115
  	
  
 
  	
  
Clark
  
	
  
15.12
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Campbell,   CA
  	
  
 
  	
  
241 West Sunnyoaks
  	
  
 
  	
  
Campbell
  	
  
 
  	
  
CA
  	
   
 	
  
95008
  	
  
 
  	
  
Santa Clara
  
	
   15.13
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Dallas,   TX
  	
  
 
  	
  
18530 North Dallas Parkway
  	
  
 
  	
  
Dallas
  	
  
 
  	
  
TX
  	
   
 	
  
75287
  	
  
 
  	
  
Collin
  
	
  
15.14
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Stone   Mountain, GA
  	
  
 
  	
  
735 Hambrick Road
  	
  
 
  	
  
Stone Mountain
  	
  
 
  	
  
GA
  	
   
 	
  
30083
  	
  
 
  	
  
Dekalb
  
	
   15.15
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Miami, FL
  	
  
 
  	
  
17531 NW 2nd Avenue
  	
  
 
  	
  
Miami
  	
  
 
  	
  
FL
  	
   
 	
  
33169
  	
  
 
  	
  
Dade
  
	
  
15.16
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS -   Albuquerque, NM
  	
  
 
  	
  
11930 Central Avenue, SE
  	
  
 
  	
  
Albuquerque
  	
  
 
  	
  
NM
  	
   
 	
  
87123
  	
  
 
  	
  
Bernalillo
  
	
   15.17
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Baldwin   Park, CA
  	
  
 
  	
  
12737 Garvey Avenue
  	
  
 
  	
  
Baldwin Park
  	
  
 
  	
  
CA
  	
   
 	
  
91706
  	
  
 
  	
  
Los Angeles
  
	
  
15.18
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Flanders,   NJ
  	
  
 
  	
  
115 Bartley Road
  	
  
 
  	
  
Flanders
  	
  
 
  	
  
NJ
  	
   
 	
  
07836
  	
  
 
  	
  
Morris
  
	
   15.19
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Clute, TX
  	
  
 
  	
  
807 Brazos Park Drive
  	
  
 
  	
  
Clute
  	
  
 
  	
  
TX
  	
   
 	
  
77531
  	
  
 
  	
  
Brazoria
  
	
  
15.2
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Memphis   (Gateway Drive), TN
  	
  
 
  	
  
1235 Gateway Drive
  	
  
 
  	
  
Memphis
  	
  
 
  	
  
TN
  	
   
 	
  
38116
  	
  
 
  	
  
Shelby
  
	
   15.21
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Joliet,   IL
  	
  
 
  	
  
3481 Mall Loop Road
  	
  
 
  	
  
Joliet
  	
  
 
  	
  
IL
  	
   
 	
  
60431
  	
  
 
  	
  
Will
  
	
  
15.22
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Memphis   (Madison Avenue), TN
  	
  
 
  	
  
1075 Madison Avenue
  	
  
 
  	
  
Memphis
  	
  
 
  	
  
TN
  	
   
 	
  
38104
  	
  
 
  	
  
Shelby
  
	
   16
  	
   
 	
  
1
  	
  
 
  	
  
City Place Retail Center
  	
  
 
  	
  
SWC 6th Street and Long   Beach Boulevard and SEC 6th Street and Pine Avenue
  	
  
 
  	
  
Long Beach
  	
  
 
  	
  
CA
  	
   
 	
  
90802
  	
  
 
  	
  
Los Angeles
  
	
  
17
  	
   
 	
  
1
  	
  
 
  	
  
110 North Wacker Drive
  	
  
 
  	
  
110 North Wacker Drive
  	
  
 
  	
  
Chicago
  	
  
 
  	
  
IL
  	
   
 	
  
60606
  	
  
 
  	
  
Cook
  
	
   18
  	
   
 	
  
1
  	
  
 
  	
  
Park Place II
  	
  
 
  	
  
4726 Natomas Boulevard
  	
  
 
  	
  
Sacramento
  	
  
 
  	
  
CA
  	
   
 	
  
95835
  	
  
 
  	
  
Sacramento
  
	
  
19
  	
   
 	
  
1
  	
  
 
  	
  
Phillips Lighting
  	
  
 
  	
  
200 Franklin Square Drive
  	
  
 
  	
  
Franklin Township
  	
  
 
  	
  
NJ
  	
   
 	
  
08873
  	
  
 
  	
  
Somerset
  
	
   20
  	
   
 	
  
1
  	
  
 
  	
  
The Hinman Pool
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
   
 	
  
Various
  	
  
 
  	
  
Various
  
	
  
20.01
  	
   
 	
   
 	
  
 
  	
  
Abbott Center
  	
  
 
  	
  
1400 & 1500 Abbott Road
  	
  
 
  	
  
East Lansing
  	
  
 
  	
  
MI
  	
   
 	
  
48823
  	
  
 
  	
  
Ingham
  
	
   20.02
  	
   
 	
   
 	
  
 
  	
  
Glenwood Hills Corporate   Center
  	
  
 
  	
  
3196 Kraft Avenue SE
  	
  
 
  	
  
Grand Rapids
  	
  
 
  	
  
MI
  	
   
 	
  
49512
  	
  
 
  	
  
Kent
  
	
  
20.03
  	
   
 	
   
 	
  
 
  	
  
Trestlebridge Office Center
  	
  
 
  	
  
5148, 5220, 5228, 5250   Lovers Lane
  	
  
 
  	
  
Portage
  	
  
 
  	
  
MI
  	
   
 	
  
49002
  	
  
 
  	
  
Kalamazoo
  
	
   20.04
  	
   
 	
   
 	
  
 
  	
  
Fifth Third Bank Building
  	
  
 
  	
  
67 Michigan Avenue
  	
  
 
  	
  
Battle Creek
  	
  
 
  	
  
MI
  	
   
 	
  
49017
  	
  
 
  	
  
Calhoun
  
	
  
20.05
  	
   
 	
   
 	
  
 
  	
  
77 Monroe Center
  	
  
 
  	
  
77 Monroe Center
  	
  
 
  	
  
Grand Rapids
  	
  
 
  	
  
MI
  	
   
 	
  
49503
  	
  
 
  	
  
Kent
  
	
   20.06
  	
   
 	
   
 	
  
 
  	
  
Bolingbrook Commons
  	
  
 
  	
  
324-396 South Bolingbrook   Drive
  	
  
 
  	
  
Bolingbrook
  	
  
 
  	
  
IL
  	
   
 	
  
60440
  	
  
 
  	
  
Will
  
	
  
20.07
  	
   
 	
   
 	
  
 
  	
  
Capital Center
  	
  
 
  	
  
2545 Capital Avenue
  	
  
 
  	
  
Battle Creek
  	
  
 
  	
  
MI
  	
   
 	
  
49015
  	
  
 
  	
  
Calhoun
  
	
   21
  	
   
 	
  
1
  	
  
 
  	
  
Taurus Pool
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
   
 	
  
Various
  	
  
 
  	
  
Various
  
	
  
21.01
  	
   
 	
   
 	
  
 
  	
  
Shelton Technology Center
  	
  
 
  	
  
30, 50, and 70 Technology   Center Drive
  	
  
 
  	
  
Shelton
  	
  
 
  	
  
CT
  	
   
 	
  
06484
  	
  
 
  	
  
Fairfield
  
	
   21.02
  	
   
 	
   
 	
  
 
  	
  
IVAX Warehouse Facility
  	
  
 
  	
  
100 Precision Drive
  	
  
 
  	
  
Walton
  	
  
 
  	
  
KY
  	
   
 	
  
41094
  	
  
 
  	
  
Kenton
  
	
  
21.03
  	
   
 	
   
 	
  
 
  	
  
CEC Entertainment Facility
  	
  
 
  	
  
4441 West Airport Freeway
  	
  
 
  	
  
Irving
  	
  
 
  	
  
TX
  	
   
 	
  
75062
  	
  
 
  	
  
Dallas
  
	
   21.04
  	
   
 	
   
 	
  
 
  	
  
Comcast  Building
  	
  
 
  	
  
55 Concord Street
  	
  
 
  	
  
North Reading
  	
  
 
  	
  
MA
  	
   
 	
  
01864
  	
  
 
  	
  
Middlesex
  
	
  
21.05
  	
   
 	
   
 	
  
 
  	
  
Nashua Village
  	
  
 
  	
  
590 Amherst Street
  	
  
 
  	
  
Nashua
  	
  
 
  	
  
NH
  	
   
 	
  
03063
  	
  
 
  	
  
Hillsborough
  
	
   21.06
  	
   
 	
   
 	
  
 
  	
  
Wal-Mart - West Point, MS
  	
  
 
  	
  
1445 Highway 45A North
  	
  
 
  	
  
West Point
  	
  
 
  	
  
MS
  	
   
 	
  
39773
  	
  
 
  	
  
Clay
  
	
  
22
  	
   
 	
  
1
  	
  
 
  	
  
Embassy Suites & Casino   - San Juan, PR (4)
  	
  
 
  	
  
8000 Calle Tartak
  	
  
 
  	
  
Carolina
  	
  
 
  	
  
PR
  	
   
 	
  
00979
  	
  
 
  	
  
San Juan
  
	
   23
  	
   
 	
  
2
  	
  
 
  	
  
The Reserve Pool (5)
  	
  
 
  	
  
Various
  	
  
 
  	
  
Little Rock
  	
  
 
  	
  
AR
  	
   
 	
  
72211
  	
  
 
  	
  
Pulaski
  
	
  
23.01
  	
   
 	
   
 	
  
 
  	
  
The Reserve at Greenwood   Apartments
  	
  
 
  	
  
1602 Green Mountain Drive
  	
  
 
  	
  
Little Rock
  	
  
 
  	
  
AR
  	
   
 	
  
72211
  	
  
 
  	
  
Pulaski
  
	
   23.02
  	
   
 	
   
 	
  
 
  	
  
The Reserve at Foxrun   Apartments (3)
  	
  
 
  	
  
1912 Green Mountain Road
  	
  
 
  	
  
Little Rock
  	
  
 
  	
  
AR
  	
   
 	
  
72211
  	
  
 
  	
  
Pulaski
  
	
  
23.03
  	
   
 	
   
 	
  
 
  	
  
The Reserve at Walnut Ridge   Apartments
  	
  
 
  	
  
1601 North Shackleford Road
  	
  
 
  	
  
Little Rock
  	
  
 
  	
  
AR
  	
   
 	
  
72211
  	
  
 
  	
  
Pulaski
  
	
   24
  	
   
 	
  
2
  	
  
 
  	
  
Willow Cove Apartments
  	
  
 
  	
  
9300 South Redwood Road
  	
  
 
  	
  
West Jordan
  	
  
 
  	
  
UT
  	
   
 	
  
84088
  	
  
 
  	
  
Salt Lake
  
	
  
25
  	
   
 	
  
1
  	
  
 
  	
  
Cayman Bay Apartments
  	
  
 
  	
  
2701 North Rainbow   Boulevard
  	
  
 
  	
  
Las Vegas
  	
  
 
  	
  
NV
  	
   
 	
  
89108
  	
  
 
  	
  
Clark
  
	
   26
  	
   
 	
  
1
  	
  
 
  	
  
The Lexington Apartments
  	
  
 
  	
  
510-512 Old Hickory   Boulevard
  	
  
 
  	
  
Nashville
  	
  
 
  	
  
TN
  	
   
 	
  
37209
  	
  
 
  	
  
Davidson
  
	
  
27
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Fairfield Pointe
  	
  
 
  	
  
2400 Albemarle Drive
  	
  
 
  	
  
Fairfield
  	
  
 
  	
  
OH
  	
   
 	
  
45014
  	
  
 
  	
  
Butler
  
	
   28
  	
   
 	
  
1
  	
  
 
  	
  
San Palmilla Apartments
  	
  
 
  	
  
750 West Baseline Road
  	
  
 
  	
  
Tempe
  	
  
 
  	
  
AZ
  	
   
 	
  
85282
  	
  
 
  	
  
Maricopa
  
	
  
29
  	
   
 	
  
1
  	
  
 
  	
  
Centrum North
  	
  
 
  	
  
1120 West La Veta
  	
  
 
  	
  
Orange
  	
  
 
  	
  
CA
  	
   
 	
  
92868
  	
  
 
  	
  
Orange
  
	
   30
  	
   
 	
  
1
  	
  
 
  	
  
Marriott Courtyard -   Burbank, CA
  	
  
 
  	
  
2100 Empire Avenue
  	
  
 
  	
  
Burbank
  	
  
 
  	
  
CA
  	
   
 	
  
91504
  	
  
 
  	
  
Los Angeles
  
	
  
31
  	
   
 	
  
1
  	
  
 
  	
  
Brook Arbor Apartments
  	
  
 
  	
  
200 Brook Arbor Drive
  	
  
 
  	
  
Cary
  	
  
 
  	
  
NC
  	
   
 	
  
27519
  	
  
 
  	
  
Wake
  
	
   32
  	
   
 	
  
1
  	
  
 
  	
  
One City Center
  	
  
 
  	
  
14-32 Temple Street &   214-232 Federal Street  - One City   Center
  	
  
 
  	
  
Portland
  	
  
 
  	
  
ME
  	
   
 	
  
04101
  	
  
 
  	
  
Cumberland
  
	
  
33
  	
   
 	
  
1
  	
  
 
  	
  
The Prescott Hotel &   Postrio Restaurant
  	
  
 
  	
  
545 Post Street
  	
  
 
  	
  
San Francisco
  	
  
 
  	
  
CA
  	
   
 	
  
94102
  	
  
 
  	
  
San Francisco
  
	
   34
  	
   
 	
  
1
  	
  
 
  	
  
Dadeland Centre I
  	
  
 
  	
  
9255 South Dadeland   Boulevard
  	
  
 
  	
  
Miami
  	
  
 
  	
  
FL
  	
   
 	
  
33156
  	
  
 
  	
  
Miami-Dade
  
	
  
35
  	
   
 	
  
1
  	
  
 
  	
  
FBI Office Building
  	
  
 
  	
  
1100 18th Street North
  	
  
 
  	
  
Birmingham
  	
  
 
  	
  
AL
  	
   
 	
  
35203
  	
  
 
  	
  
Jefferson
  
	
   36
  	
   
 	
  
1
  	
  
 
  	
  
Meridian Bank Tower
  	
  
 
  	
  
3550 North Central Avenue
  	
  
 
  	
  
Phoenix
  	
  
 
  	
  
AZ
  	
   
 	
  
85012
  	
  
 
  	
  
Maricopa
  
	
  
37
  	
   
 	
  
1
  	
  
 
  	
  
Palmetto Pointe Apartments
  	
  
 
  	
  
3919 Carnegie Avenue
  	
  
 
  	
  
Myrtle Beach
  	
  
 
  	
  
SC
  	
   
 	
  
29588
  	
  
 
  	
  
Horry
  
	
   38
  	
   
 	
  
1
  	
  
 
  	
  
Rivercrest Apartments
  	
  
 
  	
  
280 River Road
  	
  
 
  	
  
Piscataway
  	
  
 
  	
  
NJ
  	
   
 	
  
08854
  	
  
 
  	
  
Middlesex
  
	
  
39
  	
   
 	
  
1
  	
  
 
  	
  
Airport Boulevard Pool
  	
  
 
  	
  
Various
  	
  
 
  	
  
Morrisville
  	
  
 
  	
  
NC
  	
   
 	
  
27560
  	
  
 
  	
  
Wake
  
	
   39.01
  	
   
 	
   
 	
  
 
  	
  
Holiday Inn Express -   Morrisville, NC
  	
  
 
  	
  
1014 Airport Boulevard
  	
  
 
  	
  
Morrisville
  	
  
 
  	
  
NC
  	
   
 	
  
27560
  	
  
 
  	
  
Wake
  
	
  
39.02
  	
   
 	
   
 	
  
 
  	
  
Hampton Inn - Morrisville,   NC
  	
  
 
  	
  
1010 Airport Boulevard
  	
  
 
  	
  
Morrisville
  	
  
 
  	
  
NC
  	
   
 	
  
27560
  	
  
 
  	
  
Wake
  
	
   39.03
  	
   
 	
   
 	
  
 
  	
  
Staybridge Inn -   Morrisville, NC
  	
  
 
  	
  
1012 Airport Boulevard
  	
  
 
  	
  
Morrisville
  	
  
 
  	
  
NC
  	
   
 	
  
27560
  	
  
 
  	
  
Wake
  
	
  
40
  	
   
 	
  
2
  	
  
 
  	
  
Palisades Apartments
  	
  
 
  	
  
3201 East Hargrove Road
  	
  
 
  	
  
Tuscaloosa
  	
  
 
  	
  
AL
  	
   
 	
  
35405
  	
  
 
  	
  
Tuscaloosa
  
	
   41
  	
   
 	
  
1
  	
  
 
  	
  
Abbott Laboratories
  	
  
 
  	
  
1850 Norman Drive North
  	
  
 
  	
  
Waukegan
  	
  
 
  	
  
IL
  	
   
 	
  
60085
  	
  
 
  	
  
Lake
  
	
  
42
  	
   
 	
  
2
  	
  
 
  	
  
Excalibur Apartments
  	
  
 
  	
  
123 112th Avenue NE
  	
  
 
  	
  
Bellevue
  	
  
 
  	
  
WA
  	
   
 	
  
98004
  	
  
 
  	
  
King
  
	
   43
  	
   
 	
  
1
  	
  
 
  	
  
Office Depot Building
  	
  
 
  	
  
750 Park of Commerce Drive
  	
  
 
  	
  
Boca Raton
  	
  
 
  	
  
FL
  	
   
 	
  
33487
  	
  
 
  	
  
Palm Beach
  
	
  
44
  	
   
 	
  
1
  	
  
 
  	
  
Hilton - Longboat Key, FL (6)
  	
  
 
  	
  
4711 Gulf of Mexico Drive
  	
  
 
  	
  
Longboat Key
  	
  
 
  	
  
FL
  	
   
 	
  
34228
  	
  
 
  	
  
Manatee
  
	
   45
  	
   
 	
  
1
  	
  
 
  	
  
Presidential Tower
  	
  
 
  	
  
302 East John Street
  	
  
 
  	
  
Champaign
  	
  
 
  	
  
IL
  	
   
 	
  
61820
  	
  
 
  	
  
Champaign
  
	
  
46
  	
   
 	
  
2
  	
  
 
  	
  
Creekside at Northlake (3)
  	
  
 
  	
  
8299 Small Block Road
  	
  
 
  	
  
Northlake
  	
  
 
  	
  
TX
  	
   
 	
  
76262
  	
  
 
  	
  
Denton
  
	
   47
  	
   
 	
  
1
  	
  
 
  	
  
Wal-Mart Way Crossing
  	
  
 
  	
  
1434, 1437, 1445 Sam’s   Drive
  	
  
 
  	
  
City of Chesapeake
  	
  
 
  	
  
VA
  	
   
 	
  
23321
  	
  
 
  	
  
Chesapeake City
  
	
  
48
  	
   
 	
  
2
  	
  
 
  	
  
Briarwood North Apartments
  	
  
 
  	
  
7398 Dakin Street
  	
  
 
  	
  
Denver
  	
  
 
  	
  
CO
  	
   
 	
  
80221
  	
  
 
  	
  
Adams
  
	
   49
  	
   
 	
  
1
  	
  
 
  	
  
BJ’s Wholesale Club
  	
  
 
  	
  
4000 Nesconset Highway
  	
  
 
  	
  
East Setauket
  	
  
 
  	
  
NY
  	
   
 	
  
11733
  	
  
 
  	
  
Suffolk
  
	
  
50
  	
   
 	
  
1
  	
  
 
  	
  
Border Patrol Facility
  	
  
 
  	
  
3902 South Expressway 77
  	
  
 
  	
  
Harlingen
  	
  
 
  	
  
TX
  	
   
 	
  
78552
  	
  
 
  	
  
Cameron
  
	
   51
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Bethesda, MD
  	
  
 
  	
  
5140 River Road
  	
  
 
  	
  
Bethesda
  	
  
 
  	
  
MD
  	
   
 	
  
20816
  	
  
 
  	
  
Montgomery
  
	
  
52
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Boulders
  	
  
 
  	
  
6337 Duck Creek Drive
  	
  
 
  	
  
Garland
  	
  
 
  	
  
TX
  	
   
 	
  
75043
  	
  
 
  	
  
Dallas
  
	
   53
  	
   
 	
  
1
  	
  
 
  	
  
Valassis Communications   World Headquarters
  	
  
 
  	
  
19975 Victor Parkway
  	
  
 
  	
  
Livonia
  	
  
 
  	
  
MI
  	
   
 	
  
48152
  	
  
 
  	
  
Wayne
  
	
  
54
  	
   
 	
  
1
  	
  
 
  	
  
Country Inn & Suites   (Bloomington)
  	
  
 
  	
  
5120 American Blvd West
  	
  
 
  	
  
Bloomington
  	
  
 
  	
  
MN
  	
   
 	
  
55437
  	
  
 
  	
  
Hennepin
  
	
   55
  	
   
 	
  
1
  	
  
 
  	
  
Pleasant Hills MHP
  	
  
 
  	
  
234 Hill Drive
  	
  
 
  	
  
Hamburg
  	
  
 
  	
  
PA
  	
   
 	
  
19526
  	
  
 
  	
  
Berks
  
	
  
56
  	
   
 	
  
1
  	
  
 
  	
  
Hawthorne- Circuit City
  	
  
 
  	
  
14600 South Ocean Gate   Avenue
  	
  
 
  	
  
Hawthorne
  	
  
 
  	
  
CA
  	
   
 	
  
90250
  	
  
 
  	
  
Los Angeles
  
	
   57
  	
   
 	
  
2
  	
  
 
  	
  
Madalyn Landing
  	
  
 
  	
  
500 Malabar Road Southwest
  	
  
 
  	
  
Palm Bay
  	
  
 
  	
  
FL
  	
   
 	
  
32907
  	
  
 
  	
  
Brevard
  
	
  
58
  	
   
 	
  
1
  	
  
 
  	
  
Loganville Town Center
  	
  
 
  	
  
4253 Atlanta Highway
  	
  
 
  	
  
Loganville
  	
  
 
  	
  
GA
  	
   
 	
  
30052
  	
  
 
  	
  
Walton
  
	
   59
  	
   
 	
  
1
  	
  
 
  	
  
Lawrenceville Town Center (7)
  	
  
 
  	
  
GA Highway 20 &   Gwinnett Drive SW
  	
  
 
  	
  
Lawrenceville
  	
  
 
  	
  
GA
  	
   
 	
  
30045
  	
  
 
  	
  
Gwinnett
  
	
  
60
  	
   
 	
  
1
  	
  
 
  	
  
San Pedro Towne Center (8)
  	
  
 
  	
  
7122 San Pedro Avenue
  	
  
 
  	
  
San Antonio
  	
  
 
  	
  
TX
  	
   
 	
  
78216
  	
  
 
  	
  
Bexar
  
	
   61
  	
   
 	
  
1
  	
  
 
  	
  
Deer Run MHP
  	
  
 
  	
  
Birdell Road & Route   322
  	
  
 
  	
  
Honey Brook
  	
  
 
  	
  
PA
  	
   
 	
  
19344
  	
  
 
  	
  
Chester
  
	
  
62
  	
   
 	
  
1
  	
  
 
  	
  
Cedar Manor MHP
  	
  
 
  	
  
94 Cedar Manor
  	
  
 
  	
  
Elizabethtown
  	
  
 
  	
  
PA
  	
   
 	
  
17022
  	
  
 
  	
  
Dauphin
  
	
   63
  	
   
 	
  
1
  	
  
 
  	
  
Lowe’s - Windham, ME (3)
  	
  
 
  	
  
Manchester Drive
  	
  
 
  	
  
Windham
  	
  
 
  	
  
ME
  	
   
 	
  
04062
  	
  
 
  	
  
Cumberland
  
	
  
64
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Oceanside, CA
  	
  
 
  	
  
4567 Oceanside Boulevard
  	
  
 
  	
  
Oceanside
  	
  
 
  	
  
CA
  	
   
 	
  
92056
  	
  
 
  	
  
San Diego
  
	
   65
  	
   
 	
  
1
  	
  
 
  	
  
Emerald Suites
  	
  
 
  	
  
2200 West Bonanza Road
  	
  
 
  	
  
Las Vegas
  	
  
 
  	
  
NV
  	
   
 	
  
89106
  	
  
 
  	
  
Clark
  
	
  
66
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Arnold, MD
  	
  
 
  	
  
1699 Baltimore Annapolis   Boulevard
  	
  
 
  	
  
Arnold
  	
  
 
  	
  
MD
  	
   
 	
  
21012
  	
  
 
  	
  
Anne Arundel
  
	
   67
  	
   
 	
  
1
  	
  
 
  	
  
Sonoma Valley Inn
  	
  
 
  	
  
550 Second Street West
  	
  
 
  	
  
Sonoma
  	
  
 
  	
  
CA
  	
   
 	
  
95476
  	
  
 
  	
  
Sonoma
  
	
  
68
  	
   
 	
  
1
  	
  
 
  	
  
The Orchards Apartments
  	
  
 
  	
  
5034 West Bullard Avenue
  	
  
 
  	
  
Fresno
  	
  
 
  	
  
CA
  	
   
 	
  
93722
  	
  
 
  	
  
Fresno
  
	
   69
  	
   
 	
  
2
  	
  
 
  	
  
Hilton Mobile Estates
  	
  
 
  	
  
901 Joy Road
  	
  
 
  	
  
Columbus
  	
  
 
  	
  
GA
  	
   
 	
  
31906
  	
  
 
  	
  
Muscogee
  
	
  
70
  	
   
 	
  
1
  	
  
 
  	
  
1780 Fourth Street
  	
  
 
  	
  
1780 4th Street
  	
  
 
  	
  
Berkeley
  	
  
 
  	
  
CA
  	
   
 	
  
94710
  	
  
 
  	
  
Alameda
  
	
   71
  	
   
 	
  
1
  	
  
 
  	
  
Maywood Village
  	
  
 
  	
  
4401-4487 East Slauson   Avenue
  	
  
 
  	
  
Maywood
  	
  
 
  	
  
CA
  	
   
 	
  
90270
  	
  
 
  	
  
Los Angeles
  
	
  
72
  	
   
 	
  
1
  	
  
 
  	
  
Tarzana Tower
  	
  
 
  	
  
18321 Ventura Boulevard
  	
  
 
  	
  
Los Angeles
  	
  
 
  	
  
CA
  	
   
 	
  
91356
  	
  
 
  	
  
Los Angeles
  
	
   73
  	
   
 	
  
1
  	
  
 
  	
  
Addison Place Retail Center
  	
  
 
  	
  
16950 Jog Road
  	
  
 
  	
  
Delray Beach
  	
  
 
  	
  
FL
  	
   
 	
  
33446
  	
  
 
  	
  
Palm Beach
  
	
  
74
  	
   
 	
  
1
  	
  
 
  	
  
Atrium of Grand Valley
  	
  
 
  	
  
3260 North 12th Street
  	
  
 
  	
  
Grand Junction
  	
  
 
  	
  
CO
  	
   
 	
  
81506
  	
  
 
  	
  
Mesa
  
	
   75
  	
   
 	
  
1
  	
  
 
  	
  
Germantown Plaza Shopping   Center
  	
  
 
  	
  
18736 County Line Road
  	
  
 
  	
  
Germantown
  	
  
 
  	
  
WI
  	
   
 	
  
53022
  	
  
 
  	
  
Washington
  
	
  
76
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Columbia, MD
  	
  
 
  	
  
10400 Old Columbia Road
  	
  
 
  	
  
Columbia
  	
  
 
  	
  
MD
  	
   
 	
  
21046
  	
  
 
  	
  
Howard
  
	
   77
  	
   
 	
  
1
  	
  
 
  	
  
Century Plaza
  	
  
 
  	
  
3560 W Century Boulevard
  	
  
 
  	
  
Inglewood
  	
  
 
  	
  
CA
  	
   
 	
  
90303
  	
  
 
  	
  
Los Angeles
  
	
  
78
  	
   
 	
  
1
  	
  
 
  	
  
Grayson Village MHP
  	
  
 
  	
  
17240 Dumfries Road
  	
  
 
  	
  
Dumfries
  	
  
 
  	
  
VA
  	
   
 	
  
22026
  	
  
 
  	
  
Prince William
  
	
   79
  	
   
 	
  
2
  	
  
 
  	
  
The Woodlands of Tyler   Apartment Homes
  	
  
 
  	
  
400 Grande Boulevard
  	
  
 
  	
  
Tyler
  	
  
 
  	
  
TX
  	
   
 	
  
75703
  	
  
 
  	
  
Smith
  
	
  
80
  	
   
 	
  
1
  	
  
 
  	
  
New Market Crossing   Shopping Center
  	
  
 
  	
  
715 West Independence   Boulevard
  	
  
 
  	
  
Mount Airy
  	
  
 
  	
  
NC
  	
   
 	
  
27030
  	
  
 
  	
  
Surry
  
	
   81
  	
   
 	
  
1
  	
  
 
  	
  
1500 Building
  	
  
 
  	
  
1500 N.W. 49th Street
  	
  
 
  	
  
Fort Lauderdale
  	
  
 
  	
  
FL
  	
   
 	
  
33309
  	
  
 
  	
  
Broward
  
	
  
82
  	
   
 	
  
2
  	
  
 
  	
  
Suncoast Place Apartments
  	
  
 
  	
  
999 NE 167th Street
  	
  
 
  	
  
North Miami Beach
  	
  
 
  	
  
FL
  	
   
 	
  
33162
  	
  
 
  	
  
Miami-Dade
  
	
   83
  	
   
 	
  
1
  	
  
 
  	
  
Roundy’s Monroe
  	
  
 
  	
  
246 8th Street
  	
  
 
  	
  
Monroe
  	
  
 
  	
  
WI
  	
   
 	
  
53566
  	
  
 
  	
  
Green
  
	
  
84
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Phoenix, AZ
  	
  
 
  	
  
3770 East Bell Road
  	
  
 
  	
  
Phoenix
  	
  
 
  	
  
AZ
  	
   
 	
  
85032
  	
  
 
  	
  
Maricopa
  
	
   85
  	
   
 	
  
1
  	
  
 
  	
  
Indian Creek MHP
  	
  
 
  	
  
3524 Sherman Drive
  	
  
 
  	
  
Macungie
  	
  
 
  	
  
PA
  	
   
 	
  
18062
  	
  
 
  	
  
Lehigh
  
	
  
86
  	
   
 	
  
1
  	
  
 
  	
  
Keystone Ridge Apartments
  	
  
 
  	
  
14209 103rd Avenue Court   East
  	
  
 
  	
  
Puyallup
  	
  
 
  	
  
WA
  	
   
 	
  
98374
  	
  
 
  	
  
Pierce
  
	
   87
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Johnston, RI
  	
  
 
  	
  
1640 Hartford Avenue
  	
  
 
  	
  
Johnston
  	
  
 
  	
  
RI
  	
   
 	
  
02919
  	
  
 
  	
  
Providence
  
	
  
88
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Princeton Court
  	
  
 
  	
  
6121 Melody Lane
  	
  
 
  	
  
Dallas
  	
  
 
  	
  
TX
  	
   
 	
  
75231
  	
  
 
  	
  
Dallas
  
	
   89
  	
   
 	
  
1
  	
  
 
  	
  
Horizon Plaza
  	
  
 
  	
  
3825 East Calumet Street
  	
  
 
  	
  
Appleton
  	
  
 
  	
  
WI
  	
   
 	
  
54915
  	
  
 
  	
  
Calumet
  
	
  
90
  	
   
 	
  
2
  	
  
 
  	
  
Heritage Gardens Apts
  	
  
 
  	
  
2501 148th Avenue SE
  	
  
 
  	
  
Bellevue
  	
  
 
  	
  
WA
  	
   
 	
  
98007
  	
  
 
  	
  
King
  
	
   91
  	
   
 	
  
1
  	
  
 
  	
  
Brookhaven MHP
  	
  
 
  	
  
332 Gosling Drive
  	
  
 
  	
  
York
  	
  
 
  	
  
PA
  	
   
 	
  
17402
  	
  
 
  	
  
York
  
	
  
92
  	
   
 	
  
1
  	
  
 
  	
  
Las Colinas Village   Retirement Center
  	
  
 
  	
  
500 Paisano Road NE
  	
  
 
  	
  
Albuquerque
  	
  
 
  	
  
NM
  	
   
 	
  
87123
  	
  
 
  	
  
Bernalillo
  
	
   93
  	
   
 	
  
1
  	
  
 
  	
  
Barry Health Center
  	
  
 
  	
  
28500 Orchard Lake Road
  	
  
 
  	
  
Farmington Hills
  	
  
 
  	
  
MI
  	
   
 	
  
48334
  	
  
 
  	
  
Oakland
  
	
  
94
  	
   
 	
  
1
  	
  
 
  	
  
Mill Creek MHP
  	
  
 
  	
  
Dustin Road
  	
  
 
  	
  
York
  	
  
 
  	
  
PA
  	
   
 	
  
17402
  	
  
 
  	
  
York
  
	
   95
  	
   
 	
  
1
  	
  
 
  	
  
Holiday Inn Express &   Suites_Tampa, FL
  	
  
 
  	
  
9402 Corporate Lake Drive
  	
  
 
  	
  
Tampa
  	
  
 
  	
  
FL
  	
   
 	
  
33634
  	
  
 
  	
  
Hillsborough
  
	
  
96
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Falls Church,   VA
  	
  
 
  	
  
5821 Seminary Road
  	
  
 
  	
  
Falls Church
  	
  
 
  	
  
VA
  	
   
 	
  
22041
  	
  
 
  	
  
Fairfax
  
	
   97
  	
   
 	
  
2
  	
  
 
  	
  
Stanford Oaks Apartments
  	
  
 
  	
  
2035 Idlewood Road
  	
  
 
  	
  
Tucker
  	
  
 
  	
  
GA
  	
   
 	
  
30084
  	
  
 
  	
  
De Kalb
  
	
  
98
  	
   
 	
  
1
  	
  
 
  	
  
Newhope
  	
  
 
  	
  
17075 Newhope Street
  	
  
 
  	
  
Fountain Valley
  	
  
 
  	
  
CA
  	
   
 	
  
92708
  	
  
 
  	
  
Orange
  
	
   99
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Hemet, CA
  	
  
 
  	
  
750 South Sanderson Avenue
  	
  
 
  	
  
Hemet
  	
  
 
  	
  
CA
  	
   
 	
  
92545
  	
  
 
  	
  
Riverside
  
	
  
100
  	
   
 	
  
1
  	
  
 
  	
  
Oak Park & Waters   Hanley Pool
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
  
 
  	
  
FL
  	
   
 	
  
Various
  	
  
 
  	
  
Hillsborough
  
	
   100.01
  	
   
 	
   
 	
  
 
  	
  
Waters Hanley Plaza
  	
  
 
  	
  
7511 - 7553 West Waters Avenue
  	
  
 
  	
  
Tampa
  	
  
 
  	
  
FL
  	
   
 	
  
33615
  	
  
 
  	
  
Hillsborough
  
	
  
100.02
  	
   
 	
   
 	
  
 
  	
  
Oak Park Shopping Center
  	
  
 
  	
  
729A, 731 and 731A West   Lumsden Road
  	
  
 
  	
  
Brandon
  	
  
 
  	
  
FL
  	
   
 	
  
33511
  	
  
 
  	
  
Hillsborough
  
	
   101
  	
   
 	
  
1
  	
  
 
  	
  
Angler’s Green MHP
  	
  
 
  	
  
3500 State Road 37 North
  	
  
 
  	
  
Mulberry
  	
  
 
  	
  
FL
  	
   
 	
  
33860
  	
  
 
  	
  
Polk
  
	
  
102
  	
   
 	
  
1
  	
  
 
  	
  
Spanish Mission Apartments
  	
  
 
  	
  
422 Connell Road
  	
  
 
  	
  
Valdosta
  	
  
 
  	
  
GA
  	
   
 	
  
31602
  	
  
 
  	
  
Lowndes
  
	
   103
  	
   
 	
  
2
  	
  
 
  	
  
Lake Perris Village MHC
  	
  
 
  	
  
350 East San Jacinto Avenue
  	
  
 
  	
  
Perris
  	
  
 
  	
  
CA
  	
   
 	
  
92571
  	
  
 
  	
  
Riverside
  
	
  
104
  	
   
 	
  
1
  	
  
 
  	
  
Newberry Farms MHP
  	
  
 
  	
  
700 Cassel Road
  	
  
 
  	
  
Manchester
  	
  
 
  	
  
PA
  	
   
 	
  
17345
  	
  
 
  	
  
York
  
	
   105
  	
   
 	
  
2
  	
  
 
  	
  
Ocean Breeze
  	
  
 
  	
  
1021 and 1132 North   Wilmington Boulevard
  	
  
 
  	
  
Wilmington
  	
  
 
  	
  
CA
  	
   
 	
  
90744
  	
  
 
  	
  
Los Angeles
  
	
  
106
  	
   
 	
  
1
  	
  
 
  	
  
Parkside Apartments
  	
  
 
  	
  
1801 South Cutler Drive
  	
  
 
  	
  
Tempe
  	
  
 
  	
  
AZ
  	
   
 	
  
85281
  	
  
 
  	
  
Maricopa
  
	
   107
  	
   
 	
  
1
  	
  
 
  	
  
Meadowview MHP
  	
  
 
  	
  
2900 Oakland Road
  	
  
 
  	
  
Dover
  	
  
 
  	
  
PA
  	
   
 	
  
17315
  	
  
 
  	
  
York
  
	
  
108
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Salt Lake City,   UT
  	
  
 
  	
  
531 East 400 SOuth
  	
  
 
  	
  
Salt Lake City
  	
  
 
  	
  
UT
  	
   
 	
  
84102
  	
  
 
  	
  
Salt Lake
  
	
   109
  	
   
 	
  
2
  	
  
 
  	
  
Sagecrest Apartments
  	
  
 
  	
  
1050 Connolly Drive
  	
  
 
  	
  
Elko
  	
  
 
  	
  
NV
  	
   
 	
  
89801
  	
  
 
  	
  
Elko
  
	
  
110
  	
   
 	
  
2
  	
  
 
  	
  
Regency Apartments
  	
  
 
  	
  
1251 McDaniel Lane   Southeast
  	
  
 
  	
  
Lacey
  	
  
 
  	
  
WA
  	
   
 	
  
98503
  	
  
 
  	
  
Thurston
  
	
   111
  	
   
 	
  
1
  	
  
 
  	
  
Antioch Crossing Shopping   Center
  	
  
 
  	
  
Route 173/Deep Lake Road
  	
  
 
  	
  
Antioch
  	
  
 
  	
  
IL
  	
   
 	
  
60002
  	
  
 
  	
  
Lake
  
	
  
112
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Sandy, UT
  	
  
 
  	
  
9426 South 700 Street
  	
  
 
  	
  
Sandy
  	
  
 
  	
  
UT
  	
   
 	
  
84070
  	
  
 
  	
  
Salt Lake
  
	
   113
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Canyon Creek
  	
  
 
  	
  
10951 Stone Canyon Road
  	
  
 
  	
  
Dallas
  	
  
 
  	
  
TX
  	
   
 	
  
75230
  	
  
 
  	
  
Dallas
  
	
  
114
  	
   
 	
  
1
  	
  
 
  	
  
Lynnhaven Square Shopping   Center
  	
  
 
  	
  
2077 Lynnhaven Parkway
  	
  
 
  	
  
Virginia Beach
  	
  
 
  	
  
VA
  	
   
 	
  
23451
  	
  
 
  	
  
Virginia Beach City
  
	
   115
  	
   
 	
  
2
  	
  
 
  	
  
Manor Pointe
  	
  
 
  	
  
12129 Manor Drive
  	
  
 
  	
  
Hawthorne
  	
  
 
  	
  
CA
  	
   
 	
  
90250
  	
  
 
  	
  
Los Angeles
  
	
  
116
  	
   
 	
  
2
  	
  
 
  	
  
Silver Eagle MHP
  	
  
 
  	
  
411 West Silver Eagle Road
  	
  
 
  	
  
Sacramento
  	
  
 
  	
  
CA
  	
   
 	
  
95834
  	
  
 
  	
  
Sacramento
  
	
   117
  	
   
 	
  
1
  	
  
 
  	
  
Fairfield Inn & Suites   - Winston Salem, NC
  	
  
 
  	
  
1680 Westbrook Plaza Drive
  	
  
 
  	
  
Winston Salem
  	
  
 
  	
  
NC
  	
   
 	
  
27103
  	
  
 
  	
  
Forsyth
  
	
  
118
  	
   
 	
  
2
  	
  
 
  	
  
Sun Terrace
  	
  
 
  	
  
8437 Cedros Avenue
  	
  
 
  	
  
Panorama City
  	
  
 
  	
  
CA
  	
   
 	
  
91402
  	
  
 
  	
  
Los Angeles
  
	
   119
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Chicago   (South Wabash Avenue), IL
  	
  
 
  	
  
1255 South Wabash Avenue
  	
  
 
  	
  
Chicago
  	
  
 
  	
  
IL
  	
   
 	
  
60605
  	
  
 
  	
  
Cook
  
	
  
120
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Fort Myers,   FL
  	
  
 
  	
  
16590 San Carlos Boulevard
  	
  
 
  	
  
Fort Myers
  	
  
 
  	
  
FL
  	
   
 	
  
33908
  	
  
 
  	
  
Lee
  
	
   121
  	
   
 	
  
2
  	
  
 
  	
  
View Pointe
  	
  
 
  	
  
2959 Leeward Avenue
  	
  
 
  	
  
Los Angeles
  	
  
 
  	
  
CA
  	
   
 	
  
90005
  	
  
 
  	
  
Los Angeles
  
	
  
122
  	
   
 	
  
1
  	
  
 
  	
  
Sierra Park Apartments
  	
  
 
  	
  
1314 West 8th Street
  	
  
 
  	
  
Tempe
  	
  
 
  	
  
AZ
  	
   
 	
  
85281
  	
  
 
  	
  
Maricopa
  
	
   123
  	
   
 	
  
1
  	
  
 
  	
  
Willow View Office Building   (3)
  	
  
 
  	
  
74130 Country Club Drive
  	
  
 
  	
  
Palm Desert
  	
  
 
  	
  
CA
  	
   
 	
  
92260
  	
  
 
  	
  
Riverside
  
	
  
124
  	
   
 	
  
1
  	
  
 
  	
  
Holiday Inn Express -   Richmond, VA
  	
  
 
  	
  
9933 Mayland Drive
  	
  
 
  	
  
Richmond
  	
  
 
  	
  
VA
  	
   
 	
  
23233
  	
  
 
  	
  
Henrico
  
	
   125
  	
   
 	
  
1
  	
  
 
  	
  
City Center Retail
  	
  
 
  	
  
200-240 MAC and 301 East   Grand River Avenues
  	
  
 
  	
  
East Lansing
  	
  
 
  	
  
MI
  	
   
 	
  
48933
  	
  
 
  	
  
Ingham
  
	
  
126
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Sacramento,   CA
  	
  
 
  	
  
5770 Auburn Boulevard
  	
  
 
  	
  
Sacramento
  	
  
 
  	
  
CA
  	
   
 	
  
95841
  	
  
 
  	
  
Sacramento
  
	
   127
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Waldorf, MD
  	
  
 
  	
  
25 High Street
  	
  
 
  	
  
Waldorf
  	
  
 
  	
  
MD
  	
   
 	
  
20602
  	
  
 
  	
  
Charles
  
	
  
128
  	
   
 	
  
1
  	
  
 
  	
  
West Park Place Building   III
  	
  
 
  	
  
2700-2736 NC Highway 55 W
  	
  
 
  	
  
Cary
  	
  
 
  	
  
NC
  	
   
 	
  
27519
  	
  
 
  	
  
Wake
  
	
   129
  	
   
 	
  
1
  	
  
 
  	
  
Smokey Point Plaza
  	
  
 
  	
  
3323 & 3411 169th Place   Northeast
  	
  
 
  	
  
Arlington
  	
  
 
  	
  
WA
  	
   
 	
  
98223
  	
  
 
  	
  
Snohomish
  
	
  
130
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Towson, MD
  	
  
 
  	
  
1 East Joppa Road
  	
  
 
  	
  
Towson
  	
  
 
  	
  
MD
  	
   
 	
  
21286
  	
  
 
  	
  
Baltimore
  
	
   131
  	
   
 	
  
2
  	
  
 
  	
  
Hunter’s Court
  	
  
 
  	
  
8550 Spring Valley Road
  	
  
 
  	
  
Dallas
  	
  
 
  	
  
TX
  	
   
 	
  
75240
  	
  
 
  	
  
Dallas
  
	
  
132
  	
   
 	
  
1
  	
  
 
  	
  
Jewel (Dixon)
  	
  
 
  	
  
1380 North Galena Avenue
  	
  
 
  	
  
Dixon
  	
  
 
  	
  
IL
  	
   
 	
  
61021
  	
  
 
  	
  
Lee
  
	
   133
  	
   
 	
  
1
  	
  
 
  	
  
Fairfield Inn & Suites   - Charlottesville, VA
  	
  
 
  	
  
577 Branchlands Boulevard
  	
  
 
  	
  
Charlottesville
  	
  
 
  	
  
VA
  	
   
 	
  
22901
  	
  
 
  	
  
Albemarle
  
	
  
134
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - West Palm   Beach, FL
  	
  
 
  	
  
7285 Southern Boulevard
  	
  
 
  	
  
West Palm Beach
  	
  
 
  	
  
FL
  	
   
 	
  
33413
  	
  
 
  	
  
Palm Beach
  
	
   135
  	
   
 	
  
1
  	
  
 
  	
  
Harrington Place
  	
  
 
  	
  
1700 Alma Drive
  	
  
 
  	
  
Plano
  	
  
 
  	
  
TX
  	
   
 	
  
75075
  	
  
 
  	
  
Collin
  
	
  
136
  	
   
 	
  
2
  	
  
 
  	
  
Summer View
  	
  
 
  	
  
9510 Van Nuys Boulevard
  	
  
 
  	
  
Arleta
  	
  
 
  	
  
CA
  	
   
 	
  
91402
  	
  
 
  	
  
Los Angeles
  
	
   137
  	
   
 	
  
2
  	
  
 
  	
  
White Sands
  	
  
 
  	
  
13199 Ocotillo Road
  	
  
 
  	
  
Desert Hot Springs
  	
  
 
  	
  
CA
  	
   
 	
  
92240
  	
  
 
  	
  
Riverside
  
	
  
138
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Gateway
  	
  
 
  	
  
782 Gatewood Drive
  	
  
 
  	
  
Garland
  	
  
 
  	
  
TX
  	
   
 	
  
75043
  	
  
 
  	
  
Dallas
  
	
   139
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Independence, MO
  	
  
 
  	
  
1545 East 23rd Street
  	
  
 
  	
  
Independence
  	
  
 
  	
  
MO
  	
   
 	
  
64055
  	
  
 
  	
  
Jackson
  
	
  
140
  	
   
 	
  
1
  	
  
 
  	
  
Vallecitos Commerce Center
  	
  
 
  	
  
1144 Los Vallecitos   Boulevard
  	
  
 
  	
  
San Marcos
  	
  
 
  	
  
CA
  	
   
 	
  
92069
  	
  
 
  	
  
San Diego
  
	
   141
  	
   
 	
  
1
  	
  
 
  	
  
Newberry Estates MHP
  	
  
 
  	
  
3050 Old Trail Road
  	
  
 
  	
  
Etters
  	
  
 
  	
  
PA
  	
   
 	
  
17370
  	
  
 
  	
  
York
  
	
  
142
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Chicago, IL
  	
  
 
  	
  
4800 North Damen Avenue
  	
  
 
  	
  
Chicago
  	
  
 
  	
  
IL
  	
   
 	
  
60625
  	
  
 
  	
  
Cook
  
	
   143
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage -   Sarasota, FL (Honore)
  	
  
 
  	
  
5150 University Parkway
  	
  
 
  	
  
Sarasota
  	
  
 
  	
  
FL
  	
   
 	
  
34243
  	
  
 
  	
  
Sarasota
  
	
  
144
  	
   
 	
  
1
  	
  
 
  	
  
Eckerd - Spartanburg, SC
  	
  
 
  	
  
4010 Anderson Mill Road
  	
  
 
  	
  
Spartanburg
  	
  
 
  	
  
SC
  	
   
 	
  
29301
  	
  
 
  	
  
Spartanburg
  
	
   145
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Watsonville,   CA
  	
  
 
  	
  
1478 Freedom Boulevard
  	
  
 
  	
  
Watsonville
  	
  
 
  	
  
CA
  	
   
 	
  
95076
  	
  
 
  	
  
Santa Cruz
  
	
  
146
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Midvale, UT
  	
  
 
  	
  
7203 South State Street
  	
  
 
  	
  
Midvale
  	
  
 
  	
  
UT
  	
   
 	
  
84047
  	
  
 
  	
  
Salt Lake
  
	
   147
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Fayetteville,   AR
  	
  
 
  	
  
300 East Township Street
  	
  
 
  	
  
Fayetteville
  	
  
 
  	
  
AR
  	
   
 	
  
72703
  	
  
 
  	
  
Washington
  
	
  
148
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Chester, VA
  	
  
 
  	
  
4238 West Hundred Road
  	
  
 
  	
  
Chester
  	
  
 
  	
  
VA
  	
   
 	
  
23831
  	
  
 
  	
  
Chesterfield
  
	
   149
  	
   
 	
  
1
  	
  
 
  	
  
331 South Rio Grande Street
  	
  
 
  	
  
331 South Rio Grande Street
  	
  
 
  	
  
Salt Lake City
  	
  
 
  	
  
UT
  	
   
 	
  
84101
  	
  
 
  	
  
Salt Lake
  
	
  
150
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - New Bern, NC
  	
  
 
  	
  
2001 Neuse Boulevard
  	
  
 
  	
  
New Bern
  	
  
 
  	
  
NC
  	
   
 	
  
28560
  	
  
 
  	
  
Craven
  
	
   151
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Chicago (West   Addison Street), IL
  	
  
 
  	
  
4400 West Addison Street
  	
  
 
  	
  
Chicago
  	
  
 
  	
  
IL
  	
   
 	
  
60641
  	
  
 
  	
  
Cook
  
	
  
152
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Lago Vista, TX
  	
  
 
  	
  
20601 FM 1431
  	
  
 
  	
  
Lago Vista
  	
  
 
  	
  
TX
  	
   
 	
  
78645
  	
  
 
  	
  
Travis
  
	
   153
  	
   
 	
  
1
  	
  
 
  	
  
Holiday Inn Express -   Durham, NC
  	
  
 
  	
  
2516 Guess Road
  	
  
 
  	
  
Durham
  	
  
 
  	
  
NC
  	
   
 	
  
27705
  	
  
 
  	
  
Durham
  
	
  
154
  	
   
 	
  
1
  	
  
 
  	
  
Eckerd - Travelers Rest, SC
  	
  
 
  	
  
6505 State Park Road
  	
  
 
  	
  
Travelers Rest
  	
  
 
  	
  
SC
  	
   
 	
  
29690
  	
  
 
  	
  
Greenville
  
	
   155
  	
   
 	
  
1
  	
  
 
  	
  
INS Building - South   Portland, ME
  	
  
 
  	
  
176 Gannett Drive
  	
  
 
  	
  
South Portland
  	
  
 
  	
  
ME
  	
   
 	
  
04106
  	
  
 
  	
  
Cumberland
  
	
  
156
  	
   
 	
  
2
  	
  
 
  	
  
Port of Call MHP
  	
  
 
  	
  
4159 Dove Road
  	
  
 
  	
  
Port Huron
  	
  
 
  	
  
MI
  	
   
 	
  
48060
  	
  
 
  	
  
St. Clair
  
	
   157
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Louisville, KY
  	
  
 
  	
  
9801 Brownsboro Road
  	
  
 
  	
  
Louisville
  	
  
 
  	
  
KY
  	
   
 	
  
40241
  	
  
 
  	
  
Jefferson
  
	
  
158
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Staten Island,   NY
  	
  
 
  	
  
758 Arthur Kill Road
  	
  
 
  	
  
Staten Island
  	
  
 
  	
  
NY
  	
   
 	
  
10312
  	
  
 
  	
  
Richmond
  
	
   159
  	
   
 	
  
2
  	
  
 
  	
  
Evergreen
  	
  
 
  	
  
10800 South Main Street
  	
  
 
  	
  
Los Angeles
  	
  
 
  	
  
CA
  	
   
 	
  
90061
  	
  
 
  	
  
Los Angeles
  
	
  
160
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Viewpoint
  	
  
 
  	
  
10602 Stone Canyon Road
  	
  
 
  	
  
Dallas
  	
  
 
  	
  
TX
  	
   
 	
  
75230
  	
  
 
  	
  
Dallas
  
	
   161
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Louisville,   KY
  	
  
 
  	
  
5807 Bardstown Road
  	
  
 
  	
  
Louisville
  	
  
 
  	
  
KY
  	
   
 	
  
40291
  	
  
 
  	
  
Jefferson
  
	
  
162
  	
   
 	
  
1
  	
  
 
  	
  
Tempe Towne Plaza
  	
  
 
  	
  
827-833 South Rural Road   & 933 East University Drive
  	
  
 
  	
  
Tempe
  	
  
 
  	
  
AZ
  	
   
 	
  
85281
  	
  
 
  	
  
Maricopa
  
	
   163
  	
   
 	
  
1
  	
  
 
  	
  
Hampton Inn - Cornelius, NC
  	
  
 
  	
  
19501 Statesville Road
  	
  
 
  	
  
Cornelius
  	
  
 
  	
  
NC
  	
   
 	
  
28031
  	
  
 
  	
  
Mecklenburg
  
	
  
164
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Chicago (West   Harrison Street), IL
  	
  
 
  	
  
707 West Harrison Street
  	
  
 
  	
  
Chicago
  	
  
 
  	
  
IL
  	
   
 	
  
60607
  	
  
 
  	
  
Cook
  
	
   165
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Columbus, OH
  	
  
 
  	
  
2160 Innis Road
  	
  
 
  	
  
Columbus
  	
  
 
  	
  
OH
  	
   
 	
  
43224
  	
  
 
  	
  
Franklin
  
	
  
166
  	
   
 	
  
1
  	
  
 
  	
  
Northwood Manor MHP
  	
  
 
  	
  
3050 York Haven Road
  	
  
 
  	
  
York Haven
  	
  
 
  	
  
PA
  	
   
 	
  
17370
  	
  
 
  	
  
York
  
	
   167
  	
   
 	
  
2
  	
  
 
  	
  
Suncrest
  	
  
 
  	
  
8553 Sepulveda Boulevard
  	
  
 
  	
  
North Hills
  	
  
 
  	
  
CA
  	
   
 	
  
91343
  	
  
 
  	
  
Los Angeles
  
	
  
168
  	
   
 	
  
2
  	
  
 
  	
  
Wellington Place Apartments
  	
  
 
  	
  
3002, 3004, 3102, &   3104 Edward Hoffman Drive
  	
  
 
  	
  
Champaign
  	
  
 
  	
  
IL
  	
   
 	
  
61820
  	
  
 
  	
  
Champaign
  
	
   169
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage -   Sarasota, FL (University Square)
  	
  
 
  	
  
3265 University Parkway
  	
  
 
  	
  
Sarasota
  	
  
 
  	
  
FL
  	
   
 	
  
34243
  	
  
 
  	
  
Manatee
  
	
  
170
  	
   
 	
  
2
  	
  
 
  	
  
Quebec House Apartments (9)
  	
  
 
  	
  
4050 Valley View Lane
  	
  
 
  	
  
Farmers Branch
  	
  
 
  	
  
TX
  	
   
 	
  
75244
  	
  
 
  	
  
Dallas
  
	
   171
  	
   
 	
  
1
  	
  
 
  	
  
Eckerd - Hayes, VA
  	
  
 
  	
  
2460 George Washington   Memorial Highway
  	
  
 
  	
  
Hayes
  	
  
 
  	
  
VA
  	
   
 	
  
23072
  	
  
 
  	
  
Gloucester
  
	
  
172
  	
   
 	
  
2
  	
  
 
  	
  
High Park Apartments
  	
  
 
  	
  
100 High Park Drive
  	
  
 
  	
  
New Albany
  	
  
 
  	
  
IN
  	
   
 	
  
47150
  	
  
 
  	
  
Floyd
  
	
   173
  	
   
 	
  
2
  	
  
 
  	
  
Villa De La Rosa
  	
  
 
  	
  
7862 Lankershim Avenue
  	
  
 
  	
  
Highland
  	
  
 
  	
  
CA
  	
   
 	
  
92346
  	
  
 
  	
  
San Bernardino
  
	
  
174
  	
   
 	
  
1
  	
  
 
  	
  
Best Buy - Tupelo, MS
  	
  
 
  	
  
3040 North Gloster Street
  	
  
 
  	
  
Tupelo
  	
  
 
  	
  
MS
  	
   
 	
  
38804
  	
  
 
  	
  
Lee
  
	
   175
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Cordova, TN
  	
  
 
  	
  
900 North Germantown   Parkway
  	
  
 
  	
  
Cordova
  	
  
 
  	
  
TN
  	
   
 	
  
38018
  	
  
 
  	
  
Shelby
  
	
  
176
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Woodbridge
  	
  
 
  	
  
10702 Stone Canyon Road
  	
  
 
  	
  
Dallas
  	
  
 
  	
  
TX
  	
   
 	
  
75230
  	
  
 
  	
  
Dallas
  
	
   177
  	
   
 	
  
1
  	
  
 
  	
  
Ashford Hills Apartments
  	
  
 
  	
  
95 Varga Road
  	
  
 
  	
  
Ashford
  	
  
 
  	
  
CT
  	
   
 	
  
06278
  	
  
 
  	
  
Windham
  
	
  
178
  	
   
 	
  
1
  	
  
 
  	
  
975 Morris Park Avenue
  	
  
 
  	
  
975 Morris Park Avenue
  	
  
 
  	
  
Bronx
  	
  
 
  	
  
NY
  	
   
 	
  
10462
  	
  
 
  	
  
Bronx
  
	
   179
  	
   
 	
  
2
  	
  
 
  	
  
The Meadows Apartments
  	
  
 
  	
  
14026 Paramount Boulevard
  	
  
 
  	
  
Paramount
  	
  
 
  	
  
CA
  	
   
 	
  
90273
  	
  
 
  	
  
Los Angeles
  
	
  
180
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Wilson, NC
  	
  
 
  	
  
2653 Ward Boulevard
  	
  
 
  	
  
Wilson
  	
  
 
  	
  
NC
  	
   
 	
  
27896
  	
  
 
  	
  
Wilson
  
	
   181
  	
   
 	
  
2
  	
  
 
  	
  
Northridge Palm Apartments
  	
  
 
  	
  
8651 and 8661 Wilbur Street
  	
  
 
  	
  
Northridge
  	
  
 
  	
  
CA
  	
   
 	
  
91325
  	
  
 
  	
  
Los Angeles
  
	
  
182
  	
   
 	
  
2
  	
  
 
  	
  
New Peachtree Apartments
  	
  
 
  	
  
3359 Hood Avenue
  	
  
 
  	
  
Chamblee
  	
  
 
  	
  
GA
  	
   
 	
  
30341
  	
  
 
  	
  
DeKalb
  
	
   183
  	
   
 	
  
1
  	
  
 
  	
  
Spring Meadows at Valley   Forge
  	
  
 
  	
  
1210 Charlestown Road
  	
  
 
  	
  
Phoenixville
  	
  
 
  	
  
PA
  	
   
 	
  
19460
  	
  
 
  	
  
Chester
  
	
  
184
  	
   
 	
  
2
  	
  
 
  	
  
Sunrise Apartments
  	
  
 
  	
  
38257 12th Street East
  	
  
 
  	
  
Palmdale
  	
  
 
  	
  
CA
  	
   
 	
  
93550
  	
  
 
  	
  
Los Angeles
  
	
   185
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage -   Holiday, FL
  	
  
 
  	
  
3118 US Highway 19
  	
  
 
  	
  
Holiday
  	
  
 
  	
  
FL
  	
   
 	
  
34691
  	
  
 
  	
  
Pasco
  
	
  
186
  	
   
 	
  
1
  	
  
 
  	
  
Citadel International
  	
  
 
  	
  
5950 Hazeltine National   Drive
  	
  
 
  	
  
Orlando
  	
  
 
  	
  
FL
  	
   
 	
  
32822
  	
  
 
  	
  
Orange
  
	
   187
  	
   
 	
  
2
  	
  
 
  	
  
Parkglen Apartments
  	
  
 
  	
  
38308 Division Street
  	
  
 
  	
  
Palmdale
  	
  
 
  	
  
CA
  	
   
 	
  
93550
  	
  
 
  	
  
Los Angeles
  
	
  
188
  	
   
 	
  
2
  	
  
 
  	
  
Cedar Pointe
  	
  
 
  	
  
12638 Cedar Avenue
  	
  
 
  	
  
Hawthorne
  	
  
 
  	
  
CA
  	
   
 	
  
90250
  	
  
 
  	
  
Los Angeles
  
	
   189
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens-Pulaski
  	
  
 
  	
  
620 West College Street
  	
  
 
  	
  
Pulaski
  	
  
 
  	
  
TN
  	
   
 	
  
38478
  	
  
 
  	
  
Giles
  
	
  
190
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Mount   Clemens, MI
  	
  
 
  	
  
24651 North River Road
  	
  
 
  	
  
Mount Clemens
  	
  
 
  	
  
MI
  	
   
 	
  
48043
  	
  
 
  	
  
Macomb
  
	
   191
  	
   
 	
  
2
  	
  
 
  	
  
Courtyard Apartments
  	
  
 
  	
  
38665 11th Street East
  	
  
 
  	
  
Palmdale
  	
  
 
  	
  
CA
  	
   
 	
  
93550
  	
  
 
  	
  
Los Angeles
  
	
  
192
  	
   
 	
  
1
  	
  
 
  	
  
Madison Square
  	
  
 
  	
  
2501-2589 Atlanta Highway
  	
  
 
  	
  
Montgomery
  	
  
 
  	
  
AL
  	
   
 	
  
36107
  	
  
 
  	
  
Montgomery
  
	
   193
  	
   
 	
  
1
  	
  
 
  	
  
Kimball Crossing Shopping   Center
  	
  
 
  	
  
4260 Kimball Bridge Road
  	
  
 
  	
  
Alpharetta
  	
  
 
  	
  
GA
  	
   
 	
  
30022
  	
  
 
  	
  
Fulton
  
	
  
194
  	
   
 	
  
1
  	
  
 
  	
  
Office Depot - Oklahoma   City, OK
  	
  
 
  	
  
2724 NW Expressway
  	
  
 
  	
  
Oklahoma City
  	
  
 
  	
  
OK
  	
   
 	
  
73112
  	
  
 
  	
  
Oklahoma
  
	
   195
  	
   
 	
  
1
  	
  
 
  	
  
Alpine Self Storage -   Eagle, CO
  	
  
 
  	
  
800 & 824 Chambers   Avenue
  	
  
 
  	
  
Eagle
  	
  
 
  	
  
CO
  	
   
 	
  
81631
  	
  
 
  	
  
Eagle
  
	
  
196
  	
   
 	
  
1
  	
  
 
  	
  
Town Center
  	
  
 
  	
  
3708 Town Center Boulevard
  	
  
 
  	
  
Orlando
  	
  
 
  	
  
FL
  	
   
 	
  
32837
  	
  
 
  	
  
Orange
  
	
   197
  	
   
 	
  
1
  	
  
 
  	
  
Stor-All - Duluth, GA
  	
  
 
  	
  
2423 Pleasant Hill Road
  	
  
 
  	
  
Duluth
  	
  
 
  	
  
GA
  	
   
 	
  
30096
  	
  
 
  	
  
Gwinnett
  
	
  
198
  	
   
 	
  
1
  	
  
 
  	
  
Advance Auto Parts -   Cincinnati, OH
  	
  
 
  	
  
5304 Glenway Avenue
  	
  
 
  	
  
Cincinnati
  	
  
 
  	
  
OH
  	
   
 	
  
45238
  	
  
 
  	
  
Hamilton
  
	
   199
  	
   
 	
  
2
  	
  
 
  	
  
Casa Brae
  	
  
 
  	
  
815 South Bonnie Brae   Street
  	
  
 
  	
  
Los Angeles
  	
  
 
  	
  
CA
  	
   
 	
  
90057
  	
  
 
  	
  
Los Angeles
  
	
  
200
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage -   Venice, FL
  	
  
 
  	
  
3000 South Tamiami Trail
  	
  
 
  	
  
Venice
  	
  
 
  	
  
FL
  	
   
 	
  
34293
  	
  
 
  	
  
Sarasota
  
	
   201
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Whiteville, NC
  	
  
 
  	
  
902 North J.K. Powell   Boulevard
  	
  
 
  	
  
Whiteville
  	
  
 
  	
  
NC
  	
   
 	
  
38401
  	
  
 
  	
  
Columbus
  
	
  
202
  	
   
 	
  
2
  	
  
 
  	
  
Royal Palms
  	
  
 
  	
  
38700 10th Street East
  	
  
 
  	
  
Palmdale
  	
  
 
  	
  
CA
  	
   
 	
  
93550
  	
  
 
  	
  
Los Angeles
  
	
   203
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Cleveland, TX
  	
  
 
  	
  
108 North Washington Avenue
  	
  
 
  	
  
Cleveland
  	
  
 
  	
  
TX
  	
   
 	
  
77327
  	
  
 
  	
  
Liberty
  
	
  
204
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Grandville,   MI
  	
  
 
  	
  
4438 Spartan Industrial Drive   SW
  	
  
 
  	
  
Grandville
  	
  
 
  	
  
MI
  	
   
 	
  
49418
  	
  
 
  	
  
Kent
  
	
   205
  	
   
 	
  
2
  	
  
 
  	
  
Highland Meadows (Fayette)
  	
  
 
  	
  
5708 and 5712 Fayette   Street
  	
  
 
  	
  
Los Angeles
  	
  
 
  	
  
CA
  	
   
 	
  
90042
  	
  
 
  	
  
Los Angeles
  
	
  
206
  	
   
 	
  
2
  	
  
 
  	
  
Sunridge Apartments
  	
  
 
  	
  
38665 12th Street East
  	
  
 
  	
  
Palmdale
  	
  
 
  	
  
CA
  	
   
 	
  
93550
  	
  
 
  	
  
Los Angeles
  
	
   207
  	
   
 	
  
1
  	
  
 
  	
  
Rite Aid - St. Marys, OH
  	
  
 
  	
  
1502 Executive Drive
  	
  
 
  	
  
Saint Marys
  	
  
 
  	
  
OH
  	
   
 	
  
45885
  	
  
 
  	
  
Auglaize
  
	
  
208
  	
   
 	
  
2
  	
  
 
  	
  
Highland Meadows (Meridian)
  	
  
 
  	
  
5618 Meridian Street
  	
  
 
  	
  
Los Angeles
  	
  
 
  	
  
CA
  	
   
 	
  
90042
  	
  
 
  	
  
Los Angeles
  
	
   209
  	
   
 	
  
1
  	
  
 
  	
  
Tractor Supply - Woodstock,   VA
  	
  
 
  	
  
541 West Reservoir Road
  	
  
 
  	
  
Woodstock
  	
  
 
  	
  
VA
  	
   
 	
  
22664
  	
  
 
  	
  
Shenandoah
  
	
  
210
  	
   
 	
  
2
  	
  
 
  	
  
China Gate
  	
  
 
  	
  
236 and 254 Avenue 24
  	
  
 
  	
  
Los Angeles
  	
  
 
  	
  
CA
  	
   
 	
  
90031
  	
  
 
  	
  
Los Angeles
  
	
   211
  	
   
 	
  
2
  	
  
 
  	
  
Highland Spring (Vallejo)
  	
  
 
  	
  
2141 Vallejo Street and   2511 Verde Street
  	
  
 
  	
  
Los Angeles
  	
  
 
  	
  
CA
  	
   
 	
  
90031   and 90033
  	
  
 
  	
  
Los Angeles
  
	
  
212
  	
   
 	
  
2
  	
  
 
  	
  
South View Apartments
  	
  
 
  	
  
839 South Carondelet Street
  	
  
 
  	
  
Los Angeles
  	
  
 
  	
  
CA
  	
   
 	
  
90057
  	
  
 
  	
  
Los Angeles
  
	
   213
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Kent, OH
  	
  
 
  	
  
950 Cherry Street
  	
  
 
  	
  
Kent
  	
  
 
  	
  
OH
  	
   
 	
  
44240
  	
  
 
  	
  
Portage
  
	
  
214
  	
   
 	
  
1
  	
  
 
  	
  
Addison Place Bank Out   Parcel
  	
  
 
  	
  
16950 Jog Road
  	
  
 
  	
  
Delray Beach
  	
  
 
  	
  
FL
  	
   
 	
  
33446
  	
  
 
  	
  
Palm Beach
  
	
   215
  	
   
 	
  
2
  	
  
 
  	
  
South View (Broadway)
  	
  
 
  	
  
7520 South Broadway   Boulevard
  	
  
 
  	
  
Los Angeles
  	
  
 
  	
  
CA
  	
   
 	
  
90003
  	
  
 
  	
  
Los Angeles
  
	
  
216
  	
   
 	
  
1
  	
  
 
  	
  
Tractor Supply - Glasgow,   KY
  	
  
 
  	
  
3300 Veterans Outer Loop
  	
  
 
  	
  
Glasgow
  	
  
 
  	
  
KY
  	
   
 	
  
42141
  	
  
 
  	
  
Barren
  
	
   217
  	
   
 	
  
2
  	
  
 
  	
  
South View (Main)
  	
  
 
  	
  
11924 South Main Street
  	
  
 
  	
  
Los Angeles
  	
  
 
  	
  
CA
  	
   
 	
  
90061
  	
  
 
  	
  
Los Angeles
  
	
  
218
  	
   
 	
  
2
  	
  
 
  	
  
York Pointe
  	
  
 
  	
  
11651 & 11652 York   Avenue
  	
  
 
  	
  
Hawthorne
  	
  
 
  	
  
CA
  	
   
 	
  
90250
  	
  
 
  	
  
Los Angeles
  
	
   219
  	
   
 	
  
1
  	
  
 
  	
  
U Stow N Go - Clearwater,   FL
  	
  
 
  	
  
2166 Drew Street
  	
  
 
  	
  
Clearwater
  	
  
 
  	
  
FL
  	
   
 	
  
33765
  	
  
 
  	
  
Pinellas
  
	
  
220
  	
   
 	
  
2
  	
  
 
  	
  
Forest View Apartments
  	
  
 
  	
  
3344 Chapman Street
  	
  
 
  	
  
Los Angeles
  	
  
 
  	
  
CA
  	
   
 	
  
90065
  	
  
 
  	
  
Los Angeles
  
	
   221
  	
   
 	
  
1
  	
  
 
  	
  
Park Glen Market Place
  	
  
 
  	
  
5421 Basswood Boulevard
  	
  
 
  	
  
Fort Worth
  	
  
 
  	
  
TX
  	
   
 	
  
76137
  	
  
 
  	
  
Tarrant
  
	
  
222
  	
   
 	
  
2
  	
  
 
  	
  
Highland Springs (Lincoln   Park)
  	
  
 
  	
  
2339 Lincoln Park Avenue
  	
  
 
  	
  
Los Angeles
  	
  
 
  	
  
CA
  	
   
 	
  
90031
  	
  
 
  	
  
Los Angeles
  
	
   223
  	
   
 	
  
1
  	
  
 
  	
  
Tractor Supply - Paducah,   KY
  	
  
 
  	
  
5525 US Highway 60 West
  	
  
 
  	
  
Paducah
  	
  
 
  	
  
KY
  	
   
 	
  
42001
  	
  
 
  	
  
Mccracken
  
	
  
224
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Grandview, MO
  	
  
 
  	
  
14300 South US Highway 71
  	
  
 
  	
  
Grandview
  	
  
 
  	
  
MO
  	
   
 	
  
64030
  	
  
 
  	
  
Jackson
  
	
   225
  	
   
 	
  
2
  	
  
 
  	
  
Rio Grande
  	
  
 
  	
  
38572 10th Place East
  	
  
 
  	
  
Palmdale
  	
  
 
  	
  
CA
  	
   
 	
  
93550
  	
  
 
  	
  
Los Angeles
  
	
  
226
  	
   
 	
  
2
  	
  
 
  	
  
Santa Fe Apartments
  	
  
 
  	
  
38604 10th Street East
  	
  
 
  	
  
Palmdale
  	
  
 
  	
  
CA
  	
   
 	
  
93550
  	
  
 
  	
  
Los Angeles
  
	
   227
  	
   
 	
  
2
  	
  
 
  	
  
Village Square
  	
  
 
  	
  
25847 East 9th Street
  	
  
 
  	
  
San Bernardino
  	
  
 
  	
  
CA
  	
   
 	
  
92410
  	
  
 
  	
  
San Bernardino
  
	
  
228
  	
   
 	
  
2
  	
  
 
  	
  
South View (Avalon)
  	
  
 
  	
  
4200 and 4206 South Avalon   Boulevard
  	
  
 
  	
  
Los Angeles
  	
  
 
  	
  
CA
  	
   
 	
  
90011
  	
  
 
  	
  
Los Angeles
  
	
   229
  	
   
 	
  
2
  	
  
 
  	
  
Highland Meadows 43, 44
  	
  
 
  	
  
144 East Avenue 44 and 147   East Avenue 43
  	
  
 
  	
  
Los Angeles
  	
  
 
  	
  
CA
  	
   
 	
  
90031
  	
  
 
  	
  
Los Angeles
  
	
  
230
  	
   
 	
  
2
  	
  
 
  	
  
Woodglen Apartments
  	
  
 
  	
  
316 East Avenue Q-7
  	
  
 
  	
  
Palmdale
  	
  
 
  	
  
CA
  	
   
 	
  
93550
  	
  
 
  	
  
Los Angeles
  





	
  
Mortgage   Loan
   Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Cut-Off   Date Loan Balance ($)
  	
   
 	
  
Monthly   P&I 
Payments   ($)
  	
   
 	
  
Grace Days
  	
   
 	
  
Mortgage   Rate (%)
  	
   
 	
  
Number of   Units
  	
   
 	
  
Unit of   Measure
  
	
  


  	
   
 	
  


  	
   
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
   
 	
  


  	
  
 
  	
  


  	
  
 
  	
  


  
	
  
1
  	
   
 	
  
1
  	
  
 
  	
  
85 Tenth Avenue
  	
  
 
  	
  
200,000,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
597,953
  	
   
 	
  
Sq.   Ft.
  
	
   2
  	
   
 	
  
1
  	
  
 
  	
  
NGP Rubicon GSA Pool (2)
  	
  
 
  	
  
194,500,000.00
  	
   
 	
  
1,099,473.27
  	
   
 	
   
 	
   
 	
  
5.4600%
  	
   
 	
  
2,990,570
  	
   
 	
  
Sq.   Ft.
  
	
  
2.01
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Burlington,   NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
1,048,631
  	
   
 	
  
Sq.   Ft.
  
	
   2.02
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Sacramento,   CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
326,306
  	
   
 	
  
Sq.   Ft.
  
	
  
2.03
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Suffolk, VA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
351,075
  	
   
 	
  
Sq.   Ft.
  
	
   2.04
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Washington,   DC
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
146,365
  	
   
 	
  
Sq.   Ft.
  
	
  
2.05
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Kansas City,   KS
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
182,554
  	
   
 	
  
Sq.   Ft.
  
	
   2.06
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - San Diego, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
131,891
  	
   
 	
  
Sq.   Ft.
  
	
  
2.07
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Concord, MA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
97,256
  	
   
 	
  
Sq.   Ft.
  
	
   2.08
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Philadelphia,   PA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
88,717
  	
   
 	
  
Sq.   Ft.
  
	
  
2.09
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Huntsville,   AL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
118,040
  	
   
 	
  
Sq.   Ft.
  
	
   2.10
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Houston, TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
138,020
  	
   
 	
  
Sq.   Ft.
  
	
  
2.11
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Providence,   RI
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
130,600
  	
   
 	
  
Sq.   Ft.
  
	
   2.12
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Aurora, CO
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
103,000
  	
   
 	
  
Sq.   Ft.
  
	
  
2.13
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Lakewood, CO
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
74,285
  	
   
 	
  
Sq.   Ft.
  
	
   2.14
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Norfolk, VA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
53,830
  	
   
 	
  
Sq.   Ft.
  
	
  
3
  	
   
 	
  
1
  	
  
 
  	
  
1000 & 1100 Wilson   (2)
  	
  
 
  	
  
182,500,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
4.9700%
  	
   
 	
  
1,069,563
  	
   
 	
  
Sq.   Ft.
  
	
   4
  	
   
 	
  
1
  	
  
 
  	
  
Abbey Pool
  	
  
 
  	
  
142,625,000.00
  	
   
 	
  
78228856.2695%
  	
   
 	
   
 	
   
 	
  
5.1900%
  	
   
 	
  
1,715,219
  	
   
 	
  
Sq.   Ft.
  
	
  
4.01
  	
   
 	
   
 	
  
 
  	
  
Transpark Office Complex
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
208,975
  	
   
 	
  
Sq.   Ft.
  
	
   4.02
  	
   
 	
   
 	
  
 
  	
  
Colton Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
122,082
  	
   
 	
  
Sq.   Ft.
  
	
  
4.03
  	
   
 	
   
 	
  
 
  	
  
Sierra Gateway Business   Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
131,917
  	
   
 	
  
Sq.   Ft.
  
	
   4.04
  	
   
 	
   
 	
  
 
  	
  
10th Street Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  96,567
 	
   
 	
  
Sq.   Ft.
  
	
  
4.05
  	
   
 	
   
 	
  
 
  	
  
Transpark Industrial   Complex
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
218,261
  	
   
 	
  
Sq.   Ft.
  
	
   4.06
  	
   
 	
   
 	
  
 
  	
  
Palmdale Place Commerce   Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
85,152
  	
   
 	
  
Sq.   Ft.
  
	
  
4.07
  	
   
 	
   
 	
  
 
  	
  
Fresno Industrial Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
265,085
  	
   
 	
  
Sq.   Ft.
  
	
   4.08
  	
   
 	
   
 	
  
 
  	
  
Nevada Street Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
126,292
  	
   
 	
  
Sq.   Ft.
  
	
  
4.09
  	
   
 	
   
 	
  
 
  	
  
Tozai Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
39,349
  	
   
 	
  
Sq.   Ft.
  
	
   4.1
  	
   
 	
   
 	
  
 
  	
  
Upland Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
47,545
  	
   
 	
  
Sq.   Ft.
  
	
  
4.11
  	
   
 	
   
 	
  
 
  	
  
Rancho Carmel Commerce   Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
26,978
  	
   
 	
  
Sq.   Ft.
  
	
   4.12
  	
   
 	
   
 	
  
 
  	
  
Braden Court
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
29,987
  	
   
 	
  
Sq.   Ft.
  
	
  
4.13
  	
   
 	
   
 	
  
 
  	
  
Airpark Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
86,334
  	
   
 	
  
Sq.   Ft.
  
	
   4.14
  	
   
 	
   
 	
  
 
  	
  
30th Street Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
33022
  	
   
 	
  
Sq.   Ft.
  
	
  
4.15
  	
   
 	
   
 	
  
 
  	
  
Atlantic Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
31281
  	
   
 	
  
Sq.   Ft.
  
	
   4.16
  	
   
 	
   
 	
  
 
  	
  
Diamond Bar Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
20528
  	
   
 	
  
Sq.   Ft.
  
	
  
4.17
  	
   
 	
   
 	
  
 
  	
  
Goodrich Office Park
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
26200
  	
   
 	
  
Sq.   Ft.
  
	
   4.18
  	
   
 	
   
 	
  
 
  	
  
Garden Grove Town Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
12560
  	
   
 	
  
Sq.   Ft.
  
	
  
4.19
  	
   
 	
   
 	
  
 
  	
  
Anaheim Stadium Industrial   Park
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
89616
  	
   
 	
  
Sq.   Ft.
  
	
   4.2
  	
   
 	
   
 	
  
 
  	
  
25th Street Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
17488
  	
   
 	
  
Sq.   Ft.
  
	
  
5
  	
   
 	
  
1
  	
  
 
  	
  
Metropolitan Square
  	
  
 
  	
  
125,500,000.00
  	
   
 	
  
698,466.86
  	
   
 	
   
 	
   
 	
  
5.3200%
  	
   
 	
  
987300
  	
   
 	
  
Sq.   Ft.
  
	
   6
  	
   
 	
  
1
  	
  
 
  	
  
San Felipe Plaza
  	
  
 
  	
  
101,500,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.2800%
  	
   
 	
  
959466
  	
   
 	
  
Sq.   Ft.
  
	
  
7
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space Teamsters Pool
  	
  
 
  	
  
93,300,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
4.7550%
  	
   
 	
  
1969198
  	
   
 	
  
Sq.   Ft.
  
	
   7.01
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   River Edge, NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
97790
  	
   
 	
  
Sq.   Ft.
  
	
  
7.02
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters - Los   Alamitos, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
77,269
  	
   
 	
  
Sq.   Ft.
  
	
   7.03
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Secaucus, NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
105,750
  	
   
 	
  
Sq.   Ft.
  
	
  
7.04
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Reston, VA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
93,655
  	
   
 	
  
Sq.   Ft.
  
	
   7.05
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Burtonsville, MD
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
79,750
  	
   
 	
  
Sq.   Ft.
  
	
  
7.06
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Santee, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
83,050
  	
   
 	
  
Sq.   Ft.
  
	
   7.07
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Santa Rosa, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
96,345
  	
   
 	
  
Sq.   Ft.
  
	
  
7.08
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   North Lauderdale, FL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
80,336
  	
   
 	
  
Sq.   Ft.
  
	
   7.09
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Farmington Hills, MI
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
80,175
  	
   
 	
  
Sq.   Ft.
  
	
  
7.1
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters - Egg   Harbor Township, NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
75,650
  	
   
 	
  
Sq.   Ft.
  
	
   7.11
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Miramar, FL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
115,017
  	
   
 	
  
Sq.   Ft.
  
	
  
7.12
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Dallas, TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
59,700
  	
   
 	
  
Sq.   Ft.
  
	
   7.13
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Fall River, MA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
  	
   
 	
   76,250
  	
   
 	
  Sq. Ft. 
 
	
  
7.14
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Richmond, VA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
  
  	
   
 	
  
69,500
  	
   
 	
   Sq.   Ft.
 
	
   7.15
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Fallbrook, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
  
  	
   
 	
  
49,000
  	
   
 	
   Sq.   Ft.
 
	
  
7.16
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Phoenix, AZ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  60,750  
	
   
 	
  Sq.   Ft. 

	
   7.17
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Salisbury, MA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
58,600
  	
   
 	
  
Sq.   Ft.
  
	
  
7.18
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Memphis (Winchester Road), TN
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
  
  	
   
 	
  
71,095  
	
   
 	
   Sq.   Ft.
 
	
   7.19
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Scotts Valley, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
  
  	
   
 	
  
31,606
  	
   
 	
   Sq.   Ft.
 
	
  
7.2
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Waterford, MI
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
  
  	
   
 	
  
46,450
  	
   
 	
   Sq.   Ft.
 
	
   7.21
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Broomfield, CO
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
54,725
  	
   
 	
  
Sq.   Ft.
  
	
  
7.22
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Louisville, KY
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
57,486
  	
   
 	
  
Sq.   Ft.
  
	
   7.23
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Saugerties, NY
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
62,006
  	
   
 	
  
Sq.   Ft.
  
	
  
7.24
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Memphis (Kirby Parkway), TN
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
57,075
  	
   
 	
  
Sq.   Ft.
  
	
   7.25
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Acworth, GA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
62,379
  	
   
 	
  
Sq.   Ft.
  
	
  
7.26
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters - Albuquerque,   NM
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
31,650
  	
   
 	
  
Sq.   Ft.
  
	
   7.27
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Pasadena, TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
50,314
  	
   
 	
  
Sq.   Ft.
  
	
  
7.28
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Columbus, OH
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
85,825
  	
   
 	
  
Sq.   Ft.
  
	
   8
  	
   
 	
  
1
  	
  
 
  	
  
180 Madison Avenue
  	
  
 
  	
  
75,000,000.00
  	
   
 	
  
424,901.11
  	
   
 	
   
 	
   
 	
  
5.4800%
  	
   
 	
  
252,503
  	
   
 	
  
Sq.   Ft.
  
	
  
9
  	
   
 	
  
1
  	
  
 
  	
  
2500 City West
  	
  
 
  	
  
70,000,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.2800%
  	
   
 	
  
574,216
  	
   
 	
  
Sq.   Ft.
  
	
   10
  	
   
 	
  
1
  	
  
 
  	
  
Bryan Tower
  	
  
 
  	
  
69,000,000.00
  	
   
 	
  
375,059.44
  	
   
 	
   
 	
   
 	
  
5.1100%
  	
   
 	
  
1,122,280
  	
   
 	
  
Sq.   Ft.
  
	
  
11
  	
   
 	
  
1
  	
  
 
  	
  
6116 Executive Boulevard
  	
  
 
  	
  
65,188,000.00
  	
   
 	
  
393,334.37
  	
   
 	
   
 	
   
 	
  
5.3200%
  	
   
 	
  
207,055
  	
   
 	
  
Sq.   Ft.
  
	
   12
  	
   
 	
  
1
  	
  
 
  	
  
Crossings at Corona - Phase   III
  	
  
 
  	
  
62,000,000.00
  	
   
 	
  
333,587.65
  	
   
 	
   
 	
   
 	
  
5.0200%
  	
   
 	
  
224,509
  	
   
 	
  
Sq.   Ft.
  
	
  
13
  	
   
 	
  
1
  	
  
 
  	
  
Hilton Garden Inn -   Washington, DC
  	
  
 
  	
  
61,000,000.00
  	
   
 	
  
372,774.12
  	
   
 	
   
 	
   
 	
  
5.4500%
  	
   
 	
  
300
  	
   
 	
  
Rooms
  
	
   14
  	
   
 	
  
1
  	
  
 
  	
  
1370 Broadway
  	
  
 
  	
  
60,000,000.00
  	
   
 	
  
336,918.48
  	
   
 	
   
 	
   
 	
  
5.4000%
  	
   
 	
  
250,517
  	
   
 	
  
Sq.   Ft.
  
	
  
15
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space VRS Pool
  	
  
 
  	
  
52,100,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
4.7550%
  	
   
 	
  
1,367,692
  	
   
 	
  
Sq.   Ft.
  
	
   15.01
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Long   Island City, NY
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
103,617
  	
   
 	
  
Sq.   Ft.
  
	
  
15.02
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Wheaton,   MD
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
92,525
  	
   
 	
  
Sq.   Ft.
  
	
   15.03
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Long   Beach, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
79,436
  	
   
 	
  
Sq.   Ft.
  
	
  
15.04
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS -   Germantown, MD
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
82,795
  	
   
 	
  
Sq.   Ft.
  
	
   15.05
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Lodi, NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
72,950
  	
   
 	
  
Sq.   Ft.
  
	
  
15.06
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS -   Huntington Beach, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
63,396
  	
   
 	
  
Sq.   Ft.
  
	
   15.07
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Davie, FL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
87,149
  	
   
 	
  
Sq.   Ft.
  
	
  
15.08
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS -   Beaverton, OR
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
63,650
  	
   
 	
  
Sq.   Ft.
  
	
   15.09
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Lincoln   Park, MI
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
87,150
  	
   
 	
  
Sq.   Ft.
  
	
  
15.1
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - North   Attleborough, MA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
70,475
  	
   
 	
  
Sq.   Ft.
  
	
   15.11
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Las   Vegas, NV
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
51,780
  	
   
 	
  
Sq.   Ft.
  
	
  
15.12
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Campbell,   CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
28,508
  	
   
 	
  
Sq.   Ft.
  
	
   15.13
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Dallas,   TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
53,967
  	
   
 	
  
Sq.   Ft.
  
	
  
15.14
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Stone   Mountain, GA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
81,660
  	
   
 	
  
Sq.   Ft.
  
	
   15.15
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Miami, FL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
36,863
  	
   
 	
  
Sq.   Ft.
  
	
  
15.16
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS -   Albuquerque, NM
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
49,034
  	
   
 	
  
Sq.   Ft.
  
	
   15.17
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Baldwin   Park, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
36,378
  	
   
 	
  
Sq.   Ft.
  
	
  
15.18
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Flanders,   NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
24,940
  	
   
 	
  
Sq.   Ft.
  
	
   15.19
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Clute, TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
59,999
  	
   
 	
  
Sq.   Ft.
  
	
  
15.2
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Memphis   (Gateway Drive), TN
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
50,600
  	
   
 	
  
Sq.   Ft.
  
	
   15.21
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Joliet,   IL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
63,450
  	
   
 	
  
Sq.   Ft.
  
	
  
15.22
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Memphis   (Madison Avenue), TN
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
27,370
  	
   
 	
  
Sq.   Ft.
  
	
   16
  	
   
 	
  
1
  	
  
 
  	
  
City Place Retail Center
  	
  
 
  	
  
51,000,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
4.9200%
  	
   
 	
  
342,068
  	
   
 	
  
Sq.   Ft.
  
	
  
17
  	
   
 	
  
1
  	
  
 
  	
  
110 North Wacker Drive
  	
  
 
  	
  
48,000,000.00
  	
   
 	
  
257,674.38
  	
   
 	
  
3   (once a year)
  	
   
 	
  
5.0000%
  	
   
 	
  
226,750
  	
   
 	
  
Sq.   Ft.
  
	
   18
  	
   
 	
  
1
  	
  
 
  	
  
Park Place II
  	
  
 
  	
  
44,687,500.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.3300%
  	
   
 	
  
253,674
  	
   
 	
  
Sq.   Ft.
  
	
  
19
  	
   
 	
  
1
  	
  
 
  	
  
Phillips Lighting
  	
  
 
  	
  
41,000,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
4.9000%
  	
   
 	
  
199,900
  	
   
 	
  
Sq.   Ft.
  
	
   20
  	
   
 	
  
1
  	
  
 
  	
  
The Hinman Pool
  	
  
 
  	
  
39,000,000.00
  	
   
 	
  
206,627.99
  	
   
 	
   
 	
   
 	
  
4.8850%
  	
   
 	
  
702,671
  	
   
 	
  
Sq.   Ft.
  
	
  
20.01
  	
   
 	
   
 	
  
 
  	
  
Abbott Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
111,175
  	
   
 	
  
Sq.   Ft.
  
	
   20.02
  	
   
 	
   
 	
  
 
  	
  
Glenwood Hills Corporate   Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
83,533
  	
   
 	
  
Sq.   Ft.
  
	
  
20.03
  	
   
 	
   
 	
  
 
  	
  
Trestlebridge Office Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
90,454
  	
   
 	
  
Sq.   Ft.
  
	
   20.04
  	
   
 	
   
 	
  
 
  	
  
Fifth Third Bank Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
112,254
  	
   
 	
  
Sq.   Ft.
  
	
  
20.05
  	
   
 	
   
 	
  
 
  	
  
77 Monroe Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
91,932
  	
   
 	
  
Sq.   Ft.
  
	
   20.06
  	
   
 	
   
 	
  
 
  	
  
Bolingbrook Commons
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
178,663
  	
   
 	
  
Sq.   Ft.
  
	
  
20.07
  	
   
 	
   
 	
  
 
  	
  
Capital Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
34,660
  	
   
 	
  
Sq.   Ft.
  
	
   21
  	
   
 	
  
1
  	
  
 
  	
  
Taurus Pool
  	
  
 
  	
  
38,640,000.00
  	
   
 	
  
215,530.54
  	
   
 	
   
 	
   
 	
  
5.3400%
  	
   
 	
  
579,576
  	
   
 	
  
Sq.   Ft.
  
	
  
21.01
  	
   
 	
   
 	
  
 
  	
  
Shelton Technology Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
113,101
  	
   
 	
  
Sq.   Ft.
  
	
   21.02
  	
   
 	
   
 	
  
 
  	
  
IVAX Warehouse Facility
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
236,740
  	
   
 	
  
Sq.   Ft.
  
	
  
21.03
  	
   
 	
   
 	
  
 
  	
  
CEC Entertainment Facility
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
76,500
  	
   
 	
  
Sq.   Ft.
  
	
   21.04
  	
   
 	
   
 	
  
 
  	
  
Comcast  Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
60,000
  	
   
 	
  
Sq.   Ft.
  
	
  
21.05
  	
   
 	
   
 	
  
 
  	
  
Nashua Village
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
35,250
  	
   
 	
  
Sq.   Ft.
  
	
   21.06
  	
   
 	
   
 	
  
 
  	
  
Wal-Mart - West Point, MS
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
57,985
  	
   
 	
  
Sq.   Ft.
  
	
  
22
  	
   
 	
  
1
  	
  
 
  	
  
Embassy Suites & Casino   - San Juan, PR (4)
  	
  
 
  	
  
38,200,000.00
  	
   
 	
  
226,328.27
  	
   
 	
   
 	
   
 	
  
5.1350%
  	
   
 	
  
299
  	
   
 	
  
Rooms
  
	
   23
  	
   
 	
  
2
  	
  
 
  	
  
The Reserve Pool (5)
  	
  
 
  	
  
36,000,000.00
  	
   
 	
  
198,570.42
  	
   
 	
   
 	
   
 	
  
5.2400%
  	
   
 	
  
1,039
  	
   
 	
  
Units
  
	
  
23.01
  	
   
 	
   
 	
  
 
  	
  
The Reserve at Greenwood   Apartments
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
450
  	
   
 	
  
Units
  
	
   23.02
  	
   
 	
   
 	
  
 
  	
  
The Reserve at Foxrun   Apartments (3)
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
337
  	
   
 	
  
Units
  
	
  
23.03
  	
   
 	
   
 	
  
 
  	
  
The Reserve at Walnut Ridge   Apartments
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
252
  	
   
 	
  
Units
  
	
   24
  	
   
 	
  
2
  	
  
 
  	
  
Willow Cove Apartments
  	
  
 
  	
  
34,000,000.00
  	
   
 	
  
187,538.73
  	
   
 	
   
 	
   
 	
  
5.2400%
  	
   
 	
  
588
  	
   
 	
  
Units
  
	
  
25
  	
   
 	
  
1
  	
  
 
  	
  
Cayman Bay Apartments
  	
  
 
  	
  
33,000,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.0900%
  	
   
 	
  
480
  	
   
 	
  
Units
  
	
   26
  	
   
 	
  
1
  	
  
 
  	
  
The Lexington Apartments
  	
  
 
  	
  
32,000,000.00
  	
   
 	
  
179,290.56
  	
   
 	
   
 	
   
 	
  
5.3800%
  	
   
 	
  
598
  	
   
 	
  
Units
  
	
  
27
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Fairfield Pointe
  	
  
 
  	
  
30,080,000.00
  	
   
 	
  
165,172.55
  	
   
 	
   
 	
   
 	
  
5.2000%
  	
   
 	
  
661
  	
   
 	
  
Units
  
	
   28
  	
   
 	
  
1
  	
  
 
  	
  
San Palmilla Apartments
  	
  
 
  	
  
29,550,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
4.9500%
  	
   
 	
  
372
  	
   
 	
  
Units
  
	
  
29
  	
   
 	
  
1
  	
  
 
  	
  
Centrum North
  	
  
 
  	
  
27,000,000.00
  	
   
 	
  
146,762.39
  	
   
 	
   
 	
   
 	
  
5.1100%
  	
   
 	
  
176,862
  	
   
 	
  
Sq.   Ft.
  
	
   30
  	
   
 	
  
1
  	
  
 
  	
  
Marriott Courtyard -   Burbank, CA
  	
  
 
  	
  
25,500,000.00
  	
   
 	
  
156,287.89
  	
   
 	
   
 	
   
 	
  
5.4800%
  	
   
 	
  
190
  	
   
 	
  
Rooms
  
	
  
31
  	
   
 	
  
1
  	
  
 
  	
  
Brook Arbor Apartments
  	
  
 
  	
  
24,000,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.1800%
  	
   
 	
  
302
  	
   
 	
  
Units
  
	
   32
  	
   
 	
  
1
  	
  
 
  	
  
One City Center
  	
  
 
  	
  
24,000,000.00
  	
   
 	
  
132,083.29
  	
   
 	
   
 	
   
 	
  
5.2200%
  	
   
 	
  
210,037
  	
   
 	
  
Sq.   Ft.
  
	
  
33
  	
   
 	
  
1
  	
  
 
  	
  
The Prescott Hotel &   Postrio Restaurant
  	
  
 
  	
  
23,750,000.00
  	
   
 	
  
147,410.06
  	
   
 	
   
 	
   
 	
  
5.6100%
  	
   
 	
  
164
  	
   
 	
  
Rooms
  
	
   34
  	
   
 	
  
1
  	
  
 
  	
  
Dadeland Centre I
  	
  
 
  	
  
23,000,000.00
  	
   
 	
  
124,031.85
  	
   
 	
   
 	
   
 	
  
5.0400%
  	
   
 	
  
130,373
  	
   
 	
  
Sq.   Ft.
  
	
  
35
  	
   
 	
  
1
  	
  
 
  	
  
FBI Office Building
  	
  
 
  	
  
18,800,000.00
  	
   
 	
  
Steps
  	
   
 	
   
 	
   
 	
  
5.2300%
  	
   
 	
  
86,199
  	
   
 	
  
Sq.   Ft.
  
	
   36
  	
   
 	
  
1
  	
  
 
  	
  
Meridian Bank Tower
  	
  
 
  	
  
18,550,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.2400%
  	
   
 	
  
280,572
  	
   
 	
  
Sq.   Ft.
  
	
  
37
  	
   
 	
  
1
  	
  
 
  	
  
Palmetto Pointe Apartments
  	
  
 
  	
  
18,500,000.00
  	
   
 	
  
97,063.09
  	
   
 	
   
 	
   
 	
  
4.8000%
  	
   
 	
  
320
  	
   
 	
  
Units
  
	
   38
  	
   
 	
  
1
  	
  
 
  	
  
Rivercrest Apartments
  	
  
 
  	
  
17,150,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.2100%
  	
   
 	
  
228
  	
   
 	
  
Units
  
	
  
39
  	
   
 	
  
1
  	
  
 
  	
  
Airport Boulevard Pool
  	
  
 
  	
  
15,443,544.39
  	
   
 	
  
125,172.28
  	
   
 	
   
 	
   
 	
  
5.3200%
  	
   
 	
  
306
  	
   
 	
  
Rooms
  
	
   39.01
  	
   
 	
   
 	
  
 
  	
  
Holiday Inn Express -   Morrisville, NC
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
116
  	
   
 	
  
Rooms
  
	
  
39.02
  	
   
 	
   
 	
  
 
  	
  
Hampton Inn - Morrisville,   NC
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
102
  	
   
 	
  
Rooms
  
	
   39.03
  	
   
 	
   
 	
  
 
  	
  
Staybridge Inn -   Morrisville, NC
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
 	
  
88
  	
   
 	
  
Rooms
  
	
  
40
  	
   
 	
  
2
  	
  
 
  	
  
Palisades Apartments
  	
  
 
  	
  
15,300,000.00
  	
   
 	
  
82,601.88
  	
   
 	
   
 	
   
 	
  
5.0500%
  	
   
 	
  
274
  	
   
 	
  
Units
  
	
   41
  	
   
 	
  
1
  	
  
 
  	
  
Abbott Laboratories
  	
  
 
  	
  
15,243,750.00
  	
   
 	
  
Steps
  	
   
 	
   
 	
   
 	
  
5.1100%
  	
   
 	
  
131,341
  	
   
 	
  
Sq.   Ft.
  
	
  
42
  	
   
 	
  
2
  	
  
 
  	
  
Excalibur Apartments
  	
  
 
  	
  
15,000,000.00
  	
   
 	
  
80,890.34
  	
   
 	
   
 	
   
 	
  
5.0400%
  	
   
 	
  
210
  	
   
 	
  
Units
  
	
   43
  	
   
 	
  
1
  	
  
 
  	
  
Office Depot Building
  	
  
 
  	
  
15,000,000.00
  	
   
 	
  
81,166.18
  	
   
 	
   
 	
   
 	
  
5.0700%
  	
   
 	
  
137,066
  	
   
 	
  
Sq.   Ft.
  
	
  
44
  	
   
 	
  
1
  	
  
 
  	
  
Hilton - Longboat Key, FL (6)
  	
  
 
  	
  
14,951,768.60
  	
   
 	
  
87,863.38
  	
   
 	
   
 	
   
 	
  
5.0200%
  	
   
 	
  
102
  	
   
 	
  
Rooms
  
	
   45
  	
   
 	
  
1
  	
  
 
  	
  
Presidential Tower
  	
  
 
  	
  
14,491,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
4.9600%
  	
   
 	
  
145
  	
   
 	
  
Units
  
	
  
46
  	
   
 	
  
2
  	
  
 
  	
  
Creekside at Northlake (3)
  	
  
 
  	
  
13,969,155.70
  	
   
 	
  
76,357.44
  	
   
 	
   
 	
   
 	
  
5.1400%
  	
   
 	
  
228
  	
   
 	
  
Units
  
	
   47
  	
   
 	
  
1
  	
  
 
  	
  
Wal-Mart Way Crossing
  	
  
 
  	
  
13,535,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.3600%
  	
   
 	
  
80,160
  	
   
 	
  
Sq.   Ft.
  
	
  
48
  	
   
 	
  
2
  	
  
 
  	
  
Briarwood North Apartments
  	
  
 
  	
  
13,500,000.00
  	
   
 	
  
72,636.02
  	
   
 	
   
 	
   
 	
  
5.0200%
  	
   
 	
  
322
  	
   
 	
  
Units
  
	
   49
  	
   
 	
  
1
  	
  
 
  	
  
BJ’s Wholesale Club
  	
  
 
  	
  
13,000,000.00
  	
   
 	
  
68,363.74
  	
   
 	
   
 	
   
 	
  
4.8200%
  	
   
 	
  
112,992
  	
   
 	
  
Sq.   Ft.
  
	
  
50
  	
   
 	
  
1
  	
  
 
  	
  
Border Patrol Facility
  	
  
 
  	
  
12,971,956.62
  	
   
 	
  
71,705.98
  	
   
 	
   
 	
   
 	
  
5.2400%
  	
   
 	
  
48,250
  	
   
 	
  
Sq.   Ft.
  
	
   51
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Bethesda, MD
  	
  
 
  	
  
12,800,000.00
  	
   
 	
  
70,959.81
  	
   
 	
   
 	
   
 	
  
5.2850%
  	
   
 	
  
120,872
  	
   
 	
  
Sq.   Ft.
  
	
  
52
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Boulders
  	
  
 
  	
  
12,359,000.00
  	
   
 	
  
67,864.61
  	
   
 	
   
 	
   
 	
  
5.2000%
  	
   
 	
  
348
  	
   
 	
  
Units
  
	
   53
  	
   
 	
  
1
  	
  
 
  	
  
Valassis Communications   World Headquarters
  	
  
 
  	
  
12,100,000.00
  	
   
 	
  
70,172.56
  	
   
 	
   
 	
   
 	
  
4.9200%
  	
   
 	
  
100,597
  	
   
 	
  
Sq.   Ft.
  
	
  
54
  	
   
 	
  
1
  	
  
 
  	
  
Country Inn & Suites   (Bloomington)
  	
  
 
  	
  
12,000,000.00
  	
   
 	
  
71,203.52
  	
   
 	
   
 	
   
 	
  
5.1500%
  	
   
 	
  
153
  	
   
 	
  
Rooms
  
	
   55
  	
   
 	
  
1
  	
  
 
  	
  
Pleasant Hills MHP
  	
  
 
  	
  
11,440,000.00
  	
   
 	
  
64,453.52
  	
   
 	
   
 	
   
 	
  
5.4300%
  	
   
 	
  
354
  	
   
 	
  
Pads
  
	
  
56
  	
   
 	
  
1
  	
  
 
  	
  
Hawthorne- Circuit City
  	
  
 
  	
  
11,200,000.00
  	
   
 	
  
62,542.33
  	
   
 	
   
 	
   
 	
  
5.3500%
  	
   
 	
  
33,862
  	
   
 	
  
Sq.   Ft.
  
	
   57
  	
   
 	
  
2
  	
  
 
  	
  
Madalyn Landing
  	
  
 
  	
  
11,100,000.00
  	
   
 	
  
62,676.81
  	
   
 	
   
 	
   
 	
  
5.4500%
  	
   
 	
  
337
  	
   
 	
  
Units
  
	
  
58
  	
   
 	
  
1
  	
  
 
  	
  
Loganville Town Center
  	
  
 
  	
  
10,794,886.88
  	
   
 	
  
57,358.88
  	
   
 	
   
 	
   
 	
  
4.8900%
  	
   
 	
  
77,661
  	
   
 	
  
Sq.   Ft.
  
	
   59
  	
   
 	
  
1
  	
  
 
  	
  
Lawrenceville Town Center (7)
  	
  
 
  	
  
10,787,727.10
  	
   
 	
  
59,972.90
  	
   
 	
   
 	
   
 	
  
5.3000%
  	
   
 	
  
187,276
  	
   
 	
  
Sq.   Ft.
  
	
  
60
  	
   
 	
  
1
  	
  
 
  	
  
San Pedro Towne Center (8)
  	
  
 
  	
  
10,200,000.00
  	
   
 	
  
58,620.39
  	
   
 	
   
 	
   
 	
  
5.6100%
  	
   
 	
  
101,878
  	
   
 	
  
Sq.   Ft.
  
	
   61
  	
   
 	
  
1
  	
  
 
  	
  
Deer Run MHP
  	
  
 
  	
  
9,896,000.00
  	
   
 	
  
55755
  	
   
 	
   
 	
   
 	
  
5.4300%
  	
   
 	
  
250
  	
   
 	
  
Pads
  
	
  
62
  	
   
 	
  
1
  	
  
 
  	
  
Cedar Manor MHP
  	
  
 
  	
  
9,840,000.00
  	
   
 	
  
55,439.04
  	
   
 	
   
 	
   
 	
  
5.4300%
  	
   
 	
  
315
  	
   
 	
  
Pads
  
	
   63
  	
   
 	
  
1
  	
  
 
  	
  
Lowe’s - Windham, ME (3)
  	
  
 
  	
  
9,702,000.00
  	
   
 	
  
53,755.22
  	
   
 	
   
 	
   
 	
  
5.2800%
  	
   
 	
  
169,793
  	
   
 	
  
Sq.   Ft.
  
	
  
64
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Oceanside, CA
  	
  
 
  	
  
9,700,000.00
  	
   
 	
  
53,774.23
  	
   
 	
   
 	
   
 	
  
5.2850%
  	
   
 	
  
125,548
  	
   
 	
  
Sq.   Ft.
  
	
   65
  	
   
 	
  
1
  	
  
 
  	
  
Emerald Suites
  	
  
 
  	
  
9,550,000.00
  	
   
 	
  
53,031.59
  	
   
 	
   
 	
   
 	
  
5.3000%
  	
   
 	
  
192
  	
   
 	
  
Units
  
	
  
66
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Arnold, MD
  	
  
 
  	
  
9,500,000.00
  	
   
 	
  
52,665.48
  	
   
 	
   
 	
   
 	
  
5.2850%
  	
   
 	
  
70,430
  	
   
 	
  
Sq.   Ft.
  
	
   67
  	
   
 	
  
1
  	
  
 
  	
  
Sonoma Valley Inn
  	
  
 
  	
  
9,240,000.00
  	
   
 	
  
58,633.02
  	
   
 	
   
 	
   
 	
  
5.8400%
  	
   
 	
  
80
  	
   
 	
  
Rooms
  
	
  
68
  	
   
 	
  
1
  	
  
 
  	
  
The Orchards Apartments
  	
  
 
  	
  
9,200,000.00
  	
   
 	
  
50,518.20
  	
   
 	
   
 	
   
 	
  
5.2000%
  	
   
 	
  
96
  	
   
 	
  
Units
  
	
   69
  	
   
 	
  
2
  	
  
 
  	
  
Hilton Mobile Estates
  	
  
 
  	
  
9,189,873.11
  	
   
 	
  
52,063.55
  	
   
 	
   
 	
   
 	
  
5.4700%
  	
   
 	
  
416
  	
   
 	
  
Pads
  
	
  
70
  	
   
 	
  
1
  	
  
 
  	
  
1780 Fourth Street
  	
  
 
  	
  
9,000,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
4.9800%
  	
   
 	
  
28,213
  	
   
 	
  
Sq.   Ft.
  
	
   71
  	
   
 	
  
1
  	
  
 
  	
  
Maywood Village
  	
  
 
  	
  
9,000,000.00
  	
   
 	
  
55,644.74
  	
   
 	
   
 	
   
 	
  
5.5700%
  	
   
 	
  
48,324
  	
   
 	
  
Sq.   Ft.
  
	
  
72
  	
   
 	
  
1
  	
  
 
  	
  
Tarzana Tower
  	
  
 
  	
  
9,000,000.00
  	
   
 	
  
49,865.70
  	
   
 	
   
 	
   
 	
  
5.2800%
  	
   
 	
  
80,103
  	
   
 	
  
Sq.   Ft.
  
	
   73
  	
   
 	
  
1
  	
  
 
  	
  
Addison Place Retail Center
  	
  
 
  	
  
8,989,560.60
  	
   
 	
  
49,364.40
  	
   
 	
   
 	
   
 	
  
5.1900%
  	
   
 	
  
28,259
  	
   
 	
  
Sq.   Ft.
  
	
  
74
  	
   
 	
  
1
  	
  
 
  	
  
Atrium of Grand Valley
  	
  
 
  	
  
8,706,090.54
  	
   
 	
  
69,856.17
  	
   
 	
   
 	
   
 	
  
5.1100%
  	
   
 	
  
144
  	
   
 	
  
Units
  
	
   75
  	
   
 	
  
1
  	
  
 
  	
  
Germantown Plaza Shopping   Center
  	
  
 
  	
  
8,540,902.07
  	
   
 	
  
46,371.36
  	
   
 	
   
 	
   
 	
  
5.0800%
  	
   
 	
  
63,738
  	
   
 	
  
Sq.   Ft.
  
	
  
76
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Columbia, MD
  	
  
 
  	
  
8,400,000.00
  	
   
 	
  
46,567.38
  	
   
 	
   
 	
   
 	
  
5.2850%
  	
   
 	
  
71,285
  	
   
 	
  
Sq.   Ft.
  
	
   77
  	
   
 	
  
1
  	
  
 
  	
  
Century Plaza
  	
  
 
  	
  
8,316,566.91
  	
   
 	
  
50,015.67
  	
   
 	
   
 	
   
 	
  
5.2700%
  	
   
 	
  
23,442
  	
   
 	
  
Sq.   Ft.
  
	
  
78
  	
   
 	
  
1
  	
  
 
  	
  
Grayson Village MHP
  	
  
 
  	
  
8,080,000.00
  	
   
 	
  
45,523.12
  	
   
 	
   
 	
   
 	
  
5.4300%
  	
   
 	
  
156
  	
   
 	
  
Pads
  
	
   79
  	
   
 	
  
2
  	
  
 
  	
  
The Woodlands of Tyler   Apartment Homes
  	
  
 
  	
  
8,050,000.00
  	
   
 	
  
44,302.94
  	
   
 	
   
 	
   
 	
  
5.2200%
  	
   
 	
  
256
  	
   
 	
  
Units
  
	
  
80
  	
   
 	
  
1
  	
  
 
  	
  
New Market Crossing   Shopping Center
  	
  
 
  	
  
8,000,000.00
  	
   
 	
  
43,583.57
  	
   
 	
   
 	
   
 	
  
5.1300%
  	
   
 	
  
111,538
  	
   
 	
  
Sq.   Ft.
  
	
   81
  	
   
 	
  
1
  	
  
 
  	
  
1500 Building
  	
  
 
  	
  
7,991,110.94
  	
   
 	
  
45,022.39
  	
   
 	
   
 	
   
 	
  
5.4200%
  	
   
 	
  
97,856
  	
   
 	
  
Sq.   Ft.
  
	
  
82
  	
   
 	
  
2
  	
  
 
  	
  
Suncoast Place Apartments
  	
  
 
  	
  
7,840,000.00
  	
   
 	
  
43,341.34
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
101
  	
   
 	
  
Units
  
	
   83
  	
   
 	
  
1
  	
  
 
  	
  
Roundy’s Monroe
  	
  
 
  	
  
7,791,462.46
  	
   
 	
  
44,287.54
  	
   
 	
   
 	
   
 	
  
5.5000%
  	
   
 	
  
71,636
  	
   
 	
  
Sq.   Ft.
  
	
  
84
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Phoenix, AZ
  	
  
 
  	
  
7,400,000.00
  	
   
 	
  
41,023.64
  	
   
 	
   
 	
   
 	
  
5.2850%
  	
   
 	
  
78,765
  	
   
 	
  
Sq.   Ft.
  
	
   85
  	
   
 	
  
1
  	
  
 
  	
  
Indian Creek MHP
  	
  
 
  	
  
7,320,000.00
  	
   
 	
  
41,241.24
  	
   
 	
   
 	
   
 	
  
5.4300%
  	
   
 	
  
193
  	
   
 	
  
Pads
  
	
  
86
  	
   
 	
  
1
  	
  
 
  	
  
Keystone Ridge Apartments
  	
  
 
  	
  
7,300,000.00
  	
   
 	
  
40,582.58
  	
   
 	
   
 	
   
 	
  
5.3100%
  	
   
 	
  
91
  	
   
 	
  
Units
  
	
   87
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Johnston, RI
  	
  
 
  	
  
7,100,000.00
  	
   
 	
  
39,360.52
  	
   
 	
   
 	
   
 	
  
5.2850%
  	
   
 	
  
75,811
  	
   
 	
  
Sq.   Ft.
  
	
  
88
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Princeton Court
  	
  
 
  	
  
6,981,000.00
  	
   
 	
  
38,333.43
  	
   
 	
   
 	
   
 	
  
5.2000%
  	
   
 	
  
260
  	
   
 	
  
Units
  
	
   89
  	
   
 	
  
1
  	
  
 
  	
  
Horizon Plaza
  	
  
 
  	
  
6,973,601.71
  	
   
 	
  
45,728.99
  	
   
 	
   
 	
   
 	
  
5.4900%
  	
   
 	
  
73,425
  	
   
 	
  
Sq.   Ft.
  
	
  
90
  	
   
 	
  
2
  	
  
 
  	
  
Heritage Gardens Apts
  	
  
 
  	
  
6,530,000.00
  	
   
 	
  
37,240.67
  	
   
 	
   
 	
   
 	
  
5.5400%
  	
   
 	
  
108
  	
   
 	
  
Units
  
	
   91
  	
   
 	
  
1
  	
  
 
  	
  
Brookhaven MHP
  	
  
 
  	
  
6,484,000.00
  	
   
 	
  
36,531.17
  	
   
 	
   
 	
   
 	
  
5.4300%
  	
   
 	
  
171
  	
   
 	
  
Pads
  
	
  
92
  	
   
 	
  
1
  	
  
 
  	
  
Las Colinas Village   Retirement Center
  	
  
 
  	
  
6,428,408.28
  	
   
 	
  
34,585.59
  	
   
 	
   
 	
   
 	
  
4.9900%
  	
   
 	
  
127
  	
   
 	
  
Units
  
	
   93
  	
   
 	
  
1
  	
  
 
  	
  
Barry Health Center
  	
  
 
  	
  
6,420,952.83
  	
   
 	
  
36,767.89
  	
   
 	
   
 	
   
 	
  
5.5500%
  	
   
 	
  
27,217
  	
   
 	
  
Sq.   Ft.
  
	
  
94
  	
   
 	
  
1
  	
  
 
  	
  
Mill Creek MHP
  	
  
 
  	
  
6,400,000.00
  	
   
 	
  
36,057.91
  	
   
 	
   
 	
   
 	
  
5.4300%
  	
   
 	
  
173
  	
   
 	
  
Pads
  
	
   95
  	
   
 	
  
1
  	
  
 
  	
  
Holiday Inn Express &   Suites_Tampa, FL
  	
  
 
  	
  
6,365,927.48
  	
   
 	
  
41,425.65
  	
   
 	
   
 	
   
 	
  
6.0900%
  	
   
 	
  
85
  	
   
 	
  
Rooms
  
	
  
96
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Falls Church,   VA
  	
  
 
  	
  
6,200,000.00
  	
   
 	
  
34,371.16
  	
   
 	
   
 	
   
 	
  
5.2850%
  	
   
 	
  
52,744
  	
   
 	
  
Sq.   Ft.
  
	
   97
  	
   
 	
  
2
  	
  
 
  	
  
Stanford Oaks Apartments
  	
  
 
  	
  
5,716,324.43
  	
   
 	
  
33,555.44
  	
   
 	
   
 	
   
 	
  
5.7500%
  	
   
 	
  
202
  	
   
 	
  
Units
  
	
  
98
  	
   
 	
  
1
  	
  
 
  	
  
Newhope
  	
  
 
  	
  
5,500,000.00
  	
   
 	
  
30,201.10
  	
   
 	
   
 	
   
 	
  
5.2000%
  	
   
 	
  
56,420
  	
   
 	
  
Sq.   Ft.
  
	
   99
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Hemet, CA
  	
  
 
  	
  
5,300,000.00
  	
   
 	
  
29,381.80
  	
   
 	
   
 	
   
 	
  
5.2850%
  	
   
 	
  
78,632
  	
   
 	
  
Sq.   Ft.
  
	
  
100
  	
   
 	
  
1
  	
  
 
  	
  
Oak Park & Waters   Hanley Pool
  	
  
 
  	
  
5,150,000.00
  	
   
 	
  
41910
  	
   
 	
   
 	
   
 	
  
5.3600%
  	
   
 	
  
104,443
  	
   
 	
  
Sq.   Ft.
  
	
   100.01
  	
   
 	
   
 	
  
 
  	
  
Waters Hanley Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
65,950
  	
   
 	
  
Sq.   Ft.
  
	
  
100.02
  	
   
 	
   
 	
  
 
  	
  
Oak Park Shopping Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
38,493
  	
   
 	
  
Sq.   Ft.
  
	
   101
  	
   
 	
  
1
  	
  
 
  	
  
Angler’s Green MHP
  	
  
 
  	
  
5,100,000.00
  	
   
 	
  
28,130.81
  	
   
 	
   
 	
   
 	
  
5.2400%
  	
   
 	
  
386
  	
   
 	
  
Pads
  
	
  
102
  	
   
 	
  
1
  	
  
 
  	
  
Spanish Mission Apartments
  	
  
 
  	
  
5,044,304.04
  	
   
 	
  
28,168.46
  	
   
 	
   
 	
   
 	
  
5.3400%
  	
   
 	
  
150
  	
   
 	
  
Units
  
	
   103
  	
   
 	
  
2
  	
  
 
  	
  
Lake Perris Village MHC
  	
  
 
  	
  
4,990,144.63
  	
   
 	
  
28,893.40
  	
   
 	
   
 	
   
 	
  
5.6600%
  	
   
 	
  
214
  	
   
 	
  
Pads
  
	
  
104
  	
   
 	
  
1
  	
  
 
  	
  
Newberry Farms MHP
  	
  
 
  	
  
4,960,000.00
  	
   
 	
  
27,728.21
  	
   
 	
   
 	
   
 	
  
5.3600%
  	
   
 	
  
174
  	
   
 	
  
Pads
  
	
   105
  	
   
 	
  
2
  	
  
 
  	
  
Ocean Breeze
  	
  
 
  	
  
4,909,431.52
  	
   
 	
  
27199
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
70
  	
   
 	
  
Units
  
	
  
106
  	
   
 	
  
1
  	
  
 
  	
  
Parkside Apartments
  	
  
 
  	
  
4,900,000.00
  	
   
 	
  
27,027.64
  	
   
 	
   
 	
   
 	
  
5.2400%
  	
   
 	
  
100
  	
   
 	
  
Units
  
	
   107
  	
   
 	
  
1
  	
  
 
  	
  
Meadowview MHP
  	
  
 
  	
  
4,880,000.00
  	
   
 	
  
27,494.16
  	
   
 	
   
 	
   
 	
  
5.4300%
  	
   
 	
  
139
  	
   
 	
  
Pads
  
	
  
108
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Salt Lake City,   UT
  	
  
 
  	
  
4,809,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.0900%
  	
   
 	
  
14,293
  	
   
 	
  
Sq.   Ft.
  
	
   109
  	
   
 	
  
2
  	
  
 
  	
  
Sagecrest Apartments
  	
  
 
  	
  
4,800,000.00
  	
   
 	
  
38,241.69
  	
   
 	
   
 	
   
 	
  
5.0400%
  	
   
 	
  
206
  	
   
 	
  
Units
  
	
  
110
  	
   
 	
  
2
  	
  
 
  	
  
Regency Apartments
  	
  
 
  	
  
4,789,290.88
  	
   
 	
  
26,002.63
  	
   
 	
   
 	
   
 	
  
5.0800%
  	
   
 	
  
69
  	
   
 	
  
Units
  
	
   111
  	
   
 	
  
1
  	
  
 
  	
  
Antioch Crossing Shopping   Center
  	
  
 
  	
  
4,744,850.75
  	
   
 	
  
26,375.22
  	
   
 	
   
 	
   
 	
  
5.2900%
  	
   
 	
  
21,770
  	
   
 	
  
Sq.   Ft.
  
	
  
112
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Sandy, UT
  	
  
 
  	
  
4,735,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.0900%
  	
   
 	
  
14,470
  	
   
 	
  
Sq.   Ft.
  
	
   113
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Canyon Creek
  	
  
 
  	
  
4,640,000.00
  	
   
 	
  
25,478.74
  	
   
 	
   
 	
   
 	
  
5.2000%
  	
   
 	
  
244
  	
   
 	
  
Units
  
	
  
114
  	
   
 	
  
1
  	
  
 
  	
  
Lynnhaven Square Shopping   Center
  	
  
 
  	
  
4,615,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.3600%
  	
   
 	
  
22,933
  	
   
 	
  
Sq.   Ft.
  
	
   115
  	
   
 	
  
2
  	
  
 
  	
  
Manor Pointe
  	
  
 
  	
  
4,550,204.82
  	
   
 	
  
25,208.74
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
58
  	
   
 	
  
Units
  
	
  
116
  	
   
 	
  
2
  	
  
 
  	
  
Silver Eagle MHP
  	
  
 
  	
  
4,500,000.00
  	
   
 	
  
25,720.16
  	
   
 	
   
 	
   
 	
  
5.5600%
  	
   
 	
  
158
  	
   
 	
  
Pads
  
	
   117
  	
   
 	
  
1
  	
  
 
  	
  
Fairfield Inn & Suites   - Winston Salem, NC
  	
  
 
  	
  
4,483,568.29
  	
   
 	
  
36,269.21
  	
   
 	
   
 	
   
 	
  
5.2900%
  	
   
 	
  
130
  	
   
 	
  
Rooms
  
	
  
118
  	
   
 	
  
2
  	
  
 
  	
  
Sun Terrace
  	
  
 
  	
  
4,415,494.81
  	
   
 	
  
24,462.43
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
60
  	
   
 	
  
Units
  
	
   119
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Chicago   (South Wabash Avenue), IL
  	
  
 
  	
  
4,400,000.00
  	
   
 	
  
24392
  	
   
 	
   
 	
   
 	
  
5.2850%
  	
   
 	
  
64,901
  	
   
 	
  
Sq.   Ft.
  
	
  
120
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Fort Myers,   FL
  	
  
 
  	
  
4,400,000.00
  	
   
 	
  
24,392.43
  	
   
 	
   
 	
   
 	
  
5.2850%
  	
   
 	
  
70,775
  	
   
 	
  
Sq.   Ft.
  
	
   121
  	
   
 	
  
2
  	
  
 
  	
  
View Pointe
  	
  
 
  	
  
4,310,720.36
  	
   
 	
  
23882
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
46
  	
   
 	
  
Units
  
	
  
122
  	
   
 	
  
1
  	
  
 
  	
  
Sierra Park Apartments
  	
  
 
  	
  
4,300,000.00
  	
   
 	
  
23,718.13
  	
   
 	
   
 	
   
 	
  
5.2400%
  	
   
 	
  
109
  	
   
 	
  
Units
  
	
   123
  	
   
 	
  
1
  	
  
 
  	
  
Willow View Office Building   (3)
  	
  
 
  	
  
4,300,000.00
  	
   
 	
  
23,452.64
  	
   
 	
   
 	
   
 	
  
5.1400%
  	
   
 	
  
20,418
  	
   
 	
  
Sq.   Ft.
  
	
  
124
  	
   
 	
  
1
  	
  
 
  	
  
Holiday Inn Express -   Richmond, VA
  	
  
 
  	
  
4,284,298.58
  	
   
 	
  
34,657.25
  	
   
 	
   
 	
   
 	
  
5.2900%
  	
   
 	
  
113
  	
   
 	
  
Rooms
  
	
   125
  	
   
 	
  
1
  	
  
 
  	
  
City Center Retail
  	
  
 
  	
  
4,202,739.77
  	
   
 	
  
22,998.62
  	
   
 	
   
 	
   
 	
  
5.1500%
  	
   
 	
  
19,231
  	
   
 	
  
Sq.   Ft.
  
	
  
126
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Sacramento,   CA
  	
  
 
  	
  
4,200,000.00
  	
   
 	
  
23,283.69
  	
   
 	
   
 	
   
 	
  
5.2850%
  	
   
 	
  
72,437
  	
   
 	
  
Sq.   Ft.
  
	
   127
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Waldorf, MD
  	
  
 
  	
  
4,200,000.00
  	
   
 	
  
23,374.99
  	
   
 	
   
 	
   
 	
  
5.3200%
  	
   
 	
  
14,490
  	
   
 	
  
Sq.   Ft.
  
	
  
128
  	
   
 	
  
1
  	
  
 
  	
  
West Park Place Building   III
  	
  
 
  	
  
4,187,615.10
  	
   
 	
  
25892
  	
   
 	
   
 	
   
 	
  
5.5400%
  	
   
 	
  
20,350
  	
   
 	
  
Sq.   Ft.
  
	
   129
  	
   
 	
  
1
  	
  
 
  	
  
Smokey Point Plaza
  	
  
 
  	
  
4,185,000.00
  	
   
 	
  
23,761.97
  	
   
 	
   
 	
   
 	
  
5.5000%
  	
   
 	
  
24,080
  	
   
 	
  
Sq.   Ft.
  
	
  
130
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Towson, MD
  	
  
 
  	
  
4,100,000.00
  	
   
 	
  
22,729.31
  	
   
 	
   
 	
   
 	
  
5.2850%
  	
   
 	
  
84,802
  	
   
 	
  
Sq.   Ft.
  
	
   131
  	
   
 	
  
2
  	
  
 
  	
  
Hunter’s Court
  	
  
 
  	
  
4,100,000.00
  	
   
 	
  
22160
  	
   
 	
   
 	
   
 	
  
5.0600%
  	
   
 	
  
184
  	
   
 	
  
Units
  
	
  
132
  	
   
 	
  
1
  	
  
 
  	
  
Jewel (Dixon)
  	
  
 
  	
  
4,100,000.00
  	
   
 	
  
24812
  	
   
 	
   
 	
   
 	
  
5.3500%
  	
   
 	
  
47,117
  	
   
 	
  
Sq.   Ft.
  
	
   133
  	
   
 	
  
1
  	
  
 
  	
  
Fairfield Inn & Suites   - Charlottesville, VA
  	
  
 
  	
  
4,085,028.89
  	
   
 	
  
33,045.28
  	
   
 	
   
 	
   
 	
  
5.2900%
  	
   
 	
  
121
  	
   
 	
  
Rooms
  
	
  
134
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - West Palm   Beach, FL
  	
  
 
  	
  
4,000,000.00
  	
   
 	
  
22,174.94
  	
   
 	
   
 	
   
 	
  
5.2850%
  	
   
 	
  
70,197
  	
   
 	
  
Sq.   Ft.
  
	
   135
  	
   
 	
  
1
  	
  
 
  	
  
Harrington Place
  	
  
 
  	
  
3,943,446.10
  	
   
 	
  
21,727.70
  	
   
 	
   
 	
   
 	
  
5.2200%
  	
   
 	
  
86,718
  	
   
 	
  
Sq.   Ft.
  
	
  
136
  	
   
 	
  
2
  	
  
 
  	
  
Summer View
  	
  
 
  	
  
3,866,676.25
  	
   
 	
  
21,421.90
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
123
  	
   
 	
  
Units
  
	
   137
  	
   
 	
  
2
  	
  
 
  	
  
White Sands
  	
  
 
  	
  
3,813,790.10
  	
   
 	
  
21,128.90
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
88
  	
   
 	
  
Units
  
	
  
138
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Gateway
  	
  
 
  	
  
3,717,000.00
  	
   
 	
  
20,410.45
  	
   
 	
   
 	
   
 	
  
5.2000%
  	
   
 	
  
142
  	
   
 	
  
Units
  
	
   139
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Independence, MO
  	
  
 
  	
  
3,629,335.55
  	
   
 	
  
20,309.51
  	
   
 	
   
 	
   
 	
  
5.3500%
  	
   
 	
  
13,824
  	
   
 	
  
Sq.   Ft.
  
	
  
140
  	
   
 	
  
1
  	
  
 
  	
  
Vallecitos Commerce Center
  	
  
 
  	
  
3,600,000.00
  	
   
 	
  
20,327.61
  	
   
 	
   
 	
   
 	
  
5.4500%
  	
   
 	
  
26,019
  	
   
 	
  
Sq.   Ft.
  
	
   141
  	
   
 	
  
1
  	
  
 
  	
  
Newberry Estates MHP
  	
  
 
  	
  
3,520,000.00
  	
   
 	
  
19,678.08
  	
   
 	
   
 	
   
 	
  
5.3600%
  	
   
 	
  
106
  	
   
 	
  
Pads
  
	
  
142
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Chicago, IL
  	
  
 
  	
  
3,496,219.23
  	
   
 	
  
20,026.60
  	
   
 	
   
 	
   
 	
  
5.5700%
  	
   
 	
  
10,500
  	
   
 	
  
Sq.   Ft.
  
	
   143
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage -   Sarasota, FL (Honore)
  	
  
 
  	
  
3,450,000.00
  	
   
 	
  
20,047.94
  	
   
 	
   
 	
   
 	
  
4.9400%
  	
   
 	
  
60,765
  	
   
 	
  
Sq.   Ft.
  
	
  
144
  	
   
 	
  
1
  	
  
 
  	
  
Eckerd - Spartanburg, SC
  	
  
 
  	
  
3,406,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.5500%
  	
   
 	
  
13,824
  	
   
 	
  
Sq.   Ft.
  
	
   145
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Watsonville,   CA
  	
  
 
  	
  
3,400,000.00
  	
   
 	
  
18,848.70
  	
   
 	
   
 	
   
 	
  
5.2850%
  	
   
 	
  
33,142
  	
   
 	
  
Sq.   Ft.
  
	
  
146
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Midvale, UT
  	
  
 
  	
  
3,373,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.0200%
  	
   
 	
  
14,749
  	
   
 	
  
Sq.   Ft.
  
	
   147
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Fayetteville,   AR
  	
  
 
  	
  
3,350,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.3400%
  	
   
 	
  
15,120
  	
   
 	
  
Sq.   Ft.
  
	
  
148
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Chester, VA
  	
  
 
  	
  
3,300,000.00
  	
   
 	
  
17,998.54
  	
   
 	
   
 	
   
 	
  
5.1400%
  	
   
 	
  
14,820
  	
   
 	
  
Sq.   Ft.
  
	
   149
  	
   
 	
  
1
  	
  
 
  	
  
331 South Rio Grande Street
  	
  
 
  	
  
3,289,400.88
  	
   
 	
  
18,079.91
  	
   
 	
   
 	
   
 	
  
5.1800%
  	
   
 	
  
46,331
  	
   
 	
  
Sq.   Ft.
  
	
  
150
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - New Bern, NC
  	
  
 
  	
  
3,240,270.08
  	
   
 	
  
19,860.92
  	
   
 	
   
 	
   
 	
  
5.4500%
  	
   
 	
  
14,259
  	
   
 	
  
Sq.   Ft.
  
	
   151
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Chicago (West   Addison Street), IL
  	
  
 
  	
  
3,200,000.00
  	
   
 	
  
17,739.95
  	
   
 	
   
 	
   
 	
  
5.2850%
  	
   
 	
  
71,610
  	
   
 	
  
Sq.   Ft.
  
	
  
152
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Lago Vista, TX
  	
  
 
  	
  
3,151,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.4200%
  	
   
 	
  
13,813
  	
   
 	
  
Sq.   Ft.
  
	
   153
  	
   
 	
  
1
  	
  
 
  	
  
Holiday Inn Express -   Durham, NC
  	
  
 
  	
  
3,138,497.80
  	
   
 	
  
25,388.45
  	
   
 	
   
 	
   
 	
  
5.2900%
  	
   
 	
  
79
  	
   
 	
  
Rooms
  
	
  
154
  	
   
 	
  
1
  	
  
 
  	
  
Eckerd - Travelers Rest, SC
  	
  
 
  	
  
3,137,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.6300%
  	
   
 	
  
13,813
  	
   
 	
  
Sq.   Ft.
  
	
   155
  	
   
 	
  
1
  	
  
 
  	
  
INS Building - South   Portland, ME
  	
  
 
  	
  
3,110,830.82
  	
   
 	
  
19,271.49
  	
   
 	
   
 	
   
 	
  
5.5600%
  	
   
 	
  
21,066
  	
   
 	
  
Sq.   Ft.
  
	
  
156
  	
   
 	
  
2
  	
  
 
  	
  
Port of Call MHP
  	
  
 
  	
  
3,100,000.00
  	
   
 	
  
17,582.01
  	
   
 	
   
 	
   
 	
  
5.4900%
  	
   
 	
  
146
  	
   
 	
  
Pads
  
	
   157
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Louisville, KY
  	
  
 
  	
  
3,100,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.3400%
  	
   
 	
  
14,560
  	
   
 	
  
Sq.   Ft.
  
	
  
158
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Staten Island,   NY
  	
  
 
  	
  
3,096,574.84
  	
   
 	
  
17,504.33
  	
   
 	
   
 	
   
 	
  
5.4500%
  	
   
 	
  
13,650
  	
   
 	
  
Sq.   Ft.
  
	
   159
  	
   
 	
  
2
  	
  
 
  	
  
Evergreen
  	
  
 
  	
  
3,063,405.44
  	
   
 	
  
16,971.67
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
35
  	
   
 	
  
Units
  
	
  
160
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Viewpoint
  	
  
 
  	
  
3,048,000.00
  	
   
 	
  
16,736.91
  	
   
 	
   
 	
   
 	
  
5.2000%
  	
   
 	
  
180
  	
   
 	
  
Units
  
	
   161
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Louisville,   KY
  	
  
 
  	
  
3,000,000.00
  	
   
 	
  
16,631.21
  	
   
 	
   
 	
   
 	
  
5.2850%
  	
   
 	
  
61,090
  	
   
 	
  
Sq.   Ft.
  
	
  
162
  	
   
 	
  
1
  	
  
 
  	
  
Tempe Towne Plaza
  	
  
 
  	
  
2,996,520.20
  	
   
 	
  
16,454.80
  	
   
 	
   
 	
   
 	
  
5.1900%
  	
   
 	
  
26,256
  	
   
 	
  
Sq.   Ft.
  
	
   163
  	
   
 	
  
1
  	
  
 
  	
  
Hampton Inn - Cornelius, NC
  	
  
 
  	
  
2,989,045.53
  	
   
 	
  
24,179.47
  	
   
 	
   
 	
   
 	
  
5.2900%
  	
   
 	
  
116
  	
   
 	
  
Rooms
  
	
  
164
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Chicago (West   Harrison Street), IL
  	
  
 
  	
  
2,900,000.00
  	
   
 	
  
16,076.83
  	
   
 	
   
 	
   
 	
  
5.2850%
  	
   
 	
  
48,768
  	
   
 	
  
Sq.   Ft.
  
	
   165
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Columbus, OH
  	
  
 
  	
  
2,900,000.00
  	
   
 	
  
16,076.83
  	
   
 	
   
 	
   
 	
  
5.2850%
  	
   
 	
  
89,250
  	
   
 	
  
Sq.   Ft.
  
	
  
166
  	
   
 	
  
1
  	
  
 
  	
  
Northwood Manor MHP
  	
  
 
  	
  
2,880,000.00
  	
   
 	
  
16,226.06
  	
   
 	
   
 	
   
 	
  
5.4300%
  	
   
 	
  
103
  	
   
 	
  
Pads
  
	
   167
  	
   
 	
  
2
  	
  
 
  	
  
Suncrest
  	
  
 
  	
  
2,873,813.57
  	
   
 	
  
15,921.31
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
40
  	
   
 	
  
Units
  
	
  
168
  	
   
 	
  
2
  	
  
 
  	
  
Wellington Place Apartments
  	
  
 
  	
  
2,873,774.15
  	
   
 	
  
15,867.81
  	
   
 	
   
 	
   
 	
  
5.2300%
  	
   
 	
  
51
  	
   
 	
  
Units
  
	
   169
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage -   Sarasota, FL (University Square)
  	
  
 
  	
  
2,850,000.00
  	
   
 	
  
16,561.34
  	
   
 	
   
 	
   
 	
  
4.9400%
  	
   
 	
  
49,929
  	
   
 	
  
Sq.   Ft.
  
	
  
170
  	
   
 	
  
2
  	
  
 
  	
  
Quebec House Apartments (9)
  	
  
 
  	
  
2,796,877.14
  	
   
 	
  
15,722.86
  	
   
 	
   
 	
   
 	
  
5.4000%
  	
   
 	
  
95
  	
   
 	
  
Units
  
	
   171
  	
   
 	
  
1
  	
  
 
  	
  
Eckerd - Hayes, VA
  	
  
 
  	
  
2,773,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.5500%
  	
   
 	
  
13,813
  	
   
 	
  
Sq.   Ft.
  
	
  
172
  	
   
 	
  
2
  	
  
 
  	
  
High Park Apartments
  	
  
 
  	
  
2,740,000.00
  	
   
 	
  
15,249.40
  	
   
 	
   
 	
   
 	
  
5.3200%
  	
   
 	
  
96
  	
   
 	
  
Units
  
	
   173
  	
   
 	
  
2
  	
  
 
  	
  
Villa De La Rosa
  	
  
 
  	
  
2,714,157.26
  	
   
 	
  
15,036.79
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
60
  	
   
 	
  
Units
  
	
  
174
  	
   
 	
  
1
  	
  
 
  	
  
Best Buy - Tupelo, MS
  	
  
 
  	
  
2,707,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.5700%
  	
   
 	
  
20,000
  	
   
 	
  
Sq.   Ft.
  
	
   175
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Cordova, TN
  	
  
 
  	
  
2,700,000.00
  	
   
 	
  
14,968.08
  	
   
 	
   
 	
   
 	
  
5.2850%
  	
   
 	
  
72,685
  	
   
 	
  
Sq.   Ft.
  
	
  
176
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Woodbridge
  	
  
 
  	
  
2,691,000.00
  	
   
 	
  
14,776.57
  	
   
 	
   
 	
   
 	
  
5.2000%
  	
   
 	
  
109
  	
   
 	
  
Units
  
	
   177
  	
   
 	
  
1
  	
  
 
  	
  
Ashford Hills Apartments
  	
  
 
  	
  
2,600,000.00
  	
   
 	
  
13,989.16
  	
   
 	
   
 	
   
 	
  
5.0200%
  	
   
 	
  
52
  	
   
 	
  
Units
  
	
  
178
  	
   
 	
  
1
  	
  
 
  	
  
975 Morris Park Avenue
  	
  
 
  	
  
2,597,067.43
  	
   
 	
  
14,502.57
  	
   
 	
   
 	
   
 	
  
5.3400%
  	
   
 	
  
13,000
  	
   
 	
  
Sq.   Ft.
  
	
   179
  	
   
 	
  
2
  	
  
 
  	
  
The Meadows Apartments
  	
  
 
  	
  
2,570,466.58
  	
   
 	
  
14,240.73
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
26
  	
   
 	
  
Units
  
	
  
180
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Wilson, NC
  	
  
 
  	
  
2,529,106.52
  	
   
 	
  
14,013.18
  	
   
 	
   
 	
   
 	
  
5.2700%
  	
   
 	
  
14,490
  	
   
 	
  
Sq.   Ft.
  
	
   181
  	
   
 	
  
2
  	
  
 
  	
  
Northridge Palm Apartments
  	
  
 
  	
  
2,511,593.32
  	
   
 	
  
13,914.56
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
36
  	
   
 	
  
Units
  
	
  
182
  	
   
 	
  
2
  	
  
 
  	
  
New Peachtree Apartments
  	
  
 
  	
  
2,496,147.30
  	
   
 	
  
15,456.87
  	
   
 	
   
 	
   
 	
  
5.5700%
  	
   
 	
  
80
  	
   
 	
  
Units
  
	
   183
  	
   
 	
  
1
  	
  
 
  	
  
Spring Meadows at Valley   Forge
  	
  
 
  	
  
2,397,231.67
  	
   
 	
  
13,208.33
  	
   
 	
   
 	
   
 	
  
5.2200%
  	
   
 	
  
77
  	
   
 	
  
Units
  
	
  
184
  	
   
 	
  
2
  	
  
 
  	
  
Sunrise Apartments
  	
  
 
  	
  
2,369,898.35
  	
   
 	
  
13,129.55
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
33
  	
   
 	
  
Units
  
	
   185
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage -   Holiday, FL
  	
  
 
  	
  
2,300,000.00
  	
   
 	
  
13,365.29
  	
   
 	
   
 	
   
 	
  
4.9400%
  	
   
 	
  
72,389
  	
   
 	
  
Sq.   Ft.
  
	
  
186
  	
   
 	
  
1
  	
  
 
  	
  
Citadel International
  	
  
 
  	
  
2,285,346.14
  	
   
 	
  
24,620.53
  	
   
 	
   
 	
   
 	
  
5.2000%
  	
   
 	
  
129,703
  	
   
 	
  
Sq.   Ft.
  
	
   187
  	
   
 	
  
2
  	
  
 
  	
  
Parkglen Apartments
  	
  
 
  	
  
2,260,134.63
  	
   
 	
  
12,521.45
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
36
  	
   
 	
  
Units
  
	
  
188
  	
   
 	
  
2
  	
  
 
  	
  
Cedar Pointe
  	
  
 
  	
  
2,155,360.18
  	
   
 	
  
11,940.98
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
31
  	
   
 	
  
Units
  
	
   189
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens-Pulaski
  	
  
 
  	
  
2,150,000.00
  	
   
 	
  
11,939.05
  	
   
 	
   
 	
   
 	
  
5.3000%
  	
   
 	
  
13,650
  	
   
 	
  
Sq.   Ft.
  
	
  
190
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Mount   Clemens, MI
  	
  
 
  	
  
2,100,000.00
  	
   
 	
  
11,641.84
  	
   
 	
   
 	
   
 	
  
5.2850%
  	
   
 	
  
44,500
  	
   
 	
  
Sq.   Ft.
  
	
   191
  	
   
 	
  
2
  	
  
 
  	
  
Courtyard Apartments
  	
  
 
  	
  
2,085,510.54
  	
   
 	
  
11,554.01
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
36
  	
   
 	
  
Units
  
	
  
192
  	
   
 	
  
1
  	
  
 
  	
  
Madison Square
  	
  
 
  	
  
2,055,000.00
  	
   
 	
  
11,732.61
  	
   
 	
   
 	
   
 	
  
5.5500%
  	
   
 	
  
28,200
  	
   
 	
  
Sq.   Ft.
  
	
   193
  	
   
 	
  
1
  	
  
 
  	
  
Kimball Crossing Shopping   Center
  	
  
 
  	
  
2,047,679.11
  	
   
 	
  
11,409.22
  	
   
 	
   
 	
   
 	
  
5.3200%
  	
   
 	
  
12,640
  	
   
 	
  
Sq.   Ft.
  
	
  
194
  	
   
 	
  
1
  	
  
 
  	
  
Office Depot - Oklahoma   City, OK
  	
  
 
  	
  
2,000,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.2800%
  	
   
 	
  
19,417
  	
   
 	
  
Sq.   Ft.
  
	
   195
  	
   
 	
  
1
  	
  
 
  	
  
Alpine Self Storage -   Eagle, CO
  	
  
 
  	
  
1,996,779.62
  	
   
 	
  
12,020.38
  	
   
 	
   
 	
   
 	
  
5.2800%
  	
   
 	
  
56,828
  	
   
 	
  
Sq.   Ft.
  
	
  
196
  	
   
 	
  
1
  	
  
 
  	
  
Town Center
  	
  
 
  	
  
1,969,158.67
  	
   
 	
  
11,275.87
  	
   
 	
   
 	
   
 	
  
5.5500%
  	
   
 	
  
5,280
  	
   
 	
  
Sq.   Ft.
  
	
   197
  	
   
 	
  
1
  	
  
 
  	
  
Stor-All - Duluth, GA
  	
  
 
  	
  
1,850,000.00
  	
   
 	
  
9,908.60
  	
   
 	
   
 	
   
 	
  
4.9800%
  	
   
 	
  
63,425
  	
   
 	
  
Sq.   Ft.
  
	
  
198
  	
   
 	
  
1
  	
  
 
  	
  
Advance Auto Parts -   Cincinnati, OH
  	
  
 
  	
  
1,800,000.00
  	
   
 	
  
10,017.85
  	
   
 	
   
 	
   
 	
  
5.3200%
  	
   
 	
  
6,720
  	
   
 	
  
Sq.   Ft.
  
	
   199
  	
   
 	
  
2
  	
  
 
  	
  
Casa Brae
  	
  
 
  	
  
1,761,208.67
  	
   
 	
  
9,757.33
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
28
  	
   
 	
  
Units
  
	
  
200
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage -   Venice, FL
  	
  
 
  	
  
1,750,000.00
  	
   
 	
  
10,169.24
  	
   
 	
   
 	
   
 	
  
4.9400%
  	
   
 	
  
49,119
  	
   
 	
  
Sq.   Ft.
  
	
   201
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Whiteville, NC
  	
  
 
  	
  
1,736,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.2700%
  	
   
 	
  
10,055
  	
   
 	
  
Sq.   Ft.
  
	
  
202
  	
   
 	
  
2
  	
  
 
  	
  
Royal Palms
  	
  
 
  	
  
1,721,294.59
  	
   
 	
  
9,536.20
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
28
  	
   
 	
  
Units
  
	
   203
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Cleveland, TX
  	
  
 
  	
  
1,720,000.00
  	
   
 	
  
9,561.92
  	
   
 	
   
 	
   
 	
  
5.3100%
  	
   
 	
  
10,906
  	
   
 	
  
Sq.   Ft.
  
	
  
204
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Grandville,   MI
  	
  
 
  	
  
1,700,000.00
  	
   
 	
  
9,424.35
  	
   
 	
   
 	
   
 	
  
5.2850%
  	
   
 	
  
59,716
  	
   
 	
  
Sq.   Ft.
  
	
   205
  	
   
 	
  
2
  	
  
 
  	
  
Highland Meadows (Fayette)
  	
  
 
  	
  
1,696,348.29
  	
   
 	
  
9,398.00
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
15
  	
   
 	
  
Units
  
	
  
206
  	
   
 	
  
2
  	
  
 
  	
  
Sunridge Apartments
  	
  
 
  	
  
1,696,348.29
  	
   
 	
  
9,398.00
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
24
  	
   
 	
  
Units
  
	
   207
  	
   
 	
  
1
  	
  
 
  	
  
Rite Aid - St. Marys, OH
  	
  
 
  	
  
1,687,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.6400%
  	
   
 	
  
14,335
  	
   
 	
  
Sq.   Ft.
  
	
  
208
  	
   
 	
  
2
  	
  
 
  	
  
Highland Meadows (Meridian)
  	
  
 
  	
  
1,676,391.25
  	
   
 	
  
9,287.43
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
16
  	
   
 	
  
Units
  
	
   209
  	
   
 	
  
1
  	
  
 
  	
  
Tractor Supply - Woodstock,   VA
  	
  
 
  	
  
1,658,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.4500%
  	
   
 	
  
22,670
  	
   
 	
  
Sq.   Ft.
  
	
  
210
  	
   
 	
  
2
  	
  
 
  	
  
China Gate
  	
  
 
  	
  
1,611,530.87
  	
   
 	
  
8,928.10
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
18
  	
   
 	
  
Units
  
	
   211
  	
   
 	
  
2
  	
  
 
  	
  
Highland Spring (Vallejo)
  	
  
 
  	
  
1,565,629.69
  	
   
 	
  
8,673.80
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
15
  	
   
 	
  
Units
  
	
  
212
  	
   
 	
  
2
  	
  
 
  	
  
South View Apartments
  	
  
 
  	
  
1,516,734.94
  	
   
 	
  
8,402.91
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
19
  	
   
 	
  
Units
  
	
   213
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Kent, OH
  	
  
 
  	
  
1,500,000.00
  	
   
 	
  
8,315.60
  	
   
 	
   
 	
   
 	
  
5.2850%
  	
   
 	
  
59,829
  	
   
 	
  
Sq.   Ft.
  
	
  
214
  	
   
 	
  
1
  	
  
 
  	
  
Addison Place Bank Out   Parcel
  	
  
 
  	
  
1,498,260.10
  	
   
 	
  
8,227.40
  	
   
 	
   
 	
   
 	
  
5.1900%
  	
   
 	
  
4,117
  	
   
 	
  
Sq.   Ft.
  
	
   215
  	
   
 	
  
2
  	
  
 
  	
  
South View (Broadway)
  	
  
 
  	
  
1,496,777.90
  	
   
 	
  
8,292.35
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
18
  	
   
 	
  
Units
  
	
  
216
  	
   
 	
  
1
  	
  
 
  	
  
Tractor Supply - Glasgow,   KY
  	
  
 
  	
  
1,388,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.5300%
  	
   
 	
  
21,688
  	
   
 	
  
Sq.   Ft.
  
	
   217
  	
   
 	
  
2
  	
  
 
  	
  
South View (Main)
  	
  
 
  	
  
1,357,078.63
  	
   
 	
  
7,518.40
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
16
  	
   
 	
  
Units
  
	
  
218
  	
   
 	
  
2
  	
  
 
  	
  
York Pointe
  	
  
 
  	
  
1,357,078.63
  	
   
 	
  
7,518.40
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
16
  	
   
 	
  
Units
  
	
   219
  	
   
 	
  
1
  	
  
 
  	
  
U Stow N Go - Clearwater,   FL
  	
  
 
  	
  
1,347,004.20
  	
   
 	
  
9,723.30
  	
   
 	
   
 	
   
 	
  
5.9800%
  	
   
 	
  
24,640
  	
   
 	
  
Sq.   Ft.
  
	
  
220
  	
   
 	
  
2
  	
  
 
  	
  
Forest View Apartments
  	
  
 
  	
  
1,317,164.55
  	
   
 	
  
7,297.27
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
13
  	
   
 	
  
Units
  
	
   221
  	
   
 	
  
1
  	
  
 
  	
  
Park Glen Market Place
  	
  
 
  	
  
1,298,619.38
  	
   
 	
  
7,512.29
  	
   
 	
   
 	
   
 	
  
5.6600%
  	
   
 	
  
9,540
  	
   
 	
  
Sq.   Ft.
  
	
  
222
  	
   
 	
  
2
  	
  
 
  	
  
Highland Springs (Lincoln   Park)
  	
  
 
  	
  
1,242,325.66
  	
   
 	
  
6,882.65
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
12
  	
   
 	
  
Units
  
	
   223
  	
   
 	
  
1
  	
  
 
  	
  
Tractor Supply - Paducah,   KY
  	
  
 
  	
  
1,187,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.6400%
  	
   
 	
  
21,688
  	
   
 	
  
Sq.   Ft.
  
	
  
224
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Grandview, MO
  	
  
 
  	
  
1,100,000.00
  	
   
 	
  
6,098.11
  	
   
 	
   
 	
   
 	
  
5.2850%
  	
   
 	
  
61,780
  	
   
 	
  
Sq.   Ft.
  
	
   225
  	
   
 	
  
2
  	
  
 
  	
  
Rio Grande
  	
  
 
  	
  
997,851.93
  	
   
 	
  
5,528.23
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
16
  	
   
 	
  
Units
  
	
  
226
  	
   
 	
  
2
  	
  
 
  	
  
Santa Fe Apartments
  	
  
 
  	
  
997,851.93
  	
   
 	
  
5,528.23
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
16
  	
   
 	
  
Units
  
	
   227
  	
   
 	
  
2
  	
  
 
  	
  
Village Square
  	
  
 
  	
  
997,851.93
  	
   
 	
  
5,528.23
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
18
  	
   
 	
  
Units
  
	
  
228
  	
   
 	
  
2
  	
  
 
  	
  
South View (Avalon)
  	
  
 
  	
  
972,905.64
  	
   
 	
  
5,390.03
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
12
  	
   
 	
  
Units
  
	
   229
  	
   
 	
  
2
  	
  
 
  	
  
Highland Meadows 43, 44
  	
  
 
  	
  
878,109.70
  	
   
 	
  
4,864.84
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
8
  	
   
 	
  
Units
  
	
  
230
  	
   
 	
  
2
  	
  
 
  	
  
Woodglen Apartments
  	
  
 
  	
  
558,797.08
  	
   
 	
  
3,095.81
  	
   
 	
   
 	
   
 	
  
5.2600%
  	
   
 	
  
11
  	
   
 	
  
Units
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Original   Term to Maturity or ARD (Mos.)
  	
   
 	
  
Remaining   Term to
   Maturity or ARD (Mos.)
  	
   
 	
  
Maturity
   Date or ARD
  	
   
 	
  
Original   Amort
   Term (Mos.)
  	
   
 	
  
Remaining   Amort
   Term (Mos.)
  	
   
 	
  
Ground   Lease
  
	
  


  	
   
 	
  


  	
   
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
   
 	
  


  	
  
 
  	
  


  	
  
 
  	
  


  
	
  
1
  	
   
 	
  
1
  	
  
 
  	
  
85 Tenth Avenue
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  2
  	
   
 	
  
1
  	
  
 
  	
  
NGP Rubicon GSA Pool (2)
  	
  
 
  	
  
120
  	
   
 	
  
116
  	
   
 	
  
06/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Various
  
	
  
2.01
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Burlington,   NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  2.02
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Sacramento,   CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
2.03
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Suffolk, VA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  2.04
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Washington,   DC
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
2.05
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Kansas City,   KS
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  2.06
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - San Diego, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
2.07
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Concord, MA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  2.08
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Philadelphia,   PA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
2.09
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Huntsville,   AL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Both
  
	
  2.10
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Houston, TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
2.11
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Providence,   RI
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  2.12
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Aurora, CO
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
2.13
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Lakewood, CO
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  2.14
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Norfolk, VA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
3
  	
   
 	
  
1
  	
  
 
  	
  
1000 & 1100 Wilson   (2)
  	
  
 
  	
  
60
  	
   
 	
  
57
  	
   
 	
  
07/11/10
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  4
  	
   
 	
  
1
  	
  
 
  	
  
Abbey Pool
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Various
  
	
  
4.01
  	
   
 	
   
 	
  
 
  	
  
Transpark Office Complex
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  4.02
  	
   
 	
   
 	
  
 
  	
  
Colton Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
4.03
  	
   
 	
   
 	
  
 
  	
  
Sierra Gateway Business   Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  4.04
  	
   
 	
   
 	
  
 
  	
  
10th Street Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
4.05
  	
   
 	
   
 	
  
 
  	
  
Transpark Industrial   Complex
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  4.06
  	
   
 	
   
 	
  
 
  	
  
Palmdale Place Commerce   Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  
4.07
  	
   
 	
   
 	
  
 
  	
  
Fresno Industrial Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  4.08
  	
   
 	
   
 	
  
 
  	
  
Nevada Street Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
4.09
  	
   
 	
   
 	
  
 
  	
  
Tozai Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  4.1
  	
   
 	
   
 	
  
 
  	
  
Upland Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
4.11
  	
   
 	
   
 	
  
 
  	
  
Rancho Carmel Commerce   Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
   Fee
 
	
  4.12
  	
   
 	
   
 	
  
 
  	
  
Braden Court
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
4.13
  	
   
 	
   
 	
  
 
  	
  
Airpark Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  4.14
  	
   
 	
   
 	
  
 
  	
  
30th Street Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
   Fee
 
	
  
4.15
  	
   
 	
   
 	
  
 
  	
  
Atlantic Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  4.16
  	
   
 	
   
 	
  
 
  	
  
Diamond Bar Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  
4.17
  	
   
 	
   
 	
  
 
  	
  
Goodrich Office Park
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  4.18
  	
   
 	
   
 	
  
 
  	
  
Garden Grove Town Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
4.19
  	
   
 	
   
 	
  
 
  	
  
Anaheim Stadium Industrial   Park
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
   Leasehold
 
	
  4.2
  	
   
 	
   
 	
  
 
  	
  
25th Street Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
5
  	
   
 	
  
1
  	
  
 
  	
  
Metropolitan Square
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  6
  	
   
 	
  
1
  	
  
 
  	
  
San Felipe Plaza
  	
  
 
  	
  
60
  	
   
 	
  
58
  	
   
 	
  
08/11/10
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  
7
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space Teamsters Pool
  	
  
 
  	
  
84
  	
   
 	
  
82
  	
   
 	
  
08/11/12
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Various
  
	
  7.01
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   River Edge, NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
  
  	
   
 	
  
Fee 
 
	
  
7.02
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters - Los   Alamitos, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
  
  	
   
 	
   Fee
 
	
  7.03
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Secaucus, NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
  
  	
   
 	
  Fee
 
	
  
7.04
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Reston, VA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  7.05
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Burtonsville, MD
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  
7.06
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Santee, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  7.07
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Santa Rosa, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
   Fee
 
	
  
7.08
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   North Lauderdale, FL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  7.09
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Farmington Hills, MI
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Leasehold
  
	
  
7.1
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters - Egg   Harbor Township, NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  7.11
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Miramar, FL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  
7.12
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Dallas, TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
   Fee
 
	
  7.13
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Fall River, MA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  
7.14
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Richmond, VA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  7.15
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Fallbrook, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  
7.16
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Phoenix, AZ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  7.17
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Salisbury, MA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  
7.18
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Memphis (Winchester Road), TN
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
  
  	
   
 	
   Fee
 
	
  7.19
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Scotts Valley, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  
7.2
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Waterford, MI
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  7.21
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Broomfield, CO
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
  
  	
   
 	
   Fee
 
	
  
7.22
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Louisville, KY
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  7.23
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Saugerties, NY
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
  
  	
   
 	
   Fee
 
	
  
7.24
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Memphis (Kirby Parkway), TN
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
   Fee
 
	
  7.25
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Acworth, GA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
  
  	
   
 	
   Fee
 
	
  
7.26
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Albuquerque, NM
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  7.27
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Pasadena, TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  
7.28
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Columbus, OH
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
   Fee
 
	
  8
  	
   
 	
  
1
  	
  
 
  	
  
180 Madison Avenue
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
9
  	
   
 	
  
1
  	
  
 
  	
  
2500 City West
  	
  
 
  	
  
60
  	
   
 	
  
58
  	
   
 	
  
08/11/10
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  10
  	
   
 	
  
1
  	
  
 
  	
  
Bryan Tower
  	
  
 
  	
  
60
  	
   
 	
  
60
  	
   
 	
  
10/11/10
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Both
  
	
  
11
  	
   
 	
  
1
  	
  
 
  	
  
6116 Executive Boulevard
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
300
  	
   
 	
  
300
  	
   
 	
  
Fee
  
	
  12
  	
   
 	
  
1
  	
  
 
  	
  
Crossings at Corona - Phase   III
  	
  
 
  	
  
120
  	
   
 	
  
117
  	
   
 	
  
07/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
13
  	
   
 	
  
1
  	
  
 
  	
  
Hilton Garden Inn -   Washington, DC
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
300
  	
   
 	
  
300
  	
   
 	
  
Fee
  
	
  14
  	
   
 	
  
1
  	
  
 
  	
  
1370 Broadway
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
15
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space VRS Pool
  	
  
 
  	
  
84
  	
   
 	
  
82
  	
   
 	
  
08/11/12
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  15.01
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Long   Island City, NY
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  
15.02
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Wheaton,   MD
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  15.03
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Long   Beach, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  
15.04
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Germantown,   MD
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  15.05
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Lodi, NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
15.06
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS -   Huntington Beach, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  15.07
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Davie, FL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
15.08
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS -   Beaverton, OR
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  15.09
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Lincoln   Park, MI
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  
15.1
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - North   Attleborough, MA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  15.11
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Las   Vegas, NV
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  
15.12
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Campbell,   CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  15.13
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Dallas,   TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
15.14
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Stone   Mountain, GA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  15.15
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Miami, FL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
15.16
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS -   Albuquerque, NM
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  15.17
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Baldwin   Park, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  
15.18
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Flanders,   NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  15.19
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Clute, TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
15.2
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Memphis   (Gateway Drive), TN
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
  
  	
   
 	
   Fee
 
	
  15.21
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Joliet,   IL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
15.22
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Memphis   (Madison Avenue), TN
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  16
  	
   
 	
  
1
  	
  
 
  	
  
City Place Retail Center
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  
17
  	
   
 	
  
1
  	
  
 
  	
  
110 North Wacker Drive
  	
  
 
  	
  
60
  	
   
 	
  
60
  	
   
 	
  
10/11/10
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Leasehold
  
	
  18
  	
   
 	
  
1
  	
  
 
  	
  
Park Place II
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
11/11/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  
19
  	
   
 	
  
1
  	
  
 
  	
  
Phillips Lighting
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  20
  	
   
 	
  
1
  	
  
 
  	
  
The Hinman Pool
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
20.01
  	
   
 	
   
 	
  
 
  	
  
Abbott Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  20.02
  	
   
 	
   
 	
  
 
  	
  
Glenwood Hills Corporate   Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  
20.03
  	
   
 	
   
 	
  
 
  	
  
Trestlebridge Office Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  20.04
  	
   
 	
   
 	
  
 
  	
  
Fifth Third Bank Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
20.05
  	
   
 	
   
 	
  
 
  	
  
77 Monroe Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  20.06
  	
   
 	
   
 	
  
 
  	
  
Bolingbrook Commons
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
20.07
  	
   
 	
   
 	
  
 
  	
  
Capital Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  21
  	
   
 	
  
1
  	
  
 
  	
  
Taurus Pool
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
21.01
  	
   
 	
   
 	
  
 
  	
  
Shelton Technology Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  21.02
  	
   
 	
   
 	
  
 
  	
  
IVAX Warehouse Facility
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
21.03
  	
   
 	
   
 	
  
 
  	
  
CEC Entertainment Facility
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  21.04
  	
   
 	
   
 	
  
 
  	
  
Comcast  Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
21.05
  	
   
 	
   
 	
  
 
  	
  
Nashua Village
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  21.06
  	
   
 	
   
 	
  
 
  	
  
Wal-Mart - West Point, MS
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
22
  	
   
 	
  
1
  	
  
 
  	
  
Embassy Suites & Casino   - San Juan, PR (4)
  	
  
 
  	
  
84
  	
   
 	
  
83
  	
   
 	
  
09/11/12
  	
   
 	
  
300
  	
   
 	
  
300
  	
   
 	
  
Fee
  
	
  23
  	
   
 	
  
2
  	
  
 
  	
  
The Reserve Pool (5)
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
23.01
  	
   
 	
   
 	
  
 
  	
  
The Reserve at Greenwood   Apartments
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  23.02
  	
   
 	
   
 	
  
 
  	
  
The Reserve at Foxrun   Apartments (3)
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  
23.03
  	
   
 	
   
 	
  
 
  	
  
The Reserve at Walnut Ridge   Apartments
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  24
  	
   
 	
  
2
  	
  
 
  	
  
Willow Cove Apartments
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
25
  	
   
 	
  
1
  	
  
 
  	
  
Cayman Bay Apartments
  	
  
 
  	
  
60
  	
   
 	
  
58
  	
   
 	
  
08/11/10
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  26
  	
   
 	
  
1
  	
  
 
  	
  
The Lexington Apartments
  	
  
 
  	
  
60
  	
   
 	
  
59
  	
   
 	
  
09/11/10
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
27
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Fairfield Pointe
  	
  
 
  	
  
84
  	
   
 	
  
84
  	
   
 	
  
10/11/12
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  28
  	
   
 	
  
1
  	
  
 
  	
  
San Palmilla Apartments
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  
29
  	
   
 	
  
1
  	
  
 
  	
  
Centrum North
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  30
  	
   
 	
  
1
  	
  
 
  	
  
Marriott Courtyard -   Burbank, CA
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
300
  	
   
 	
  
300
  	
   
 	
  
Fee
  
	
  
31
  	
   
 	
  
1
  	
  
 
  	
  
Brook Arbor Apartments
  	
  
 
  	
  
60
  	
   
 	
  
56
  	
   
 	
  
06/11/10
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  32
  	
   
 	
  
1
  	
  
 
  	
  
One City Center
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
33
  	
   
 	
  
1
  	
  
 
  	
  
The Prescott Hotel &   Postrio Restaurant
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
300
  	
   
 	
  
300
  	
   
 	
  
Both
  
	
  34
  	
   
 	
  
1
  	
  
 
  	
  
Dadeland Centre I
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Leasehold
  
	
  
35
  	
   
 	
  
1
  	
  
 
  	
  
FBI Office Building
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
Varies
  	
   
 	
  
Varies
  	
   
 	
  
Fee
  
	
  36
  	
   
 	
  
1
  	
  
 
  	
  
Meridian Bank Tower
  	
  
 
  	
  
60
  	
   
 	
  
60
  	
   
 	
  
10/11/10
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Both
  
	
  
37
  	
   
 	
  
1
  	
  
 
  	
  
Palmetto Pointe Apartments
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  38
  	
   
 	
  
1
  	
  
 
  	
  
Rivercrest Apartments
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/06/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  
39
  	
   
 	
  
1
  	
  
 
  	
  
Airport Boulevard Pool
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
180
  	
   
 	
  
179
  	
   
 	
  
Fee
  
	
  39.01
  	
   
 	
   
 	
  
 
  	
  
Holiday Inn Express -   Morrisville, NC
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  
39.02
  	
   
 	
   
 	
  
 
  	
  
Hampton Inn - Morrisville,   NC
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  39.03
  	
   
 	
   
 	
  
 
  	
  
Staybridge Inn -   Morrisville, NC
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  	
   
 	
  
Fee
  
	
  
40
  	
   
 	
  
2
  	
  
 
  	
  
Palisades Apartments
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  41
  	
   
 	
  
1
  	
  
 
  	
  
Abbott Laboratories
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
Varies
  	
   
 	
  
Varies
  	
   
 	
  
Fee
  
	
  
42
  	
   
 	
  
2
  	
  
 
  	
  
Excalibur Apartments
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  43
  	
   
 	
  
1
  	
  
 
  	
  
Office Depot Building
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
44
  	
   
 	
  
1
  	
  
 
  	
  
Hilton - Longboat Key, FL (6)
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
300
  	
   
 	
  
298
  	
   
 	
  
Fee
  
	
  45
  	
   
 	
  
1
  	
  
 
  	
  
Presidential Tower
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  
46
  	
   
 	
  
2
  	
  
 
  	
  
Creekside at Northlake (3)
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  47
  	
   
 	
  
1
  	
  
 
  	
  
Wal-Mart Way Crossing
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  
48
  	
   
 	
  
2
  	
  
 
  	
  
Briarwood North Apartments
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  49
  	
   
 	
  
1
  	
  
 
  	
  
BJ’s Wholesale Club
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
50
  	
   
 	
  
1
  	
  
 
  	
  
Border Patrol Facility
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  51
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Bethesda, MD
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Both
  
	
  
52
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Boulders
  	
  
 
  	
  
84
  	
   
 	
  
84
  	
   
 	
  
10/11/12
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  53
  	
   
 	
  
1
  	
  
 
  	
  
Valassis Communications   World Headquarters
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
300
  	
   
 	
  
300
  	
   
 	
  
Fee
  
	
  
54
  	
   
 	
  
1
  	
  
 
  	
  
Country Inn & Suites   (Bloomington)
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
300
  	
   
 	
  
300
  	
   
 	
  
Fee
  
	
  55
  	
   
 	
  
1
  	
  
 
  	
  
Pleasant Hills MHP
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
56
  	
   
 	
  
1
  	
  
 
  	
  
Hawthorne- Circuit City
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  57
  	
   
 	
  
2
  	
  
 
  	
  
Madalyn Landing
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
58
  	
   
 	
  
1
  	
  
 
  	
  
Loganville Town Center
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  59
  	
   
 	
  
1
  	
  
 
  	
  
Lawrenceville Town Center (7)
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
359
  	
   
 	
  
Fee
  
	
  
60
  	
   
 	
  
1
  	
  
 
  	
  
San Pedro Towne Center (8)
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  61
  	
   
 	
  
1
  	
  
 
  	
  
Deer Run MHP
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
62
  	
   
 	
  
1
  	
  
 
  	
  
Cedar Manor MHP
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  63
  	
   
 	
  
1
  	
  
 
  	
  
Lowe’s - Windham, ME (3)
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
64
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Oceanside, CA
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  65
  	
   
 	
  
1
  	
  
 
  	
  
Emerald Suites
  	
  
 
  	
  
60
  	
   
 	
  
59
  	
   
 	
  
09/11/10
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
66
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Arnold, MD
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  67
  	
   
 	
  
1
  	
  
 
  	
  
Sonoma Valley Inn
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
300
  	
   
 	
  
300
  	
   
 	
  
Both
  
	
  
68
  	
   
 	
  
1
  	
  
 
  	
  
The Orchards Apartments
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Both
  
	
  69
  	
   
 	
  
2
  	
  
 
  	
  
Hilton Mobile Estates
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
359
  	
   
 	
  
Fee
  
	
  
70
  	
   
 	
  
1
  	
  
 
  	
  
1780 Fourth Street
  	
  
 
  	
  
120
  	
   
 	
  
117
  	
   
 	
  
07/11/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  71
  	
   
 	
  
1
  	
  
 
  	
  
Maywood Village
  	
  
 
  	
  
300
  	
   
 	
  
300
  	
   
 	
  
10/11/30
  	
   
 	
  
300
  	
   
 	
  
300
  	
   
 	
  
Fee
  
	
  
72
  	
   
 	
  
1
  	
  
 
  	
  
Tarzana Tower
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  73
  	
   
 	
  
1
  	
  
 
  	
  
Addison Place Retail Center
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
359
  	
   
 	
  
Fee
  
	
  
74
  	
   
 	
  
1
  	
  
 
  	
  
Atrium of Grand Valley
  	
  
 
  	
  
180
  	
   
 	
  
178
  	
   
 	
  
08/11/20
  	
   
 	
  
180
  	
   
 	
  
178
  	
   
 	
  
Fee
  
	
  75
  	
   
 	
  
1
  	
  
 
  	
  
Germantown Plaza Shopping   Center
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
76
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Columbia, MD
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  77
  	
   
 	
  
1
  	
  
 
  	
  
Century Plaza
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
300
  	
   
 	
  
299
  	
   
 	
  
Fee
  
	
  
78
  	
   
 	
  
1
  	
  
 
  	
  
Grayson Village MHP
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  79
  	
   
 	
  
2
  	
  
 
  	
  
The Woodlands of Tyler   Apartment Homes
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
80
  	
   
 	
  
1
  	
  
 
  	
  
New Market Crossing   Shopping Center
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  81
  	
   
 	
  
1
  	
  
 
  	
  
1500 Building
  	
  
 
  	
  
60
  	
   
 	
  
59
  	
   
 	
  
09/11/10
  	
   
 	
  
360
  	
   
 	
  
359
  	
   
 	
  
Fee
  
	
  
82
  	
   
 	
  
2
  	
  
 
  	
  
Suncoast Place Apartments
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
11/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  83
  	
   
 	
  
1
  	
  
 
  	
  
Roundy’s Monroe
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
359
  	
   
 	
  
Fee
  
	
  
84
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Phoenix, AZ
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  85
  	
   
 	
  
1
  	
  
 
  	
  
Indian Creek MHP
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
86
  	
   
 	
  
1
  	
  
 
  	
  
Keystone Ridge Apartments
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  87
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Johnston, RI
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
88
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Princeton Court
  	
  
 
  	
  
84
  	
   
 	
  
84
  	
   
 	
  
10/11/12
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  89
  	
   
 	
  
1
  	
  
 
  	
  
Horizon Plaza
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
264
  	
   
 	
  
262
  	
   
 	
  
Fee
  
	
  
90
  	
   
 	
  
2
  	
  
 
  	
  
Heritage Gardens Apts
  	
  
 
  	
  
84
  	
   
 	
  
83
  	
   
 	
  
09/06/12
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  91
  	
   
 	
  
1
  	
  
 
  	
  
Brookhaven MHP
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
92
  	
   
 	
  
1
  	
  
 
  	
  
Las Colinas Village   Retirement Center
  	
  
 
  	
  
120
  	
   
 	
  
117
  	
   
 	
  
07/11/15
  	
   
 	
  
360
  	
   
 	
  
357
  	
   
 	
  
Fee
  
	
  93
  	
   
 	
  
1
  	
  
 
  	
  
Barry Health Center
  	
  
 
  	
  
120
  	
   
 	
  
117
  	
   
 	
  
07/11/15
  	
   
 	
  
360
  	
   
 	
  
357
  	
   
 	
  
Fee
  
	
  
94
  	
   
 	
  
1
  	
  
 
  	
  
Mill Creek MHP
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  95
  	
   
 	
  
1
  	
  
 
  	
  
Holiday Inn Express &   Suites_Tampa, FL
  	
  
 
  	
  
60
  	
   
 	
  
59
  	
   
 	
  
09/11/10
  	
   
 	
  
300
  	
   
 	
  
299
  	
   
 	
  
Fee
  
	
  
96
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Falls Church,   VA
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  97
  	
   
 	
  
2
  	
  
 
  	
  
Stanford Oaks Apartments
  	
  
 
  	
  
120
  	
   
 	
  
114
  	
   
 	
  
04/11/15
  	
   
 	
  
360
  	
   
 	
  
354
  	
   
 	
  
Fee
  
	
  
98
  	
   
 	
  
1
  	
  
 
  	
  
Newhope
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Leasehold
  
	
  99
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Hemet, CA
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
100
  	
   
 	
  
1
  	
  
 
  	
  
Oak Park & Waters   Hanley Pool
  	
  
 
  	
  
180
  	
   
 	
  
180
  	
   
 	
  
10/11/20
  	
   
 	
  
180
  	
   
 	
  
180
  	
   
 	
  
Fee
  
	
  100.01
  	
   
 	
   
 	
  
 
  	
  
Waters Hanley Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  
100.02
  	
   
 	
   
 	
  
 
  	
  
Oak Park Shopping Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Fee
  
	
  101
  	
   
 	
  
1
  	
  
 
  	
  
Angler’s Green MHP
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
102
  	
   
 	
  
1
  	
  
 
  	
  
Spanish Mission Apartments
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
359
  	
   
 	
  
Fee
  
	
  103
  	
   
 	
  
2
  	
  
 
  	
  
Lake Perris Village MHC
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
104
  	
   
 	
  
1
  	
  
 
  	
  
Newberry Farms MHP
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  105
  	
   
 	
  
2
  	
  
 
  	
  
Ocean Breeze
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
106
  	
   
 	
  
1
  	
  
 
  	
  
Parkside Apartments
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  107
  	
   
 	
  
1
  	
  
 
  	
  
Meadowview MHP
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
108
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Salt Lake City,   UT
  	
  
 
  	
  
120
  	
   
 	
  
117
  	
   
 	
  
07/11/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  109
  	
   
 	
  
2
  	
  
 
  	
  
Sagecrest Apartments
  	
  
 
  	
  
180
  	
   
 	
  
180
  	
   
 	
  
10/11/20
  	
   
 	
  
180
  	
   
 	
  
180
  	
   
 	
  
Fee
  
	
  
110
  	
   
 	
  
2
  	
  
 
  	
  
Regency Apartments
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  111
  	
   
 	
  
1
  	
  
 
  	
  
Antioch Crossing Shopping   Center
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
112
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Sandy, UT
  	
  
 
  	
  
120
  	
   
 	
  
117
  	
   
 	
  
07/11/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  113
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Canyon Creek
  	
  
 
  	
  
84
  	
   
 	
  
84
  	
   
 	
  
10/11/12
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
114
  	
   
 	
  
1
  	
  
 
  	
  
Lynnhaven Square Shopping   Center
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  115
  	
   
 	
  
2
  	
  
 
  	
  
Manor Pointe
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
116
  	
   
 	
  
2
  	
  
 
  	
  
Silver Eagle MHP
  	
  
 
  	
  
84
  	
   
 	
  
84
  	
   
 	
  
10/11/12
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  117
  	
   
 	
  
1
  	
  
 
  	
  
Fairfield Inn & Suites   - Winston Salem, NC
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
180
  	
   
 	
  
179
  	
   
 	
  
Fee
  
	
  
118
  	
   
 	
  
2
  	
  
 
  	
  
Sun Terrace
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  119
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Chicago   (South Wabash Avenue), IL
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
120
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Fort Myers,   FL
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  121
  	
   
 	
  
2
  	
  
 
  	
  
View Pointe
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
122
  	
   
 	
  
1
  	
  
 
  	
  
Sierra Park Apartments
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  123
  	
   
 	
  
1
  	
  
 
  	
  
Willow View Office Building   (3)
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
124
  	
   
 	
  
1
  	
  
 
  	
  
Holiday Inn Express -   Richmond, VA
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
180
  	
   
 	
  
179
  	
   
 	
  
Fee
  
	
  125
  	
   
 	
  
1
  	
  
 
  	
  
City Center Retail
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
126
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Sacramento,   CA
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  127
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Waldorf, MD
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
128
  	
   
 	
  
1
  	
  
 
  	
  
West Park Place Building   III
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
300
  	
   
 	
  
298
  	
   
 	
  
Fee
  
	
  129
  	
   
 	
  
1
  	
  
 
  	
  
Smokey Point Plaza
  	
  
 
  	
  
120
  	
   
 	
  
117
  	
   
 	
  
07/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
130
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Towson, MD
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  131
  	
   
 	
  
2
  	
  
 
  	
  
Hunter’s Court
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/06/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
132
  	
   
 	
  
1
  	
  
 
  	
  
Jewel (Dixon)
  	
  
 
  	
  
60
  	
   
 	
  
60
  	
   
 	
  
10/11/10
  	
   
 	
  
300
  	
   
 	
  
300
  	
   
 	
  
Fee
  
	
  133
  	
   
 	
  
1
  	
  
 
  	
  
Fairfield Inn & Suites   - Charlottesville, VA
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
180
  	
   
 	
  
179
  	
   
 	
  
Fee
  
	
  
134
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - West Palm   Beach, FL
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  135
  	
   
 	
  
1
  	
  
 
  	
  
Harrington Place
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
359
  	
   
 	
  
Fee
  
	
  
136
  	
   
 	
  
2
  	
  
 
  	
  
Summer View
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  137
  	
   
 	
  
2
  	
  
 
  	
  
White Sands
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
138
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Gateway
  	
  
 
  	
  
84
  	
   
 	
  
84
  	
   
 	
  
10/11/12
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  139
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Independence, MO
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
140
  	
   
 	
  
1
  	
  
 
  	
  
Vallecitos Commerce Center
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  141
  	
   
 	
  
1
  	
  
 
  	
  
Newberry Estates MHP
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
142
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Chicago, IL
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
359
  	
   
 	
  
Fee
  
	
  143
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage -   Sarasota, FL (Honore)
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
300
  	
   
 	
  
300
  	
   
 	
  
Fee
  
	
  
144
  	
   
 	
  
1
  	
  
 
  	
  
Eckerd - Spartanburg, SC
  	
  
 
  	
  
120
  	
   
 	
  
117
  	
   
 	
  
07/11/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  145
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Watsonville,   CA
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
146
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Midvale, UT
  	
  
 
  	
  
120
  	
   
 	
  
117
  	
   
 	
  
07/11/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  147
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Fayetteville,   AR
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  
148
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Chester, VA
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  149
  	
   
 	
  
1
  	
  
 
  	
  
331 South Rio Grande Street
  	
  
 
  	
  
120
  	
   
 	
  
117
  	
   
 	
  
07/11/15
  	
   
 	
  
360
  	
   
 	
  
357
  	
   
 	
  
Fee
  
	
  
150
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - New Bern, NC
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
300
  	
   
 	
  
298
  	
   
 	
  
Fee
  
	
  151
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Chicago (West   Addison Street), IL
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
152
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Lago Vista, TX
  	
  
 
  	
  
120
  	
   
 	
  
117
  	
   
 	
  
07/11/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  153
  	
   
 	
  
1
  	
  
 
  	
  
Holiday Inn Express -   Durham, NC
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
180
  	
   
 	
  
179
  	
   
 	
  
Fee
  
	
  
154
  	
   
 	
  
1
  	
  
 
  	
  
Eckerd - Travelers Rest, SC
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  155
  	
   
 	
  
1
  	
  
 
  	
  
INS Building - South   Portland, ME
  	
  
 
  	
  
84
  	
   
 	
  
82
  	
   
 	
  
08/11/12
  	
   
 	
  
300
  	
   
 	
  
298
  	
   
 	
  
Fee
  
	
  
156
  	
   
 	
  
2
  	
  
 
  	
  
Port of Call MHP
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  157
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Louisville, KY
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  
158
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Staten Island,   NY
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
359
  	
   
 	
  
Leasehold
  
	
  159
  	
   
 	
  
2
  	
  
 
  	
  
Evergreen
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
160
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Viewpoint
  	
  
 
  	
  
84
  	
   
 	
  
84
  	
   
 	
  
10/11/12
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  161
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Louisville,   KY
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
162
  	
   
 	
  
1
  	
  
 
  	
  
Tempe Towne Plaza
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
359
  	
   
 	
  
Fee
  
	
  163
  	
   
 	
  
1
  	
  
 
  	
  
Hampton Inn - Cornelius, NC
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
180
  	
   
 	
  
179
  	
   
 	
  
Fee
  
	
  
164
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Chicago (West   Harrison Street), IL
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  165
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Columbus, OH
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
166
  	
   
 	
  
1
  	
  
 
  	
  
Northwood Manor MHP
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  167
  	
   
 	
  
2
  	
  
 
  	
  
Suncrest
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
168
  	
   
 	
  
2
  	
  
 
  	
  
Wellington Place Apartments
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  169
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage -   Sarasota, FL (University Square)
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
300
  	
   
 	
  
300
  	
   
 	
  
Fee
  
	
  
170
  	
   
 	
  
2
  	
  
 
  	
  
Quebec House Apartments (9)
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
359
  	
   
 	
  
Fee
  
	
  171
  	
   
 	
  
1
  	
  
 
  	
  
Eckerd - Hayes, VA
  	
  
 
  	
  
120
  	
   
 	
  
117
  	
   
 	
  
07/11/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  
172
  	
   
 	
  
2
  	
  
 
  	
  
High Park Apartments
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  173
  	
   
 	
  
2
  	
  
 
  	
  
Villa De La Rosa
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
174
  	
   
 	
  
1
  	
  
 
  	
  
Best Buy - Tupelo, MS
  	
  
 
  	
  
60
  	
   
 	
  
59
  	
   
 	
  
09/11/10
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  175
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Cordova, TN
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
176
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Woodbridge
  	
  
 
  	
  
84
  	
   
 	
  
84
  	
   
 	
  
10/11/12
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  177
  	
   
 	
  
1
  	
  
 
  	
  
Ashford Hills Apartments
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
178
  	
   
 	
  
1
  	
  
 
  	
  
975 Morris Park Avenue
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
359
  	
   
 	
  
Fee
  
	
  179
  	
   
 	
  
2
  	
  
 
  	
  
The Meadows Apartments
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
180
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Wilson, NC
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
359
  	
   
 	
  
Leasehold
  
	
  181
  	
   
 	
  
2
  	
  
 
  	
  
Northridge Palm Apartments
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
182
  	
   
 	
  
2
  	
  
 
  	
  
New Peachtree Apartments
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
300
  	
   
 	
  
299
  	
   
 	
  
Fee
  
	
  183
  	
   
 	
  
1
  	
  
 
  	
  
Spring Meadows at Valley   Forge
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
359
  	
   
 	
  
Fee
  
	
  
184
  	
   
 	
  
2
  	
  
 
  	
  
Sunrise Apartments
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  185
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage -   Holiday, FL
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
300
  	
   
 	
  
300
  	
   
 	
  
Fee
  
	
  
186
  	
   
 	
  
1
  	
  
 
  	
  
Citadel International
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
120
  	
   
 	
  
119
  	
   
 	
  
Fee
  
	
  187
  	
   
 	
  
2
  	
  
 
  	
  
Parkglen Apartments
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
188
  	
   
 	
  
2
  	
  
 
  	
  
Cedar Pointe
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  189
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens-Pulaski
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
190
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Mount   Clemens, MI
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  191
  	
   
 	
  
2
  	
  
 
  	
  
Courtyard Apartments
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
192
  	
   
 	
  
1
  	
  
 
  	
  
Madison Square
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  193
  	
   
 	
  
1
  	
  
 
  	
  
Kimball Crossing Shopping   Center
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
359
  	
   
 	
  
Fee
  
	
  
194
  	
   
 	
  
1
  	
  
 
  	
  
Office Depot - Oklahoma   City, OK
  	
  
 
  	
  
84
  	
   
 	
  
83
  	
   
 	
  
09/11/12
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  195
  	
   
 	
  
1
  	
  
 
  	
  
Alpine Self Storage -   Eagle, CO
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
300
  	
   
 	
  
299
  	
   
 	
  
Fee
  
	
  
196
  	
   
 	
  
1
  	
  
 
  	
  
Town Center
  	
  
 
  	
  
120
  	
   
 	
  
117
  	
   
 	
  
07/11/15
  	
   
 	
  
360
  	
   
 	
  
357
  	
   
 	
  
Fee
  
	
  197
  	
   
 	
  
1
  	
  
 
  	
  
Stor-All - Duluth, GA
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
198
  	
   
 	
  
1
  	
  
 
  	
  
Advance Auto Parts -   Cincinnati, OH
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  199
  	
   
 	
  
2
  	
  
 
  	
  
Casa Brae
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
200
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage -   Venice, FL
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
300
  	
   
 	
  
300
  	
   
 	
  
Fee
  
	
  201
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Whiteville, NC
  	
  
 
  	
  
120
  	
   
 	
  
114
  	
   
 	
  
04/11/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  
202
  	
   
 	
  
2
  	
  
 
  	
  
Royal Palms
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  203
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Cleveland, TX
  	
  
 
  	
  
120
  	
   
 	
  
120
  	
   
 	
  
10/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
204
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Grandville,   MI
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  205
  	
   
 	
  
2
  	
  
 
  	
  
Highland Meadows (Fayette)
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
206
  	
   
 	
  
2
  	
  
 
  	
  
Sunridge Apartments
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  207
  	
   
 	
  
1
  	
  
 
  	
  
Rite Aid - St. Marys, OH
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  
208
  	
   
 	
  
2
  	
  
 
  	
  
Highland Meadows (Meridian)
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  209
  	
   
 	
  
1
  	
  
 
  	
  
Tractor Supply - Woodstock,   VA
  	
  
 
  	
  
120
  	
   
 	
  
115
  	
   
 	
  
05/11/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  
210
  	
   
 	
  
2
  	
  
 
  	
  
China Gate
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  211
  	
   
 	
  
2
  	
  
 
  	
  
Highland Spring (Vallejo)
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
212
  	
   
 	
  
2
  	
  
 
  	
  
South View Apartments
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  213
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Kent, OH
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  
214
  	
   
 	
  
1
  	
  
 
  	
  
Addison Place Bank Out   Parcel
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
359
  	
   
 	
  
Fee
  
	
  215
  	
   
 	
  
2
  	
  
 
  	
  
South View (Broadway)
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
216
  	
   
 	
  
1
  	
  
 
  	
  
Tractor Supply - Glasgow,   KY
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  217
  	
   
 	
  
2
  	
  
 
  	
  
South View (Main)
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
218
  	
   
 	
  
2
  	
  
 
  	
  
York Pointe
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  219
  	
   
 	
  
1
  	
  
 
  	
  
U Stow N Go - Clearwater,   FL
  	
  
 
  	
  
240
  	
   
 	
  
239
  	
   
 	
  
09/11/25
  	
   
 	
  
240
  	
   
 	
  
239
  	
   
 	
  
Fee
  
	
  
220
  	
   
 	
  
2
  	
  
 
  	
  
Forest View Apartments
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  221
  	
   
 	
  
1
  	
  
 
  	
  
Park Glen Market Place
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
09/11/15
  	
   
 	
  
360
  	
   
 	
  
359
  	
   
 	
  
Fee
  
	
  
222
  	
   
 	
  
2
  	
  
 
  	
  
Highland Springs (Lincoln   Park)
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  223
  	
   
 	
  
1
  	
  
 
  	
  
Tractor Supply - Paducah,   KY
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
IO
  	
   
 	
  
IO
  	
   
 	
  
Fee
  
	
  
224
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Grandview, MO
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  	
   
 	
  
Fee
  
	
  225
  	
   
 	
  
2
  	
  
 
  	
  
Rio Grande
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
226
  	
   
 	
  
2
  	
  
 
  	
  
Santa Fe Apartments
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  227
  	
   
 	
  
2
  	
  
 
  	
  
Village Square
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
228
  	
   
 	
  
2
  	
  
 
  	
  
South View (Avalon)
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  229
  	
   
 	
  
2
  	
  
 
  	
  
Highland Meadows 43, 44
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  
	
  
230
  	
   
 	
  
2
  	
  
 
  	
  
Woodglen Apartments
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
08/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 	
  
Fee
  





	

  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Master   Servicing Fee Rate
  	
   
 	
  
ARD Loans
  	
   
 	
  
Anticipated
   Repayment
   Date
  	
   
 	
  
Additional   Interest
   Rate
  	
   
 	
  
Loan   Originator
  	
   
 	
  
Environmental
   Insurance
  
	
  


  	
   
 	
  


  	
   
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
   
 	
  


  	
  
 
  	
  


  	
  
 
  	
  


  
	
  
1
  	
   
 	
  
1
  	
  
 
  	
  
85 Tenth Avenue
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  2
  	
   
 	
  
1
  	
  
 
  	
  
NGP Rubicon GSA Pool (2)
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Artesia
  	
   
 	
  
N
  
	
  
2.01
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Burlington,   NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  2.02
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Sacramento,   CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
2.03
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Suffolk, VA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  2.04
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Washington,   DC
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
2.05
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Kansas City,   KS
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  2.06
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - San Diego, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
2.07
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Concord, MA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  2.08
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Philadelphia,   PA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
2.09
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Huntsville,   AL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  2.10
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Houston, TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
2.11
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Providence,   RI
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  2.12
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Aurora, CO
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
2.13
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Lakewood, CO
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  2.14
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Norfolk, VA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3
  	
   
 	
  
1
  	
  
 
  	
  
1000 & 1100 Wilson   (2)
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  4
  	
   
 	
  
1
  	
  
 
  	
  
Abbey Pool
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
4.01
  	
   
 	
   
 	
  
 
  	
  
Transpark Office Complex
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.02
  	
   
 	
   
 	
  
 
  	
  
Colton Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.03
  	
   
 	
   
 	
  
 
  	
  
Sierra Gateway Business   Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.04
  	
   
 	
   
 	
  
 
  	
  
10th Street Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.05
  	
   
 	
   
 	
  
 
  	
  
Transpark Industrial   Complex
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.06
  	
   
 	
   
 	
  
 
  	
  
Palmdale Place Commerce   Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.07
  	
   
 	
   
 	
  
 
  	
  
Fresno Industrial Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.08
  	
   
 	
   
 	
  
 
  	
  
Nevada Street Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.09
  	
   
 	
   
 	
  
 
  	
  
Tozai Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.1
  	
   
 	
   
 	
  
 
  	
  
Upland Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.11
  	
   
 	
   
 	
  
 
  	
  
Rancho Carmel Commerce   Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.12
  	
   
 	
   
 	
  
 
  	
  
Braden Court
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.13
  	
   
 	
   
 	
  
 
  	
  
Airpark Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.14
  	
   
 	
   
 	
  
 
  	
  
30th Street Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.15
  	
   
 	
   
 	
  
 
  	
  
Atlantic Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.16
  	
   
 	
   
 	
  
 
  	
  
Diamond Bar Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.17
  	
   
 	
   
 	
  
 
  	
  
Goodrich Office Park
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.18
  	
   
 	
   
 	
  
 
  	
  
Garden Grove Town Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.19
  	
   
 	
   
 	
  
 
  	
  
Anaheim Stadium Industrial   Park
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.2
  	
   
 	
   
 	
  
 
  	
  
25th Street Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
5
  	
   
 	
  
1
  	
  
 
  	
  
Metropolitan Square
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  6
  	
   
 	
  
1
  	
  
 
  	
  
San Felipe Plaza
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
7
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space Teamsters Pool
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  7.01
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   River Edge, NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.02
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters - Los   Alamitos, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.03
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Secaucus, NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.04
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Reston, VA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.05
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Burtonsville, MD
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.06
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Santee, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.07
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Santa Rosa, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.08
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   North Lauderdale, FL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.09
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Farmington Hills, MI
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.1
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters - Egg   Harbor Township, NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.11
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Miramar, FL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.12
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Dallas, TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.13
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Fall River, MA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.14
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Richmond, VA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.15
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Fallbrook, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.16
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Phoenix, AZ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.17
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Salisbury, MA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.18
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Memphis (Winchester Road), TN
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.19
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Scotts Valley, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.2
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Waterford, MI
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.21
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Broomfield, CO
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.22
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Louisville, KY
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.23
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Saugerties, NY
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.24
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Memphis (Kirby Parkway), TN
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.25
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Acworth, GA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.26
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Albuquerque, NM
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.27
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Pasadena, TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.28
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Columbus, OH
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  8
  	
   
 	
  
1
  	
  
 
  	
  
180 Madison Avenue
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
9
  	
   
 	
  
1
  	
  
 
  	
  
2500 City West
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  10
  	
   
 	
  
1
  	
  
 
  	
  
Bryan Tower
  	
  
 
  	
  
0.03000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
11
  	
   
 	
  
1
  	
  
 
  	
  
6116 Executive Boulevard
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  12
  	
   
 	
  
1
  	
  
 
  	
  
Crossings at Corona - Phase   III
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
13
  	
   
 	
  
1
  	
  
 
  	
  
Hilton Garden Inn -   Washington, DC
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  14
  	
   
 	
  
1
  	
  
 
  	
  
1370 Broadway
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
15
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space VRS Pool
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  15.01
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Long   Island City, NY
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.02
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Wheaton,   MD
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.03
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Long   Beach, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.04
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS -   Germantown, MD
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.05
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Lodi, NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.06
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS -   Huntington Beach, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.07
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Davie, FL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.08
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS -   Beaverton, OR
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.09
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Lincoln   Park, MI
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.1
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - North   Attleborough, MA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.11
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Las   Vegas, NV
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.12
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Campbell,   CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.13
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Dallas,   TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.14
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Stone   Mountain, GA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.15
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Miami, FL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.16
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS -   Albuquerque, NM
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.17
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Baldwin   Park, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.18
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Flanders,   NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.19
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Clute, TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.2
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Memphis   (Gateway Drive), TN
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.21
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Joliet,   IL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.22
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Memphis   (Madison Avenue), TN
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  16
  	
   
 	
  
1
  	
  
 
  	
  
City Place Retail Center
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
17
  	
   
 	
  
1
  	
  
 
  	
  
110 North Wacker Drive
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  18
  	
   
 	
  
1
  	
  
 
  	
  
Park Place II
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
11/11/15
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
19
  	
   
 	
  
1
  	
  
 
  	
  
Phillips Lighting
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
09/11/15
  	
   
 	
  
6.90%
  	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  20
  	
   
 	
  
1
  	
  
 
  	
  
The Hinman Pool
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
20.01
  	
   
 	
   
 	
  
 
  	
  
Abbott Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  20.02
  	
   
 	
   
 	
  
 
  	
  
Glenwood Hills Corporate   Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
20.03
  	
   
 	
   
 	
  
 
  	
  
Trestlebridge Office Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  20.04
  	
   
 	
   
 	
  
 
  	
  
Fifth Third Bank Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
20.05
  	
   
 	
   
 	
  
 
  	
  
77 Monroe Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  20.06
  	
   
 	
   
 	
  
 
  	
  
Bolingbrook Commons
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
20.07
  	
   
 	
   
 	
  
 
  	
  
Capital Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  21
  	
   
 	
  
1
  	
  
 
  	
  
Taurus Pool
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
21.01
  	
   
 	
   
 	
  
 
  	
  
Shelton Technology Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  21.02
  	
   
 	
   
 	
  
 
  	
  
IVAX Warehouse Facility
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
21.03
  	
   
 	
   
 	
  
 
  	
  
CEC Entertainment Facility
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  21.04
  	
   
 	
   
 	
  
 
  	
  
Comcast  Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
21.05
  	
   
 	
   
 	
  
 
  	
  
Nashua Village
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  21.06
  	
   
 	
   
 	
  
 
  	
  
Wal-Mart - West Point, MS
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
22
  	
   
 	
  
1
  	
  
 
  	
  
Embassy Suites & Casino   - San Juan, PR (4)
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  23
  	
   
 	
  
2
  	
  
 
  	
  
The Reserve Pool (5)
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
23.01
  	
   
 	
   
 	
  
 
  	
  
The Reserve at Greenwood   Apartments
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  23.02
  	
   
 	
   
 	
  
 
  	
  
The Reserve at Foxrun   Apartments (3)
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
23.03
  	
   
 	
   
 	
  
 
  	
  
The Reserve at Walnut Ridge   Apartments
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  24
  	
   
 	
  
2
  	
  
 
  	
  
Willow Cove Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Artesia
  	
   
 	
  
N
  
	
  
25
  	
   
 	
  
1
  	
  
 
  	
  
Cayman Bay Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  26
  	
   
 	
  
1
  	
  
 
  	
  
The Lexington Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
27
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Fairfield Pointe
  	
  
 
  	
  
0.06000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  28
  	
   
 	
  
1
  	
  
 
  	
  
San Palmilla Apartments
  	
  
 
  	
  
0.03000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
29
  	
   
 	
  
1
  	
  
 
  	
  
Centrum North
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  30
  	
   
 	
  
1
  	
  
 
  	
  
Marriott Courtyard -   Burbank, CA
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
31
  	
   
 	
  
1
  	
  
 
  	
  
Brook Arbor Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  32
  	
   
 	
  
1
  	
  
 
  	
  
One City Center
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
33
  	
   
 	
  
1
  	
  
 
  	
  
The Prescott Hotel &   Postrio Restaurant
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  34
  	
   
 	
  
1
  	
  
 
  	
  
Dadeland Centre I
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
35
  	
   
 	
  
1
  	
  
 
  	
  
FBI Office Building
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
09/11/15
  	
   
 	
  
Greater   of initial interest rate plus 2.5% or TCMYI plus 2.5%
  	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  36
  	
   
 	
  
1
  	
  
 
  	
  
Meridian Bank Tower
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
37
  	
   
 	
  
1
  	
  
 
  	
  
Palmetto Pointe Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  38
  	
   
 	
  
1
  	
  
 
  	
  
Rivercrest Apartments
  	
  
 
  	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
39
  	
   
 	
  
1
  	
  
 
  	
  
Airport Boulevard Pool
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  39.01
  	
   
 	
   
 	
  
 
  	
  
Holiday Inn Express -   Morrisville, NC
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
39.02
  	
   
 	
   
 	
  
 
  	
  
Hampton Inn - Morrisville,   NC
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  39.03
  	
   
 	
   
 	
  
 
  	
  
Staybridge Inn -   Morrisville, NC
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
40
  	
   
 	
  
2
  	
  
 
  	
  
Palisades Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  41
  	
   
 	
  
1
  	
  
 
  	
  
Abbott Laboratories
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
08/11/15
  	
   
 	
  
Greater   of initial interest rate plus 2.5% or TCMYI plus 2.5%
  	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
42
  	
   
 	
  
2
  	
  
 
  	
  
Excalibur Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  43
  	
   
 	
  
1
  	
  
 
  	
  
Office Depot Building
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Artesia
  	
   
 	
  
N
  
	
  
44
  	
   
 	
  
1
  	
  
 
  	
  
Hilton - Longboat Key, FL (6)
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  45
  	
   
 	
  
1
  	
  
 
  	
  
Presidential Tower
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
46
  	
   
 	
  
2
  	
  
 
  	
  
Creekside at Northlake (3)
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  47
  	
   
 	
  
1
  	
  
 
  	
  
Wal-Mart Way Crossing
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
08/11/15
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
48
  	
   
 	
  
2
  	
  
 
  	
  
Briarwood North Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  49
  	
   
 	
  
1
  	
  
 
  	
  
BJ’s Wholesale Club
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
50
  	
   
 	
  
1
  	
  
 
  	
  
Border Patrol Facility
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
08/11/15
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%, each increasing 0.25% annually
  	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  51
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Bethesda, MD
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
52
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Boulders
  	
  
 
  	
  
0.06000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  53
  	
   
 	
  
1
  	
  
 
  	
  
Valassis Communications   World Headquarters
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
54
  	
   
 	
  
1
  	
  
 
  	
  
Country Inn & Suites   (Bloomington)
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  55
  	
   
 	
  
1
  	
  
 
  	
  
Pleasant Hills MHP
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
56
  	
   
 	
  
1
  	
  
 
  	
  
Hawthorne- Circuit City
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
Y
  
	
  57
  	
   
 	
  
2
  	
  
 
  	
  
Madalyn Landing
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
58
  	
   
 	
  
1
  	
  
 
  	
  
Loganville Town Center
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  59
  	
   
 	
  
1
  	
  
 
  	
  
Lawrenceville Town Center (7)
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
60
  	
   
 	
  
1
  	
  
 
  	
  
San Pedro Towne Center (8)
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  61
  	
   
 	
  
1
  	
  
 
  	
  
Deer Run MHP
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
62
  	
   
 	
  
1
  	
  
 
  	
  
Cedar Manor MHP
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  63
  	
   
 	
  
1
  	
  
 
  	
  
Lowe’s - Windham, ME (3)
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
09/11/15
  	
   
 	
  
Greater   of initial interest rate plus 2.5% or TCMYI plus 2.5%, each increasing by   0.25% annually
  	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
64
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Oceanside, CA
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  65
  	
   
 	
  
1
  	
  
 
  	
  
Emerald Suites
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
66
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Arnold, MD
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  67
  	
   
 	
  
1
  	
  
 
  	
  
Sonoma Valley Inn
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
68
  	
   
 	
  
1
  	
  
 
  	
  
The Orchards Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  69
  	
   
 	
  
2
  	
  
 
  	
  
Hilton Mobile Estates
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
70
  	
   
 	
  
1
  	
  
 
  	
  
1780 Fourth Street
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  71
  	
   
 	
  
1
  	
  
 
  	
  
Maywood Village
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
72
  	
   
 	
  
1
  	
  
 
  	
  
Tarzana Tower
  	
  
 
  	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  73
  	
   
 	
  
1
  	
  
 
  	
  
Addison Place Retail Center
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
74
  	
   
 	
  
1
  	
  
 
  	
  
Atrium of Grand Valley
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  75
  	
   
 	
  
1
  	
  
 
  	
  
Germantown Plaza Shopping   Center
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
76
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Columbia, MD
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  77
  	
   
 	
  
1
  	
  
 
  	
  
Century Plaza
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
78
  	
   
 	
  
1
  	
  
 
  	
  
Grayson Village MHP
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  79
  	
   
 	
  
2
  	
  
 
  	
  
The Woodlands of Tyler   Apartment Homes
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
80
  	
   
 	
  
1
  	
  
 
  	
  
New Market Crossing   Shopping Center
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  81
  	
   
 	
  
1
  	
  
 
  	
  
1500 Building
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
09/11/10
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
82
  	
   
 	
  
2
  	
  
 
  	
  
Suncoast Place Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  83
  	
   
 	
  
1
  	
  
 
  	
  
Roundy’s Monroe
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
84
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Phoenix, AZ
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  85
  	
   
 	
  
1
  	
  
 
  	
  
Indian Creek MHP
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
86
  	
   
 	
  
1
  	
  
 
  	
  
Keystone Ridge Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  87
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Johnston, RI
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
88
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Princeton Court
  	
  
 
  	
  
0.06000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  89
  	
   
 	
  
1
  	
  
 
  	
  
Horizon Plaza
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
90
  	
   
 	
  
2
  	
  
 
  	
  
Heritage Gardens Apts
  	
  
 
  	
  
0.05000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  91
  	
   
 	
  
1
  	
  
 
  	
  
Brookhaven MHP
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
92
  	
   
 	
  
1
  	
  
 
  	
  
Las Colinas Village   Retirement Center
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  93
  	
   
 	
  
1
  	
  
 
  	
  
Barry Health Center
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
94
  	
   
 	
  
1
  	
  
 
  	
  
Mill Creek MHP
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  95
  	
   
 	
  
1
  	
  
 
  	
  
Holiday Inn Express &   Suites_Tampa, FL
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
96
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Falls Church,   VA
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  97
  	
   
 	
  
2
  	
  
 
  	
  
Stanford Oaks Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
98
  	
   
 	
  
1
  	
  
 
  	
  
Newhope
  	
  
 
  	
  
0.08000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  99
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Hemet, CA
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
100
  	
   
 	
  
1
  	
  
 
  	
  
Oak Park & Waters   Hanley Pool
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Artesia
  	
   
 	
  
N
  
	
  100.01
  	
   
 	
   
 	
  
 
  	
  
Waters Hanley Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
100.02
  	
   
 	
   
 	
  
 
  	
  
Oak Park Shopping Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  101
  	
   
 	
  
1
  	
  
 
  	
  
Angler’s Green MHP
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
102
  	
   
 	
  
1
  	
  
 
  	
  
Spanish Mission Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  103
  	
   
 	
  
2
  	
  
 
  	
  
Lake Perris Village MHC
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
104
  	
   
 	
  
1
  	
  
 
  	
  
Newberry Farms MHP
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  105
  	
   
 	
  
2
  	
  
 
  	
  
Ocean Breeze
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
106
  	
   
 	
  
1
  	
  
 
  	
  
Parkside Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  107
  	
   
 	
  
1
  	
  
 
  	
  
Meadowview MHP
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
108
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Salt Lake City,   UT
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
07/11/15
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  109
  	
   
 	
  
2
  	
  
 
  	
  
Sagecrest Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Artesia
  	
   
 	
  
N
  
	
  
110
  	
   
 	
  
2
  	
  
 
  	
  
Regency Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  111
  	
   
 	
  
1
  	
  
 
  	
  
Antioch Crossing Shopping   Center
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
112
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Sandy, UT
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
07/11/15
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  113
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Canyon Creek
  	
  
 
  	
  
0.06000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
114
  	
   
 	
  
1
  	
  
 
  	
  
Lynnhaven Square Shopping   Center
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
08/11/15
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  115
  	
   
 	
  
2
  	
  
 
  	
  
Manor Pointe
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
116
  	
   
 	
  
2
  	
  
 
  	
  
Silver Eagle MHP
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  117
  	
   
 	
  
1
  	
  
 
  	
  
Fairfield Inn & Suites   - Winston Salem, NC
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
118
  	
   
 	
  
2
  	
  
 
  	
  
Sun Terrace
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  119
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Chicago   (South Wabash Avenue), IL
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
120
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Fort Myers,   FL
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  121
  	
   
 	
  
2
  	
  
 
  	
  
View Pointe
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
122
  	
   
 	
  
1
  	
  
 
  	
  
Sierra Park Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  123
  	
   
 	
  
1
  	
  
 
  	
  
Willow View Office Building   (3)
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Artesia
  	
   
 	
  
N
  
	
  
124
  	
   
 	
  
1
  	
  
 
  	
  
Holiday Inn Express -   Richmond, VA
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  125
  	
   
 	
  
1
  	
  
 
  	
  
City Center Retail
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
126
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Sacramento,   CA
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  127
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Waldorf, MD
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
128
  	
   
 	
  
1
  	
  
 
  	
  
West Park Place Building   III
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  129
  	
   
 	
  
1
  	
  
 
  	
  
Smokey Point Plaza
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
130
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Towson, MD
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  131
  	
   
 	
  
2
  	
  
 
  	
  
Hunter’s Court
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
132
  	
   
 	
  
1
  	
  
 
  	
  
Jewel (Dixon)
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  133
  	
   
 	
  
1
  	
  
 
  	
  
Fairfield Inn & Suites   - Charlottesville, VA
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
134
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - West Palm   Beach, FL
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  135
  	
   
 	
  
1
  	
  
 
  	
  
Harrington Place
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
136
  	
   
 	
  
2
  	
  
 
  	
  
Summer View
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  137
  	
   
 	
  
2
  	
  
 
  	
  
White Sands
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
138
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Gateway
  	
  
 
  	
  
0.06000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  139
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Independence, MO
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
140
  	
   
 	
  
1
  	
  
 
  	
  
Vallecitos Commerce Center
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Artesia
  	
   
 	
  
N
  
	
  141
  	
   
 	
  
1
  	
  
 
  	
  
Newberry Estates MHP
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
142
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Chicago, IL
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  143
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage - Sarasota,   FL (Honore)
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
144
  	
   
 	
  
1
  	
  
 
  	
  
Eckerd - Spartanburg, SC
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
07/11/15
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  145
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Watsonville,   CA
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
146
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Midvale, UT
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
07/11/15
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  147
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Fayetteville,   AR
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
10/11/15
  	
   
 	
  
Greater   of initial interest rate plus 4.0% or TCMYI plus 5.1%
  	
   
 	
  
Artesia
  	
   
 	
  
N
  
	
  
148
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Chester, VA
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  149
  	
   
 	
  
1
  	
  
 
  	
  
331 South Rio Grande Street
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
150
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - New Bern, NC
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  151
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Chicago (West   Addison Street), IL
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
152
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Lago Vista, TX
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
07/11/15
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  153
  	
   
 	
  
1
  	
  
 
  	
  
Holiday Inn Express -   Durham, NC
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
154
  	
   
 	
  
1
  	
  
 
  	
  
Eckerd - Travelers Rest, SC
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
08/11/15
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  155
  	
   
 	
  
1
  	
  
 
  	
  
INS Building - South   Portland, ME
  	
  
 
  	
  
0.08000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
156
  	
   
 	
  
2
  	
  
 
  	
  
Port of Call MHP
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  157
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Louisville, KY
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
10/11/15
  	
   
 	
  
Greater   of initial interest rate plus 4.0% or TCMYI plus 5.1%
  	
   
 	
  
Artesia
  	
   
 	
  
N
  
	
  
158
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Staten Island,   NY
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  159
  	
   
 	
  
2
  	
  
 
  	
  
Evergreen
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
160
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Viewpoint
  	
  
 
  	
  
0.06000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  161
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Louisville,   KY
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
162
  	
   
 	
  
1
  	
  
 
  	
  
Tempe Towne Plaza
  	
  
 
  	
  
0.05000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  163
  	
   
 	
  
1
  	
  
 
  	
  
Hampton Inn - Cornelius, NC
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
164
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Chicago (West   Harrison Street), IL
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  165
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Columbus, OH
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
166
  	
   
 	
  
1
  	
  
 
  	
  
Northwood Manor MHP
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  167
  	
   
 	
  
2
  	
  
 
  	
  
Suncrest
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
168
  	
   
 	
  
2
  	
  
 
  	
  
Wellington Place Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  169
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage -   Sarasota, FL (University Square)
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
170
  	
   
 	
  
2
  	
  
 
  	
  
Quebec House Apartments (9)
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  171
  	
   
 	
  
1
  	
  
 
  	
  
Eckerd - Hayes, VA
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
07/11/15
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
172
  	
   
 	
  
2
  	
  
 
  	
  
High Park Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  173
  	
   
 	
  
2
  	
  
 
  	
  
Villa De La Rosa
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
174
  	
   
 	
  
1
  	
  
 
  	
  
Best Buy - Tupelo, MS
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
09/11/10
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  175
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Cordova, TN
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
176
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Woodbridge
  	
  
 
  	
  
0.06000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  177
  	
   
 	
  
1
  	
  
 
  	
  
Ashford Hills Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
178
  	
   
 	
  
1
  	
  
 
  	
  
975 Morris Park Avenue
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  179
  	
   
 	
  
2
  	
  
 
  	
  
The Meadows Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
180
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Wilson, NC
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  181
  	
   
 	
  
2
  	
  
 
  	
  
Northridge Palm Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
182
  	
   
 	
  
2
  	
  
 
  	
  
New Peachtree Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Artesia
  	
   
 	
  
N
  
	
  183
  	
   
 	
  
1
  	
  
 
  	
  
Spring Meadows at Valley   Forge
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
184
  	
   
 	
  
2
  	
  
 
  	
  
Sunrise Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  185
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage -   Holiday, FL
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
186
  	
   
 	
  
1
  	
  
 
  	
  
Citadel International
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  187
  	
   
 	
  
2
  	
  
 
  	
  
Parkglen Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
188
  	
   
 	
  
2
  	
  
 
  	
  
Cedar Pointe
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  189
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens-Pulaski
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
10/11/15
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 3.0%
  	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
190
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Mount   Clemens, MI
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  191
  	
   
 	
  
2
  	
  
 
  	
  
Courtyard Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
192
  	
   
 	
  
1
  	
  
 
  	
  
Madison Square
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  193
  	
   
 	
  
1
  	
  
 
  	
  
Kimball Crossing Shopping   Center
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Artesia
  	
   
 	
  
N
  
	
  
194
  	
   
 	
  
1
  	
  
 
  	
  
Office Depot - Oklahoma   City, OK
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
09/11/12
  	
   
 	
  
Greater   of initial interest rate plus 4.0% or TCMYI plus 5.16%
  	
   
 	
  
Artesia
  	
   
 	
  
N
  
	
  195
  	
   
 	
  
1
  	
  
 
  	
  
Alpine Self Storage -   Eagle, CO
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
196
  	
   
 	
  
1
  	
  
 
  	
  
Town Center
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  197
  	
   
 	
  
1
  	
  
 
  	
  
Stor-All - Duluth, GA
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
198
  	
   
 	
  
1
  	
  
 
  	
  
Advance Auto Parts -   Cincinnati, OH
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  199
  	
   
 	
  
2
  	
  
 
  	
  
Casa Brae
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
200
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage -   Venice, FL
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  201
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Whiteville, NC
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
04/11/15
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
202
  	
   
 	
  
2
  	
  
 
  	
  
Royal Palms
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  203
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Cleveland, TX
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
10/11/15
  	
   
 	
  
Greater   of initial interest rate plus 4.0% or TCMYI plus 5.1%
  	
   
 	
  
Artesia
  	
   
 	
  
N
  
	
  
204
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Grandville,   MI
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  205
  	
   
 	
  
2
  	
  
 
  	
  
Highland Meadows (Fayette)
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
206
  	
   
 	
  
2
  	
  
 
  	
  
Sunridge Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  207
  	
   
 	
  
1
  	
  
 
  	
  
Rite Aid - St. Marys, OH
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
08/11/15
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
208
  	
   
 	
  
2
  	
  
 
  	
  
Highland Meadows (Meridian)
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  209
  	
   
 	
  
1
  	
  
 
  	
  
Tractor Supply - Woodstock,   VA
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
05/11/15
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
210
  	
   
 	
  
2
  	
  
 
  	
  
China Gate
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  211
  	
   
 	
  
2
  	
  
 
  	
  
Highland Spring (Vallejo)
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
212
  	
   
 	
  
2
  	
  
 
  	
  
South View Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  213
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Kent, OH
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
214
  	
   
 	
  
1
  	
  
 
  	
  
Addison Place Bank Out   Parcel
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  215
  	
   
 	
  
2
  	
  
 
  	
  
South View (Broadway)
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
216
  	
   
 	
  
1
  	
  
 
  	
  
Tractor Supply - Glasgow,   KY
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
09/11/15
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  217
  	
   
 	
  
2
  	
  
 
  	
  
South View (Main)
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
218
  	
   
 	
  
2
  	
  
 
  	
  
York Pointe
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  219
  	
   
 	
  
1
  	
  
 
  	
  
U Stow N Go - Clearwater,   FL
  	
  
 
  	
  
0.11000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Artesia
  	
   
 	
  
N
  
	
  
220
  	
   
 	
  
2
  	
  
 
  	
  
Forest View Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  221
  	
   
 	
  
1
  	
  
 
  	
  
Park Glen Market Place
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Artesia
  	
   
 	
  
N
  
	
  
222
  	
   
 	
  
2
  	
  
 
  	
  
Highland Springs (Lincoln   Park)
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  223
  	
   
 	
  
1
  	
  
 
  	
  
Tractor Supply - Paducah,   KY
  	
  
 
  	
  
0.02000%
  	
   
 	
  
Y
  	
   
 	
  
08/11/15
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  
224
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Grandview, MO
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Wachovia
  	
   
 	
  
N
  
	
  225
  	
   
 	
  
2
  	
  
 
  	
  
Rio Grande
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
226
  	
   
 	
  
2
  	
  
 
  	
  
Santa Fe Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  227
  	
   
 	
  
2
  	
  
 
  	
  
Village Square
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
228
  	
   
 	
  
2
  	
  
 
  	
  
South View (Avalon)
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  229
  	
   
 	
  
2
  	
  
 
  	
  
Highland Meadows 43, 44
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  
	
  
230
  	
   
 	
  
2
  	
  
 
  	
  
Woodglen Apartments
  	
  
 
  	
  
0.02000%
  	
   
 	
  
N
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
Nomura
  	
   
 	
  
N
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Cross   Collateralized and Cross Defaulted Loan Flag
  	
   
 	
  
Defeasance   Loan (Y/N)
  	
   
 	
  
Early
   Defeasance
  	
   
 	
  
Secured by   LC
  	
   
 	
  
Interest   Accrual
   Method
  
	
  


  	
   
 	
  


  	
   
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
   
 	
  


  	
  
 
  	
  


  
	
  
1
  	
   
 	
  
1
  	
  
 
  	
  
85 Tenth Avenue
  	
  
 
  	
   
 	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Y
  	
   
 	
  
Actual/360
  
	
  2
  	
   
 	
  
1
  	
  
 
  	
  
NGP Rubicon GSA Pool (2)
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
2.01
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Burlington,   NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  2.02
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Sacramento,   CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
2.03
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Suffolk, VA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  2.04
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Washington,   DC
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
2.05
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Kansas City,   KS
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  2.06
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - San Diego, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
2.07
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Concord, MA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  2.08
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Philadelphia,   PA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
2.09
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Huntsville,   AL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  2.10
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Houston, TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
2.11
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Providence,   RI
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  2.12
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Aurora, CO
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
2.13
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Lakewood, CO
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  2.14
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Norfolk, VA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3
  	
   
 	
  
1
  	
  
 
  	
  
1000 & 1100 Wilson   (2)
  	
  
 
  	
   
 	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  4
  	
   
 	
  
1
  	
  
 
  	
  
Abbey Pool
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
Y
  	
   
 	
  
Actual/360
  
	
  
4.01
  	
   
 	
   
 	
  
 
  	
  
Transpark Office Complex
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.02
  	
   
 	
   
 	
  
 
  	
  
Colton Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.03
  	
   
 	
   
 	
  
 
  	
  
Sierra Gateway Business   Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.04
  	
   
 	
   
 	
  
 
  	
  
10th Street Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.05
  	
   
 	
   
 	
  
 
  	
  
Transpark Industrial   Complex
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.06
  	
   
 	
   
 	
  
 
  	
  
Palmdale Place Commerce   Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.07
  	
   
 	
   
 	
  
 
  	
  
Fresno Industrial Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.08
  	
   
 	
   
 	
  
 
  	
  
Nevada Street Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.09
  	
   
 	
   
 	
  
 
  	
  
Tozai Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.1
  	
   
 	
   
 	
  
 
  	
  
Upland Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.11
  	
   
 	
   
 	
  
 
  	
  
Rancho Carmel Commerce   Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.12
  	
   
 	
   
 	
  
 
  	
  
Braden Court
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.13
  	
   
 	
   
 	
  
 
  	
  
Airpark Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.14
  	
   
 	
   
 	
  
 
  	
  
30th Street Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.15
  	
   
 	
   
 	
  
 
  	
  
Atlantic Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.16
  	
   
 	
   
 	
  
 
  	
  
Diamond Bar Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.17
  	
   
 	
   
 	
  
 
  	
  
Goodrich Office Park
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.18
  	
   
 	
   
 	
  
 
  	
  
Garden Grove Town Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.19
  	
   
 	
   
 	
  
 
  	
  
Anaheim Stadium Industrial   Park
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.2
  	
   
 	
   
 	
  
 
  	
  
25th Street Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
5
  	
   
 	
  
1
  	
  
 
  	
  
Metropolitan Square
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  6
  	
   
 	
  
1
  	
  
 
  	
  
San Felipe Plaza
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
7
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space Teamsters Pool
  	
  
 
  	
   
 	
   
 	
  
YM   or D
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  7.01
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   River Edge, NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.02
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters - Los   Alamitos, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.03
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Secaucus, NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.04
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Reston, VA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.05
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Burtonsville, MD
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.06
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Santee, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.07
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Santa Rosa, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.08
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   North Lauderdale, FL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.09
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Farmington Hills, MI
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.1
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters - Egg   Harbor Township, NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.11
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Miramar, FL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.12
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Dallas, TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.13
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Fall River, MA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.14
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Richmond, VA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.15
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Fallbrook, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.16
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Phoenix, AZ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.17
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Salisbury, MA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.18
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Memphis (Winchester Road), TN
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.19
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Scotts Valley, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.2
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Waterford, MI
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.21
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Broomfield, CO
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.22
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Louisville, KY
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.23
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Saugerties, NY
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.24
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Memphis (Kirby Parkway), TN
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.25
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Acworth, GA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.26
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Albuquerque, NM
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.27
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Pasadena, TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.28
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Columbus, OH
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  8
  	
   
 	
  
1
  	
  
 
  	
  
180 Madison Avenue
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
9
  	
   
 	
  
1
  	
  
 
  	
  
2500 City West
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  10
  	
   
 	
  
1
  	
  
 
  	
  
Bryan Tower
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
11
  	
   
 	
  
1
  	
  
 
  	
  
6116 Executive Boulevard
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  12
  	
   
 	
  
1
  	
  
 
  	
  
Crossings at Corona - Phase   III
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
Y
  	
   
 	
  
Actual/360
  
	
  
13
  	
   
 	
  
1
  	
  
 
  	
  
Hilton Garden Inn -   Washington, DC
  	
  
 
  	
  	
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  14
  	
   
 	
  
1
  	
  
 
  	
  
1370 Broadway
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
15
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space VRS Pool
  	
  
 
  	
   
 	
   
 	
  
YM   or D
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  15.01
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Long   Island City, NY
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.02
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Wheaton,   MD
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.03
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Long   Beach, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.04
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS -   Germantown, MD
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.05
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Lodi, NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.06
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS -   Huntington Beach, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.07
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Davie, FL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.08
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS -   Beaverton, OR
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.09
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Lincoln   Park, MI
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.1
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - North   Attleborough, MA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.11
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Las   Vegas, NV
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.12
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Campbell,   CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.13
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Dallas,   TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.14
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Stone   Mountain, GA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.15
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Miami, FL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.16
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS -   Albuquerque, NM
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.17
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Baldwin   Park, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.18
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Flanders,   NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.19
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Clute, TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.2
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Memphis   (Gateway Drive), TN
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.21
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Joliet,   IL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.22
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Memphis   (Madison Avenue), TN
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  16
  	
   
 	
  
1
  	
  
 
  	
  
City Place Retail Center
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
17
  	
   
 	
  
1
  	
  
 
  	
  
110 North Wacker Drive
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  18
  	
   
 	
  
1
  	
  
 
  	
  
Park Place II
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
19
  	
   
 	
  
1
  	
  
 
  	
  
Phillips Lighting
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  20
  	
   
 	
  
1
  	
  
 
  	
  
The Hinman Pool
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
20.01
  	
   
 	
   
 	
  
 
  	
  
Abbott Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  20.02
  	
   
 	
   
 	
  
 
  	
  
Glenwood Hills Corporate   Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
20.03
  	
   
 	
   
 	
  
 
  	
  
Trestlebridge Office Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  20.04
  	
   
 	
   
 	
  
 
  	
  
Fifth Third Bank Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
20.05
  	
   
 	
   
 	
  
 
  	
  
77 Monroe Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  20.06
  	
   
 	
   
 	
  
 
  	
  
Bolingbrook Commons
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
20.07
  	
   
 	
   
 	
  
 
  	
  
Capital Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  21
  	
   
 	
  
1
  	
  
 
  	
  
Taurus Pool
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
21.01
  	
   
 	
   
 	
  
 
  	
  
Shelton Technology Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  21.02
  	
   
 	
   
 	
  
 
  	
  
IVAX Warehouse Facility
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
21.03
  	
   
 	
   
 	
  
 
  	
  
CEC Entertainment Facility
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  21.04
  	
   
 	
   
 	
  
 
  	
  
Comcast  Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
21.05
  	
   
 	
   
 	
  
 
  	
  
Nashua Village
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  21.06
  	
   
 	
   
 	
  
 
  	
  
Wal-Mart - West Point, MS
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
22
  	
   
 	
  
1
  	
  
 
  	
  
Embassy Suites & Casino   - San Juan, PR (4)
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  23
  	
   
 	
  
2
  	
  
 
  	
  
The Reserve Pool (5)
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
23.01
  	
   
 	
   
 	
  
 
  	
  
The Reserve at Greenwood   Apartments
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  23.02
  	
   
 	
   
 	
  
 
  	
  
The Reserve at Foxrun   Apartments (3)
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
23.03
  	
   
 	
   
 	
  
 
  	
  
The Reserve at Walnut Ridge   Apartments
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  24
  	
   
 	
  
2
  	
  
 
  	
  
Willow Cove Apartments
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
25
  	
   
 	
  
1
  	
  
 
  	
  
Cayman Bay Apartments
  	
  
 
  	
   
 	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  26
  	
   
 	
  
1
  	
  
 
  	
  
The Lexington Apartments
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
27
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Fairfield Pointe
  	
  
 
  	
  
Fath   Portfolio
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  28
  	
   
 	
  
1
  	
  
 
  	
  
San Palmilla Apartments
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
29
  	
   
 	
  
1
  	
  
 
  	
  
Centrum North
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
Y
  	
   
 	
  
Actual/360
  
	
  30
  	
   
 	
  
1
  	
  
 
  	
  
Marriott Courtyard -   Burbank, CA
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
31
  	
   
 	
  
1
  	
  
 
  	
  
Brook Arbor Apartments
  	
  
 
  	
   
 	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  32
  	
   
 	
  
1
  	
  
 
  	
  
One City Center
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
33
  	
   
 	
  
1
  	
  
 
  	
  
The Prescott Hotel &   Postrio Restaurant
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  34
  	
   
 	
  
1
  	
  
 
  	
  
Dadeland Centre I
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
35
  	
   
 	
  
1
  	
  
 
  	
  
FBI Office Building
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  36
  	
   
 	
  
1
  	
  
 
  	
  
Meridian Bank Tower
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
37
  	
   
 	
  
1
  	
  
 
  	
  
Palmetto Pointe Apartments
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  38
  	
   
 	
  
1
  	
  
 
  	
  
Rivercrest Apartments
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
39
  	
   
 	
  
1
  	
  
 
  	
  
Airport Boulevard Pool
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  39.01
  	
   
 	
   
 	
  
 
  	
  
Holiday Inn Express -   Morrisville, NC
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
39.02
  	
   
 	
   
 	
  
 
  	
  
Hampton Inn - Morrisville,   NC
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  39.03
  	
   
 	
   
 	
  
 
  	
  
Staybridge Inn -   Morrisville, NC
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
40
  	
   
 	
  
2
  	
  
 
  	
  
Palisades Apartments
  	
  
 
  	
   
 	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  41
  	
   
 	
  
1
  	
  
 
  	
  
Abbott Laboratories
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
42
  	
   
 	
  
2
  	
  
 
  	
  
Excalibur Apartments
  	
  
 
  	
   
 	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  43
  	
   
 	
  
1
  	
  
 
  	
  
Office Depot Building
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
44
  	
   
 	
  
1
  	
  
 
  	
  
Hilton - Longboat Key, FL (6)
  	
  
 
  	
   
 	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  45
  	
   
 	
  
1
  	
  
 
  	
  
Presidential Tower
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
46
  	
   
 	
  
2
  	
  
 
  	
  
Creekside at Northlake (3)
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  47
  	
   
 	
  
1
  	
  
 
  	
  
Wal-Mart Way Crossing
  	
  
 
  	
   
 	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
48
  	
   
 	
  
2
  	
  
 
  	
  
Briarwood North Apartments
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  49
  	
   
 	
  
1
  	
  
 
  	
  
BJ’s Wholesale Club
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
50
  	
   
 	
  
1
  	
  
 
  	
  
Border Patrol Facility
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  51
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Bethesda, MD
  	
  
 
  	
  
Extra   Space Portfolio #5
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
52
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Boulders
  	
  
 
  	
  
Fath   Portfolio
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  53
  	
   
 	
  
1
  	
  
 
  	
  
Valassis Communications   World Headquarters
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
54
  	
   
 	
  
1
  	
  
 
  	
  
Country Inn & Suites   (Bloomington)
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  55
  	
   
 	
  
1
  	
  
 
  	
  
Pleasant Hills MHP
  	
  
 
  	
  
GSP   Portfolio 3
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
56
  	
   
 	
  
1
  	
  
 
  	
  
Hawthorne- Circuit City
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  57
  	
   
 	
  
2
  	
  
 
  	
  
Madalyn Landing
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
58
  	
   
 	
  
1
  	
  
 
  	
  
Loganville Town Center
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  59
  	
   
 	
  
1
  	
  
 
  	
  
Lawrenceville Town Center (7)
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
60
  	
   
 	
  
1
  	
  
 
  	
  
San Pedro Towne Center (8)
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  61
  	
   
 	
  
1
  	
  
 
  	
  
Deer Run MHP
  	
  
 
  	
  
GSP   Portfolio 1
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
Y
  	
   
 	
  
Actual/360
  
	
  
62
  	
   
 	
  
1
  	
  
 
  	
  
Cedar Manor MHP
  	
  
 
  	
  
GSP   Portfolio 3
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  63
  	
   
 	
  
1
  	
  
 
  	
  
Lowe’s - Windham, ME (3)
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
64
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Oceanside, CA
  	
  
 
  	
  
Extra   Space Portfolio #5
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  65
  	
   
 	
  
1
  	
  
 
  	
  
Emerald Suites
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
Y
  	
   
 	
  
Actual/360
  
	
  
66
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Arnold, MD
  	
  
 
  	
  
Extra   Space Portfolio #5
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  67
  	
   
 	
  
1
  	
  
 
  	
  
Sonoma Valley Inn
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
68
  	
   
 	
  
1
  	
  
 
  	
  
The Orchards Apartments
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
Y
  	
   
 	
  
Actual/360
  
	
  69
  	
   
 	
  
2
  	
  
 
  	
  
Hilton Mobile Estates
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
70
  	
   
 	
  
1
  	
  
 
  	
  
1780 Fourth Street
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  71
  	
   
 	
  
1
  	
  
 
  	
  
Maywood Village
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
72
  	
   
 	
  
1
  	
  
 
  	
  
Tarzana Tower
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  73
  	
   
 	
  
1
  	
  
 
  	
  
Addison Place Retail Center
  	
  
 
  	
  
Addison   Place Portfolio
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
74
  	
   
 	
  
1
  	
  
 
  	
  
Atrium of Grand Valley
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  75
  	
   
 	
  
1
  	
  
 
  	
  
Germantown Plaza Shopping   Center
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
76
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Columbia, MD
  	
  
 
  	
  
Extra   Space Portfolio #5
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  77
  	
   
 	
  
1
  	
  
 
  	
  
Century Plaza
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
78
  	
   
 	
  
1
  	
  
 
  	
  
Grayson Village MHP
  	
  
 
  	
  
GSP   Portfolio 3
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  79
  	
   
 	
  
2
  	
  
 
  	
  
The Woodlands of Tyler   Apartment Homes
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
80
  	
   
 	
  
1
  	
  
 
  	
  
New Market Crossing   Shopping Center
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  81
  	
   
 	
  
1
  	
  
 
  	
  
1500 Building
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
82
  	
   
 	
  
2
  	
  
 
  	
  
Suncoast Place Apartments
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
Y
  	
   
 	
  
Actual/360
  
	
  83
  	
   
 	
  
1
  	
  
 
  	
  
Roundy’s Monroe
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
84
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Phoenix, AZ
  	
  
 
  	
  
Extra   Space Portfolio #5
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  85
  	
   
 	
  
1
  	
  
 
  	
  
Indian Creek MHP
  	
  
 
  	
  
GSP   Portfolio 3
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
86
  	
   
 	
  
1
  	
  
 
  	
  
Keystone Ridge Apartments
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  87
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Johnston, RI
  	
  
 
  	
  
Extra   Space Portfolio #5
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
88
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Princeton Court
  	
  
 
  	
  
Fath   Portfolio
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  89
  	
   
 	
  
1
  	
  
 
  	
  
Horizon Plaza
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
90
  	
   
 	
  
2
  	
  
 
  	
  
Heritage Gardens Apts
  	
  
 
  	
   
 	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  91
  	
   
 	
  
1
  	
  
 
  	
  
Brookhaven MHP
  	
  
 
  	
  
GSP   Portfolio 1
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
92
  	
   
 	
  
1
  	
  
 
  	
  
Las Colinas Village   Retirement Center
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  93
  	
   
 	
  
1
  	
  
 
  	
  
Barry Health Center
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
94
  	
   
 	
  
1
  	
  
 
  	
  
Mill Creek MHP
  	
  
 
  	
  
GSP   Portfolio 1
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  95
  	
   
 	
  
1
  	
  
 
  	
  
Holiday Inn Express &   Suites_Tampa, FL
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
96
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Falls Church,   VA
  	
  
 
  	
  
Extra   Space Portfolio #5
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  97
  	
   
 	
  
2
  	
  
 
  	
  
Stanford Oaks Apartments
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
98
  	
   
 	
  
1
  	
  
 
  	
  
Newhope
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  99
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Hemet, CA
  	
  
 
  	
  
Extra   Space Portfolio #5
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
100
  	
   
 	
  
1
  	
  
 
  	
  
Oak Park & Waters   Hanley Pool
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  100.01
  	
   
 	
   
 	
  
 
  	
  
Waters Hanley Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
100.02
  	
   
 	
   
 	
  
 
  	
  
Oak Park Shopping Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  101
  	
   
 	
  
1
  	
  
 
  	
  
Angler’s Green MHP
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
102
  	
   
 	
  
1
  	
  
 
  	
  
Spanish Mission Apartments
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  103
  	
   
 	
  
2
  	
  
 
  	
  
Lake Perris Village MHC
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
104
  	
   
 	
  
1
  	
  
 
  	
  
Newberry Farms MHP
  	
  
 
  	
  
GSP   Portfolio 2
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  105
  	
   
 	
  
2
  	
  
 
  	
  
Ocean Breeze
  	
  
 
  	
  
Multifamily   Portfolio A
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
106
  	
   
 	
  
1
  	
  
 
  	
  
Parkside Apartments
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  107
  	
   
 	
  
1
  	
  
 
  	
  
Meadowview MHP
  	
  
 
  	
  
GSP   Portfolio 1
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
108
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Salt Lake City,   UT
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  109
  	
   
 	
  
2
  	
  
 
  	
  
Sagecrest Apartments
  	
  
 
  	
   
 	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
110
  	
   
 	
  
2
  	
  
 
  	
  
Regency Apartments
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  111
  	
   
 	
  
1
  	
  
 
  	
  
Antioch Crossing Shopping   Center
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
112
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Sandy, UT
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  113
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Canyon Creek
  	
  
 
  	
  
Fath   Portfolio
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
114
  	
   
 	
  
1
  	
  
 
  	
  
Lynnhaven Square Shopping   Center
  	
  
 
  	
  	
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  115
  	
   
 	
  
2
  	
  
 
  	
  
Manor Pointe
  	
  
 
  	
  
Multifamily   Portfolio B
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
116
  	
   
 	
  
2
  	
  
 
  	
  
Silver Eagle MHP
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  117
  	
   
 	
  
1
  	
  
 
  	
  
Fairfield Inn & Suites   - Winston Salem, NC
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
118
  	
   
 	
  
2
  	
  
 
  	
  
Sun Terrace
  	
  
 
  	
  
Multifamily   Portfolio C
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  119
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Chicago   (South Wabash Avenue), IL
  	
  
 
  	
  
Extra   Space Portfolio #5
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
120
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Fort Myers,   FL
  	
  
 
  	
  
Extra   Space Portfolio #5
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  121
  	
   
 	
  
2
  	
  
 
  	
  
View Pointe
  	
  
 
  	
  
Multifamily   Portfolio B
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
122
  	
   
 	
  
1
  	
  
 
  	
  
Sierra Park Apartments
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  123
  	
   
 	
  
1
  	
  
 
  	
  
Willow View Office Building   (3)
  	
  
 
  	
  	
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
124
  	
   
 	
  
1
  	
  
 
  	
  
Holiday Inn Express -   Richmond, VA
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  125
  	
   
 	
  
1
  	
  
 
  	
  
City Center Retail
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
126
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Sacramento,   CA
  	
  
 
  	
  
Extra   Space Portfolio #5
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  127
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Waldorf, MD
  	
  
 
  	
  
Nasar   Portfolio
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
128
  	
   
 	
  
1
  	
  
 
  	
  
West Park Place Building   III
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  129
  	
   
 	
  
1
  	
  
 
  	
  
Smokey Point Plaza
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
130
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Towson, MD
  	
  
 
  	
  
Extra   Space Portfolio #5
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  131
  	
   
 	
  
2
  	
  
 
  	
  
Hunter’s Court
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
132
  	
   
 	
  
1
  	
  
 
  	
  
Jewel (Dixon)
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  133
  	
   
 	
  
1
  	
  
 
  	
  
Fairfield Inn & Suites   - Charlottesville, VA
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
134
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - West Palm   Beach, FL
  	
  
 
  	
  
Extra   Space Portfolio #5
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  135
  	
   
 	
  
1
  	
  
 
  	
  
Harrington Place
  	
  
 
  	
   
 	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Y
  	
   
 	
  
Actual/360
  
	
  
136
  	
   
 	
  
2
  	
  
 
  	
  
Summer View
  	
  
 
  	
  
Multifamily   Portfolio B
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  137
  	
   
 	
  
2
  	
  
 
  	
  
White Sands
  	
  
 
  	
  
Multifamily   Portfolio C
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
138
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Gateway
  	
  
 
  	
  
Fath   Portfolio
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  139
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Independence, MO
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
140
  	
   
 	
  
1
  	
  
 
  	
  
Vallecitos Commerce Center
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  141
  	
   
 	
  
1
  	
  
 
  	
  
Newberry Estates MHP
  	
  
 
  	
  
GSP   Portfolio 2
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
142
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Chicago, IL
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  143
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage -   Sarasota, FL (Honore)
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
144
  	
   
 	
  
1
  	
  
 
  	
  
Eckerd - Spartanburg, SC
  	
  
 
  	
  
Cole   Portfolio
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  145
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Watsonville,   CA
  	
  
 
  	
  
Extra   Space Portfolio #5
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
146
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Midvale, UT
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  147
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Fayetteville,   AR
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
148
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Chester, VA
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
Y
  	
   
 	
  
Actual/360
  
	
  149
  	
   
 	
  
1
  	
  
 
  	
  
331 South Rio Grande Street
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
150
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - New Bern, NC
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  151
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Chicago (West   Addison Street), IL
  	
  
 
  	
  
Extra   Space Portfolio #5
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
152
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Lago Vista, TX
  	
  
 
  	
  
Cole   Portfolio
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  153
  	
   
 	
  
1
  	
  
 
  	
  
Holiday Inn Express -   Durham, NC
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
154
  	
   
 	
  
1
  	
  
 
  	
  
Eckerd - Travelers Rest, SC
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  155
  	
   
 	
  
1
  	
  
 
  	
  
INS Building - South   Portland, ME
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
156
  	
   
 	
  
2
  	
  
 
  	
  
Port of Call MHP
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  157
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Louisville, KY
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
158
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Staten Island,   NY
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  159
  	
   
 	
  
2
  	
  
 
  	
  
Evergreen
  	
  
 
  	
  
Multifamily   Portfolio C
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
160
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Viewpoint
  	
  
 
  	
  
Fath   Portfolio
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  161
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Louisville,   KY
  	
  
 
  	
  
Extra   Space Portfolio #5
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
162
  	
   
 	
  
1
  	
  
 
  	
  
Tempe Towne Plaza
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  163
  	
   
 	
  
1
  	
  
 
  	
  
Hampton Inn - Cornelius, NC
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
164
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Chicago (West   Harrison Street), IL
  	
  
 
  	
  
Extra   Space Portfolio #5
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  165
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Columbus, OH
  	
  
 
  	
  
Extra   Space Portfolio #5
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
166
  	
   
 	
  
1
  	
  
 
  	
  
Northwood Manor MHP
  	
  
 
  	
  
GSP   Portfolio 1
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  167
  	
   
 	
  
2
  	
  
 
  	
  
Suncrest
  	
  
 
  	
  
Multifamily   Portfolio B
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
168
  	
   
 	
  
2
  	
  
 
  	
  
Wellington Place Apartments
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  169
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage -   Sarasota, FL (University Square)
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
170
  	
   
 	
  
2
  	
  
 
  	
  
Quebec House Apartments (9)
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
Y
  	
   
 	
  
Actual/360
  
	
  171
  	
   
 	
  
1
  	
  
 
  	
  
Eckerd - Hayes, VA
  	
  
 
  	
  
Cole   Portfolio
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
172
  	
   
 	
  
2
  	
  
 
  	
  
High Park Apartments
  	
  
 
  	
   
 	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  173
  	
   
 	
  
2
  	
  
 
  	
  
Villa De La Rosa
  	
  
 
  	
  
Multifamily   Portfolio C
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
174
  	
   
 	
  
1
  	
  
 
  	
  
Best Buy - Tupelo, MS
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  175
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Cordova, TN
  	
  
 
  	
  
Extra   Space Portfolio #5
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
176
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Woodbridge
  	
  
 
  	
  
Fath   Portfolio
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  177
  	
   
 	
  
1
  	
  
 
  	
  
Ashford Hills Apartments
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
178
  	
   
 	
  
1
  	
  
 
  	
  
975 Morris Park Avenue
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  179
  	
   
 	
  
2
  	
  
 
  	
  
The Meadows Apartments
  	
  
 
  	
  
Multifamily   Portfolio A
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
180
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Wilson, NC
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  181
  	
   
 	
  
2
  	
  
 
  	
  
Northridge Palm Apartments
  	
  
 
  	
  
Multifamily   Portfolio A
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
182
  	
   
 	
  
2
  	
  
 
  	
  
New Peachtree Apartments
  	
  
 
  	
   
 	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  183
  	
   
 	
  
1
  	
  
 
  	
  
Spring Meadows at Valley   Forge
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
184
  	
   
 	
  
2
  	
  
 
  	
  
Sunrise Apartments
  	
  
 
  	
  
Multifamily   Portfolio A
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  185
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage -   Holiday, FL
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
186
  	
   
 	
  
1
  	
  
 
  	
  
Citadel International
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  187
  	
   
 	
  
2
  	
  
 
  	
  
Parkglen Apartments
  	
  
 
  	
  
Multifamily   Portfolio A
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
188
  	
   
 	
  
2
  	
  
 
  	
  
Cedar Pointe
  	
  
 
  	
  
Multifamily   Portfolio B
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  189
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens-Pulaski
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
190
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Mount   Clemens, MI
  	
  
 
  	
  
Extra   Space Portfolio #5
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  191
  	
   
 	
  
2
  	
  
 
  	
  
Courtyard Apartments
  	
  
 
  	
  
Multifamily   Portfolio A
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
192
  	
   
 	
  
1
  	
  
 
  	
  
Madison Square
  	
  
 
  	
   
 	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  193
  	
   
 	
  
1
  	
  
 
  	
  
Kimball Crossing Shopping   Center
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
194
  	
   
 	
  
1
  	
  
 
  	
  
Office Depot - Oklahoma   City, OK
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  195
  	
   
 	
  
1
  	
  
 
  	
  
Alpine Self Storage -   Eagle, CO
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
196
  	
   
 	
  
1
  	
  
 
  	
  
Town Center
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  197
  	
   
 	
  
1
  	
  
 
  	
  
Stor-All - Duluth, GA
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
198
  	
   
 	
  
1
  	
  
 
  	
  
Advance Auto Parts -   Cincinnati, OH
  	
  
 
  	
  
Nasar   Portfolio
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  199
  	
   
 	
  
2
  	
  
 
  	
  
Casa Brae
  	
  
 
  	
  
Multifamily   Portfolio A
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
200
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage -   Venice, FL
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  201
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Whiteville, NC
  	
  
 
  	
  
Cole   Portfolio
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
202
  	
   
 	
  
2
  	
  
 
  	
  
Royal Palms
  	
  
 
  	
  
Multifamily   Portfolio C
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  203
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Cleveland, TX
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
204
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Grandville,   MI
  	
  
 
  	
  
Extra   Space Portfolio #5
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  205
  	
   
 	
  
2
  	
  
 
  	
  
Highland Meadows (Fayette)
  	
  
 
  	
  
Multifamily   Portfolio C
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
206
  	
   
 	
  
2
  	
  
 
  	
  
Sunridge Apartments
  	
  
 
  	
  
Multifamily   Portfolio C
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  207
  	
   
 	
  
1
  	
  
 
  	
  
Rite Aid - St. Marys, OH
  	
  
 
  	
  
Cole   Portfolio
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
208
  	
   
 	
  
2
  	
  
 
  	
  
Highland Meadows (Meridian)
  	
  
 
  	
  
Multifamily   Portfolio B
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  209
  	
   
 	
  
1
  	
  
 
  	
  
Tractor Supply - Woodstock,   VA
  	
  
 
  	
  
Cole   Portfolio
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
210
  	
   
 	
  
2
  	
  
 
  	
  
China Gate
  	
  
 
  	
  
Multifamily   Portfolio A
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  211
  	
   
 	
  
2
  	
  
 
  	
  
Highland Spring (Vallejo)
  	
  
 
  	
  
Multifamily   Portfolio B
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
212
  	
   
 	
  
2
  	
  
 
  	
  
South View Apartments
  	
  
 
  	
  
Multifamily   Portfolio B
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  213
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Kent, OH
  	
  
 
  	
  
Extra   Space Portfolio #5
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
214
  	
   
 	
  
1
  	
  
 
  	
  
Addison Place Bank Out   Parcel
  	
  
 
  	
  
Addison   Place Portfolio
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  215
  	
   
 	
  
2
  	
  
 
  	
  
South View (Broadway)
  	
  
 
  	
  
Multifamily   Portfolio C
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
216
  	
   
 	
  
1
  	
  
 
  	
  
Tractor Supply - Glasgow,   KY
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  217
  	
   
 	
  
2
  	
  
 
  	
  
South View (Main)
  	
  
 
  	
  
Multifamily   Portfolio C
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
218
  	
   
 	
  
2
  	
  
 
  	
  
York Pointe
  	
  
 
  	
  
Multifamily   Portfolio B
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  219
  	
   
 	
  
1
  	
  
 
  	
  
U Stow N Go - Clearwater,   FL
  	
  
 
  	
  	
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
220
  	
   
 	
  
2
  	
  
 
  	
  
Forest View Apartments
  	
  
 
  	
  
Multifamily   Portfolio B
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  221
  	
   
 	
  
1
  	
  
 
  	
  
Park Glen Market Place
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
222
  	
   
 	
  
2
  	
  
 
  	
  
Highland Springs (Lincoln   Park)
  	
  
 
  	
  
Multifamily   Portfolio C
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  223
  	
   
 	
  
1
  	
  
 
  	
  
Tractor Supply - Paducah,   KY
  	
  
 
  	
   
 	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
224
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Grandview, MO
  	
  
 
  	
  
Extra   Space Portfolio #5
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  225
  	
   
 	
  
2
  	
  
 
  	
  
Rio Grande
  	
  
 
  	
  
Multifamily   Portfolio A
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
226
  	
   
 	
  
2
  	
  
 
  	
  
Santa Fe Apartments
  	
  
 
  	
  
Multifamily   Portfolio A
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  227
  	
   
 	
  
2
  	
  
 
  	
  
Village Square
  	
  
 
  	
  
Multifamily   Portfolio B
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
228
  	
   
 	
  
2
  	
  
 
  	
  
South View (Avalon)
  	
  
 
  	
  
Multifamily   Portfolio C
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  229
  	
   
 	
  
2
  	
  
 
  	
  
Highland Meadows 43, 44
  	
  
 
  	
  
Multifamily   Portfolio B
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  
	
  
230
  	
   
 	
  
2
  	
  
 
  	
  
Woodglen Apartments
  	
  
 
  	
  
Multifamily   Portfolio A
  	
   
 	
  
Y
  	
   
 	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  





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


  	
   
 	
  


  	
   
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
   
 	
  


  	
  
 
  	
  


  
	
  
1
  	
   
 	
  
1
  	
  
 
  	
  
85 Tenth Avenue
  	
  
 
  	
  
Day   1
  	
   
 	
  
95,021
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
(1)
  
	
  2
  	
   
 	
  
1
  	
  
 
  	
  
NGP Rubicon GSA Pool (2)
  	
  
 
  	
  
Day   1
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
(1)
  
	
  
2.01
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Burlington,   NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  2.02
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Sacramento,   CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
2.03
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Suffolk, VA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  2.04
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Washington,   DC
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
2.05
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Kansas City,   KS
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  2.06
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - San Diego, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
2.07
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Concord, MA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  2.08
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Philadelphia,   PA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
2.09
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Huntsville,   AL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  2.10
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Houston, TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
2.11
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Providence,   RI
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  2.12
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Aurora, CO
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
2.13
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Lakewood, CO
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  2.14
  	
   
 	
   
 	
  
 
  	
  
Rubicon NGP - Norfolk, VA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3
  	
   
 	
  
1
  	
  
 
  	
  
1000 & 1100 Wilson   (2)
  	
  
 
  	
  
Day   1
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4
  	
   
 	
  
1
  	
  
 
  	
  
Abbey Pool
  	
  
 
  	
  
Day   1
  	
   
 	
   
 	
   
 	
  
778,838
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.01
  	
   
 	
   
 	
  
 
  	
  
Transpark Office Complex
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.02
  	
   
 	
   
 	
  
 
  	
  
Colton Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.03
  	
   
 	
   
 	
  
 
  	
  
Sierra Gateway Business   Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.04
  	
   
 	
   
 	
  
 
  	
  
10th Street Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.05
  	
   
 	
   
 	
  
 
  	
  
Transpark Industrial Complex
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.06
  	
   
 	
   
 	
  
 
  	
  
Palmdale Place Commerce   Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.07
  	
   
 	
   
 	
  
 
  	
  
Fresno Industrial Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.08
  	
   
 	
   
 	
  
 
  	
  
Nevada Street Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.09
  	
   
 	
   
 	
  
 
  	
  
Tozai Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.1
  	
   
 	
   
 	
  
 
  	
  
Upland Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.11
  	
   
 	
   
 	
  
 
  	
  
Rancho Carmel Commerce   Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.12
  	
   
 	
   
 	
  
 
  	
  
Braden Court
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.13
  	
   
 	
   
 	
  
 
  	
  
Airpark Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.14
  	
   
 	
   
 	
  
 
  	
  
30th Street Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.15
  	
   
 	
   
 	
  
 
  	
  
Atlantic Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.16
  	
   
 	
   
 	
  
 
  	
  
Diamond Bar Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.17
  	
   
 	
   
 	
  
 
  	
  
Goodrich Office Park
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.18
  	
   
 	
   
 	
  
 
  	
  
Garden Grove Town Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.19
  	
   
 	
   
 	
  
 
  	
  
Anaheim Stadium Industrial   Park
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.2
  	
   
 	
   
 	
  
 
  	
  
25th Street Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
5
  	
   
 	
  
1
  	
  
 
  	
  
Metropolitan Square
  	
  
 
  	
  
Day   1
  	
   
 	
  
221,563
  	
   
 	
   
 	
   
 	
  
5,000,000
  	
   
 	
  
(1)
  
	
  6
  	
   
 	
  
1
  	
  
 
  	
  
San Felipe Plaza
  	
  
 
  	
  
Day   1
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
1,892,272
  	
   
 	
   
 	
   
 	
   
 
	
  
7
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space Teamsters Pool
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
  
2,409,434
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.01
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   River Edge, NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.02
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters - Los   Alamitos, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.03
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Secaucus, NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.04
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Reston, VA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.05
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Burtonsville, MD
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.06
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Santee, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.07
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Santa Rosa, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.08
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   North Lauderdale, FL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.09
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Farmington Hills, MI
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.1
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters - Egg   Harbor Township, NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.11
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Miramar, FL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.12
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Dallas, TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.13
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Fall River, MA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.14
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Richmond, VA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.15
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Fallbrook, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.16
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Phoenix, AZ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.17
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Salisbury, MA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.18
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Memphis (Winchester Road), TN
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.19
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Scotts Valley, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.2
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Waterford, MI
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.21
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Broomfield, CO
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.22
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Louisville, KY
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.23
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Saugerties, NY
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.24
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Memphis (Kirby Parkway), TN
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.25
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Acworth, GA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.26
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Albuquerque, NM
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7.27
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Pasadena, TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7.28
  	
   
 	
   
 	
  
 
  	
  
Extra Space Teamsters -   Columbus, OH
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  8
  	
   
 	
  
1
  	
  
 
  	
  
180 Madison Avenue
  	
  
 
  	
  
Day   1
  	
   
 	
  
50,501
  	
   
 	
  
76,875
  	
   
 	
  
1,267,500
  	
   
 	
  
(1)
  
	
  
9
  	
   
 	
  
1
  	
  
 
  	
  
2500 City West
  	
  
 
  	
  
Day   1
  	
   
 	
   
 	
   
 	
  
125,000
  	
   
 	
  
773,965
  	
   
 	
   
 	
   
 	
   
 
	
  10
  	
   
 	
  
1
  	
  
 
  	
  
Bryan Tower
  	
  
 
  	
   
 	
   
 	
  
112,228
  	
   
 	
   
 	
   
 	
  
50,000
  	
   
 	
  
(1)
  
	
  
11
  	
   
 	
  
1
  	
  
 
  	
  
6116 Executive Boulevard
  	
  
 
  	
  
Day   1
  	
   
 	
  
31,058
  	
   
 	
  
5,250
  	
   
 	
  
1,000,000
  	
   
 	
  
(1)
  
	
  12
  	
   
 	
  
1
  	
  
 
  	
  
Crossings at Corona - Phase   III
  	
  
 
  	
  
Day   1
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
13
  	
   
 	
  
1
  	
  
 
  	
  
Hilton Garden Inn -   Washington, DC
  	
  
 
  	
  
Springing
  	
   
 	
  
4%   of Prior Calendar Month’s Gross Revenues Annualized
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  14
  	
   
 	
  
1
  	
  
 
  	
  
1370 Broadway
  	
  
 
  	
  
Day   1
  	
   
 	
  
37,578
  	
   
 	
  
100,250
  	
   
 	
   
 	
   
 	
  
(1)
  
	
  
15
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space VRS Pool
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
  
880,040
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.01
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Long   Island City, NY
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.02
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Wheaton,   MD
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.03
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Long   Beach, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.04
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS -   Germantown, MD
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.05
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Lodi, NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.06
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS -   Huntington Beach, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.07
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Davie, FL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.08
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS -   Beaverton, OR
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.09
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Lincoln   Park, MI
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.1
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - North   Attleborough, MA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.11
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Las   Vegas, NV
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.12
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Campbell,   CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.13
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Dallas,   TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.14
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Stone   Mountain, GA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.15
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Miami, FL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.16
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS -   Albuquerque, NM
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.17
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Baldwin   Park, CA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.18
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Flanders,   NJ
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.19
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Clute, TX
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.2
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Memphis   (Gateway Drive), TN
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  15.21
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Joliet,   IL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
15.22
  	
   
 	
   
 	
  
 
  	
  
Extra Space VRS - Memphis   (Madison Avenue), TN
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  16
  	
   
 	
  
1
  	
  
 
  	
  
City Place Retail Center
  	
  
 
  	
   
 	
   
 	
  
22,222
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
17
  	
   
 	
  
1
  	
  
 
  	
  
110 North Wacker Drive
  	
  
 
  	
  
Springing
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  18
  	
   
 	
  
1
  	
  
 
  	
  
Park Place II
  	
  
 
  	
  
Day   1
  	
   
 	
  
14,085
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19
  	
   
 	
  
1
  	
  
 
  	
  
Phillips Lighting
  	
  
 
  	
  
Day   1
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  20
  	
   
 	
  
1
  	
  
 
  	
  
The Hinman Pool
  	
  
 
  	
   
 	
   
 	
  
100,022
  	
   
 	
  
1,403,063
  	
   
 	
  
1,200,000
  	
   
 	
  
(1)
  
	
  
20.01
  	
   
 	
   
 	
  
 
  	
  
Abbott Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  20.02
  	
   
 	
   
 	
  
 
  	
  
Glenwood Hills Corporate   Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
20.03
  	
   
 	
   
 	
  
 
  	
  
Trestlebridge Office Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  20.04
  	
   
 	
   
 	
  
 
  	
  
Fifth Third Bank Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
20.05
  	
   
 	
   
 	
  
 
  	
  
77 Monroe Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  20.06
  	
   
 	
   
 	
  
 
  	
  
Bolingbrook Commons
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
20.07
  	
   
 	
   
 	
  
 
  	
  
Capital Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  21
  	
   
 	
  
1
  	
  
 
  	
  
Taurus Pool
  	
  
 
  	
  
Various
  	
   
 	
  
57,957
  	
   
 	
  
49,981
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
21.01
  	
   
 	
   
 	
  
 
  	
  
Shelton Technology Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  21.02
  	
   
 	
   
 	
  
 
  	
  
IVAX Warehouse Facility
  	
  
 
  	
  
Springing
  	
   
 	
   
 	
   
 	
  
14,750
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
21.03
  	
   
 	
   
 	
  
 
  	
  
CEC Entertainment Facility
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  21.04
  	
   
 	
   
 	
  
 
  	
  
Comcast  Building
  	
  
 
  	
  
Springing
  	
   
 	
   
 	
   
 	
  
35,231
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
21.05
  	
   
 	
   
 	
  
 
  	
  
Nashua Village
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  21.06
  	
   
 	
   
 	
  
 
  	
  
Wal-Mart - West Point, MS
  	
  
 
  	
  
Springing
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
22
  	
   
 	
  
1
  	
  
 
  	
  
Embassy Suites & Casino   - San Juan, PR (4)
  	
  
 
  	
  
Day   1
  	
   
 	
  
4%   of Total Revenue
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  23
  	
   
 	
  
2
  	
  
 
  	
  
The Reserve Pool (5)
  	
  
 
  	
   
 	
   
 	
  
237,343
  	
   
 	
  
78,460
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
23.01
  	
   
 	
   
 	
  
 
  	
  
The Reserve at Greenwood   Apartments
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  23.02
  	
   
 	
   
 	
  
 
  	
  
The Reserve at Foxrun   Apartments (3)
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
23.03
  	
   
 	
   
 	
  
 
  	
  
The Reserve at Walnut Ridge   Apartments
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  24
  	
   
 	
  
2
  	
  
 
  	
  
Willow Cove Apartments
  	
  
 
  	
   
 	
   
 	
  
152,880
  	
   
 	
  
138,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
25
  	
   
 	
  
1
  	
  
 
  	
  
Cayman Bay Apartments
  	
  
 
  	
   
 	
   
 	
  
120,000
  	
   
 	
  
5,625
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  26
  	
   
 	
  
1
  	
  
 
  	
  
The Lexington Apartments
  	
  
 
  	
  
Day   1
  	
   
 	
   
 	
   
 	
  
169,380
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
27
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Fairfield Pointe
  	
  
 
  	
  
Day   1
  	
   
 	
  
165,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  28
  	
   
 	
  
1
  	
  
 
  	
  
San Palmilla Apartments
  	
  
 
  	
   
 	
   
 	
  
76,632
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
29
  	
   
 	
  
1
  	
  
 
  	
  
Centrum North
  	
  
 
  	
   
 	
   
 	
  
26,497
  	
   
 	
  
12,563
  	
   
 	
   
 	
   
 	
  
(1)
  
	
  30
  	
   
 	
  
1
  	
  
 
  	
  
Marriott Courtyard -   Burbank, CA
  	
  
 
  	
  
4%   of Prior Calendar Month’s Gross Revenues Annualized
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
31
  	
   
 	
  
1
  	
  
 
  	
  
Brook Arbor Apartments
  	
  
 
  	
   
 	
   
 	
  
60,400
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  32
  	
   
 	
  
1
  	
  
 
  	
  
One City Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
  
56,250
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
33
  	
   
 	
  
1
  	
  
 
  	
  
The Prescott Hotel &   Postrio Restaurant
  	
  
 
  	
  	
 	
  
360,000
  	
   
 	
  
74,375
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  34
  	
   
 	
  
1
  	
  
 
  	
  
Dadeland Centre I
  	
  
 
  	
   
 	
   
 	
  
19,560
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
(1)
  
	
  
35
  	
   
 	
  
1
  	
  
 
  	
  
FBI Office Building
  	
  
 
  	
  
Day   1
  	
   
 	
  
8,969
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  36
  	
   
 	
  
1
  	
  
 
  	
  
Meridian Bank Tower
  	
  
 
  	
  
Day   1
  	
   
 	
  
42,086
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
(1)
  
	
  
37
  	
   
 	
  
1
  	
  
 
  	
  
Palmetto Pointe Apartments
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  38
  	
   
 	
  
1
  	
  
 
  	
  
Rivercrest Apartments
  	
  
 
  	
   
 	
   
 	
  
57,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
39
  	
   
 	
  
1
  	
  
 
  	
  
Airport Boulevard Pool
  	
  
 
  	
   
 	
   
 	
  
320,597
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  39.01
  	
   
 	
   
 	
  
 
  	
  
Holiday Inn Express -   Morrisville, NC
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
39.02
  	
   
 	
   
 	
  
 
  	
  
Hampton Inn - Morrisville,   NC
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  39.03
  	
   
 	
   
 	
  
 
  	
  
Staybridge Inn -   Morrisville, NC
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
40
  	
   
 	
  
2
  	
  
 
  	
  
Palisades Apartments
  	
  
 
  	
   
 	
   
 	
  
68,500
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  41
  	
   
 	
  
1
  	
  
 
  	
  
Abbott Laboratories
  	
  
 
  	
  
Day   1
  	
   
 	
  
13,134
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
42
  	
   
 	
  
2
  	
  
 
  	
  
Excalibur Apartments
  	
  
 
  	
   
 	
   
 	
  
42,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  43
  	
   
 	
  
1
  	
  
 
  	
  
Office Depot Building
  	
  
 
  	
  
Springing
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
44
  	
   
 	
  
1
  	
  
 
  	
  
Hilton - Longboat Key, FL (6)
  	
  
 
  	
   
 	
   
 	
  
256,041
  	
   
 	
  
60,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  45
  	
   
 	
  
1
  	
  
 
  	
  
Presidential Tower
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
46
  	
   
 	
  
2
  	
  
 
  	
  
Creekside at Northlake (3)
  	
  
 
  	
   
 	
   
 	
  
45,600
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  47
  	
   
 	
  
1
  	
  
 
  	
  
Wal-Mart Way Crossing
  	
  
 
  	
  
Day   1
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
48
  	
   
 	
  
2
  	
  
 
  	
  
Briarwood North Apartments
  	
  
 
  	
   
 	
   
 	
  
80,500
  	
   
 	
  
400,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  49
  	
   
 	
  
1
  	
  
 
  	
  
BJ’s Wholesale Club
  	
  
 
  	
  
Day   1
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
50
  	
   
 	
  
1
  	
  
 
  	
  
Border Patrol Facility
  	
  
 
  	
  
Day   1
  	
   
 	
  
7,720
  	
   
 	
  
3,750
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  51
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Bethesda, MD
  	
  
 
  	
  
Springing
  	
   
 	
  
46,068
  	
   
 	
  
24,825
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
52
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Boulders
  	
  
 
  	
  
Day   1
  	
   
 	
  
87,000
  	
   
 	
  
11,250
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  53
  	
   
 	
  
1
  	
  
 
  	
  
Valassis Communications   World Headquarters
  	
  
 
  	
  
Springing
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
54
  	
   
 	
  
1
  	
  
 
  	
  
Country Inn & Suites   (Bloomington)
  	
  
 
  	
  
Day   1
  	
   
 	
  
115,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  55
  	
   
 	
  
1
  	
  
 
  	
  
Pleasant Hills MHP
  	
  
 
  	
   
 	
   
 	
  
8,850
  	
   
 	
  
26,375
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
56
  	
   
 	
  
1
  	
  
 
  	
  
Hawthorne- Circuit City
  	
  
 
  	
  
Springing
  	
   
 	
  
5,079
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
(1)
  
	
  57
  	
   
 	
  
2
  	
  
 
  	
  
Madalyn Landing
  	
  
 
  	
  
Day   1
  	
   
 	
  
76,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
58
  	
   
 	
  
1
  	
  
 
  	
  
Loganville Town Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  59
  	
   
 	
  
1
  	
  
 
  	
  
Lawrenceville Town Center (7)
  	
  
 
  	
  
Springing
  	
   
 	
  
33,660
  	
   
 	
  
23,438
  	
   
 	
  
300,000
  	
   
 	
   
 	
   
 	
   
 
	
  
60
  	
   
 	
  
1
  	
  
 
  	
  
San Pedro Towne Center (8)
  	
  
 
  	
   
 	
   
 	
  
15,144
  	
   
 	
   
 	
   
 	
  
644,962
  	
   
 	
  
(1)
  
	
  61
  	
   
 	
  
1
  	
  
 
  	
  
Deer Run MHP
  	
  
 
  	
   
 	
   
 	
  
6,249
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
62
  	
   
 	
  
1
  	
  
 
  	
  
Cedar Manor MHP
  	
  
 
  	
   
 	
   
 	
  
7,875
  	
   
 	
  
29,188
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  63
  	
   
 	
  
1
  	
  
 
  	
  
Lowe’s - Windham, ME (3)
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
64
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Oceanside, CA
  	
  
 
  	
  
Springing
  	
   
 	
  
20,580
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  65
  	
   
 	
  
1
  	
  
 
  	
  
Emerald Suites
  	
  
 
  	
  
Day   1
  	
   
 	
  
57,600
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
66
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Arnold, MD
  	
  
 
  	
  
Springing
  	
   
 	
  
20,628
  	
   
 	
  
8,250
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  67
  	
   
 	
  
1
  	
  
 
  	
  
Sonoma Valley Inn
  	
  
 
  	
  
Day   1
  	
   
 	
  
90,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
68
  	
   
 	
  
1
  	
  
 
  	
  
The Orchards Apartments
  	
  
 
  	
   
 	
   
 	
  
21,600
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  69
  	
   
 	
  
2
  	
  
 
  	
  
Hilton Mobile Estates
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
  
11,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
70
  	
   
 	
  
1
  	
  
 
  	
  
1780 Fourth Street
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
  
10,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  71
  	
   
 	
  
1
  	
  
 
  	
  
Maywood Village
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
100,000
  	
   
 	
  
(1)
  
	
  
72
  	
   
 	
  
1
  	
  
 
  	
  
Tarzana Tower
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  73
  	
   
 	
  
1
  	
  
 
  	
  
Addison Place Retail Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
74
  	
   
 	
  
1
  	
  
 
  	
  
Atrium of Grand Valley
  	
  
 
  	
   
 	
   
 	
  
36,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  75
  	
   
 	
  
1
  	
  
 
  	
  
Germantown Plaza Shopping   Center
  	
  
 
  	
  	
   
 	
  
4,864
  	
   
 	
   
 	
   
 	
  
  
  	
   
 	
   
 	
   (1)
 	
   
 
	
  
76
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Columbia, MD
  	
  
 
  	
  
Springing
  	
   
 	
  
27,528
  	
   
 	
  
48,066
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  77
  	
   
 	
  
1
  	
  
 
  	
  
Century Plaza
  	
  
 
  	
   
 	
   
 	
  
2,340
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
78
  	
   
 	
  
1
  	
  
 
  	
  
Grayson Village MHP
  	
  
 
  	
   
 	
   
 	
  
3,900
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  79
  	
   
 	
  
2
  	
  
 
  	
  
The Woodlands of Tyler   Apartment Homes
  	
  
 
  	
  	
 	
  
63,996
  	
   
 	
  
41,125
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
80
  	
   
 	
  
1
  	
  
 
  	
  
New Market Crossing   Shopping Center
  	
  
 
  	
  	
 	
  
11,080
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  81
  	
   
 	
  
1
  	
  
 
  	
  
1500 Building
  	
  
 
  	
  
Springing
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
82
  	
   
 	
  
2
  	
  
 
  	
  
Suncoast Place Apartments
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  83
  	
   
 	
  
1
  	
  
 
  	
  
Roundy’s Monroe
  	
  
 
  	
   
 	
   
 	
  
7,165
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
(1)
  
	
  
84
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Phoenix, AZ
  	
  
 
  	
  
Springing
  	
   
 	
  
37,992
  	
   
 	
  
17,500
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  85
  	
   
 	
  
1
  	
  
 
  	
  
Indian Creek MHP
  	
  
 
  	
   
 	
   
 	
  
4,851
  	
   
 	
  
9,188
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
86
  	
   
 	
  
1
  	
  
 
  	
  
Keystone Ridge Apartments
  	
  
 
  	
   
 	
   
 	
  
23,010
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  87
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Johnston, RI
  	
  
 
  	
  
Springing
  	
   
 	
  
11,748
  	
   
 	
  
17,500
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
88
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Princeton Court
  	
  
 
  	
  
Day   1
  	
   
 	
  
65,000
  	
   
 	
  
43,750
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  89
  	
   
 	
  
1
  	
  
 
  	
  
Horizon Plaza
  	
  
 
  	
   
 	
   
 	
  
11,014
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
(1)
  
	
  
90
  	
   
 	
  
2
  	
  
 
  	
  
Heritage Gardens Apts
  	
  
 
  	
   
 	
   
 	
  
27,000
  	
   
 	
  
107,875
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  91
  	
   
 	
  
1
  	
  
 
  	
  
Brookhaven MHP
  	
  
 
  	
   
 	
   
 	
  
4,275
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
92
  	
   
 	
  
1
  	
  
 
  	
  
Las Colinas Village   Retirement Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  93
  	
   
 	
  
1
  	
  
 
  	
  
Barry Health Center
  	
  
 
  	
   
 	
   
 	
  
2,722
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
(1)
  
	
  
94
  	
   
 	
  
1
  	
  
 
  	
  
Mill Creek MHP
  	
  
 
  	
   
 	
   
 	
  
4,326
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  95
  	
   
 	
  
1
  	
  
 
  	
  
Holiday Inn Express &   Suites_Tampa, FL
  	
  
 
  	
  
Day   1
  	
   
 	
  
99,101
  	
   
 	
  
5,856
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
96
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Falls Church,   VA
  	
  
 
  	
  
Springing
  	
   
 	
  
7,908
  	
   
 	
  
32,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  97
  	
   
 	
  
2
  	
  
 
  	
  
Stanford Oaks Apartments
  	
  
 
  	
   
 	
   
 	
  
60,600
  	
   
 	
  
150,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
98
  	
   
 	
  
1
  	
  
 
  	
  
Newhope
  	
  
 
  	
   
 	
   
 	
  
8,400
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
(1)
  
	
  99
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Hemet, CA
  	
  
 
  	
  
Springing
  	
   
 	
  
11,796
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
100
  	
   
 	
  
1
  	
  
 
  	
  
Oak Park & Waters   Hanley Pool
  	
  
 
  	
  	
 	
  
15,315
  	
   
 	
  
82,500
  	
   
 	
  
100,000
  	
   
 	
   
 	
  
(1)
  	
   
 
	
  100.01
  	
   
 	
   
 	
  
 
  	
  
Waters Hanley Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
100.02
  	
   
 	
   
 	
  
 
  	
  
Oak Park Shopping Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  101
  	
   
 	
  
1
  	
  
 
  	
  
Angler’s Green MHP
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
102
  	
   
 	
  
1
  	
  
 
  	
  
Spanish Mission Apartments
  	
  
 
  	
   
 	
   
 	
  
37,500
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  103
  	
   
 	
  
2
  	
  
 
  	
  
Lake Perris Village MHC
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
  
10,313
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
104
  	
   
 	
  
1
  	
  
 
  	
  
Newberry Farms MHP
  	
  
 
  	
   
 	
   
 	
  
4,350
  	
   
 	
  
16,875
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  105
  	
   
 	
  
2
  	
  
 
  	
  
Ocean Breeze
  	
  
 
  	
   
 	
   
 	
  
17,500
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
106
  	
   
 	
  
1
  	
  
 
  	
  
Parkside Apartments
  	
  
 
  	
   
 	
   
 	
  
25,000
  	
   
 	
  
1,563
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  107
  	
   
 	
  
1
  	
  
 
  	
  
Meadowview MHP
  	
  
 
  	
   
 	
   
 	
  
3,474
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
108
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Salt Lake City,   UT
  	
  
 
  	
  
Springing
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  109
  	
   
 	
  
2
  	
  
 
  	
  
Sagecrest Apartments
  	
  
 
  	
   
 	
   
 	
  
51,500
  	
   
 	
  
274,750
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
110
  	
   
 	
  
2
  	
  
 
  	
  
Regency Apartments
  	
  
 
  	
   
 	
   
 	
  
17,250
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  111
  	
   
 	
  
1
  	
  
 
  	
  
Antioch Crossing Shopping   Center
  	
  
 
  	
  	
   
 	
   2,184
 	
   
 	
   
 	
   
 	
  
  
  	
   
 	
   
 	
   (1)
 	
   
 
	
  
112
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Sandy, UT
  	
  
 
  	
  
Springing
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  113
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Canyon Creek
  	
  
 
  	
  
Day   1
  	
   
 	
  
61,000
  	
   
 	
  
6,250
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
114
  	
   
 	
  
1
  	
  
 
  	
  
Lynnhaven Square Shopping   Center
  	
  
 
  	
  
Day   1
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  115
  	
   
 	
  
2
  	
  
 
  	
  
Manor Pointe
  	
  
 
  	
   
 	
   
 	
  
14,500
  	
   
 	
  
19,781
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
116
  	
   
 	
  
2
  	
  
 
  	
  
Silver Eagle MHP
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  117
  	
   
 	
  
1
  	
  
 
  	
  
Fairfield Inn & Suites   - Winston Salem, NC
  	
  
 
  	
  	
   
 	
  
100,916
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
118
  	
   
 	
  
2
  	
  
 
  	
  
Sun Terrace
  	
  
 
  	
   
 	
   
 	
  
15,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  119
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Chicago   (South Wabash Avenue), IL
  	
  
 
  	
  
Springing
  	
   
 	
  
25,068
  	
   
 	
  
3,125
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
120
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Fort Myers,   FL
  	
  
 
  	
  
Springing
  	
   
 	
  
11,160
  	
   
 	
  
9,375
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  121
  	
   
 	
  
2
  	
  
 
  	
  
View Pointe
  	
  
 
  	
   
 	
   
 	
  
11,500
  	
   
 	
  
625
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
122
  	
   
 	
  
1
  	
  
 
  	
  
Sierra Park Apartments
  	
  
 
  	
   
 	
   
 	
  
27,500
  	
   
 	
  
237,500
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  123
  	
   
 	
  
1
  	
  
 
  	
  
Willow View Office Building   (3)
  	
  
 
  	
  	
   
 	
  
4,084
  	
   
 	
   
 	
   
 	
  	
   
 	
   
 	
  
(1) 
  	
   
 
	
  
124
  	
   
 	
  
1
  	
  
 
  	
  
Holiday Inn Express -   Richmond, VA
  	
  
 
  	
  	
   
 	
  
102,666
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  125
  	
   
 	
  
1
  	
  
 
  	
  
City Center Retail
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
126
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Sacramento,   CA
  	
  
 
  	
  
Springing
  	
   
 	
  
20,580
  	
   
 	
  
87,688
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  127
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Waldorf, MD
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
128
  	
   
 	
  
1
  	
  
 
  	
  
West Park Place Building   III
  	
  
 
  	
   
 	
   
 	
  
2,035
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
(1)
  
	
  129
  	
   
 	
  
1
  	
  
 
  	
  
Smokey Point Plaza
  	
  
 
  	
   
 	
   
 	
  
3,612
  	
   
 	
   
 	
   
 	
  
60,500
  	
   
 	
  
(1)
  
	
  
130
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Towson, MD
  	
  
 
  	
  
Springing
  	
   
 	
  
12,744
  	
   
 	
  
750
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  131
  	
   
 	
  
2
  	
  
 
  	
  
Hunter’s Court
  	
  
 
  	
   
 	
   
 	
  
46,000
  	
   
 	
  
5,625
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
132
  	
   
 	
  
1
  	
  
 
  	
  
Jewel (Dixon)
  	
  
 
  	
  
Day   1
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  133
  	
   
 	
  
1
  	
  
 
  	
  
Fairfield Inn & Suites   - Charlottesville, VA
  	
  
 
  	
  	
   
 	
   78,551
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
134
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - West Palm   Beach, FL
  	
  
 
  	
  
Springing
  	
   
 	
  
42,480
  	
   
 	
  
26,875
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  135
  	
   
 	
  
1
  	
  
 
  	
  
Harrington Place
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
136
  	
   
 	
  
2
  	
  
 
  	
  
Summer View
  	
  
 
  	
   
 	
   
 	
  
30,750
  	
   
 	
  
25,500
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  137
  	
   
 	
  
2
  	
  
 
  	
  
White Sands
  	
  
 
  	
   
 	
   
 	
  
22,000
  	
   
 	
  
28,188
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
138
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Gateway
  	
  
 
  	
  
Day   1
  	
   
 	
  
35,500
  	
   
 	
  
5,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  139
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Independence, MO
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
140
  	
   
 	
  
1
  	
  
 
  	
  
Vallecitos Commerce Center
  	
  
 
  	
   
 	
   
 	
  
3,903
  	
   
 	
   
 	
   
 	
  
100,000
  	
   
 	
  
(1)
  
	
  141
  	
   
 	
  
1
  	
  
 
  	
  
Newberry Estates MHP
  	
  
 
  	
   
 	
   
 	
  
2,649
  	
   
 	
  
6,875
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
142
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Chicago, IL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  143
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage -   Sarasota, FL (Honore)
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
144
  	
   
 	
  
1
  	
  
 
  	
  
Eckerd - Spartanburg, SC
  	
  
 
  	
  
Springing
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  145
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Watsonville,   CA
  	
  
 
  	
  
Springing
  	
   
 	
  
9,660
  	
   
 	
  
10,375
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
146
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Midvale, UT
  	
  
 
  	
  
Springing
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  147
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Fayetteville,   AR
  	
  
 
  	
  
Springing
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
148
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Chester, VA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  149
  	
   
 	
  
1
  	
  
 
  	
  
331 South Rio Grande Street
  	
  
 
  	
   
 	
   
 	
  
10,656
  	
   
 	
  
4,375
  	
   
 	
  
100,000
  	
   
 	
  
(1)
  
	
  
150
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - New Bern, NC
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  151
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Chicago (West   Addison Street), IL
  	
  
 
  	
  
Springing
  	
   
 	
  
47,868
  	
   
 	
  
43,750
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
152
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Lago Vista, TX
  	
  
 
  	
  
Springing
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  153
  	
   
 	
  
1
  	
  
 
  	
  
Holiday Inn Express -   Durham, NC
  	
  
 
  	
  
  
  	
   
 	
  
66,786 
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
154
  	
   
 	
  
1
  	
  
 
  	
  
Eckerd - Travelers Rest, SC
  	
  
 
  	
  
Springing
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  155
  	
   
 	
  
1
  	
  
 
  	
  
INS Building - South   Portland, ME
  	
  
 
  	
  
Day   1
  	
   
 	
  
6,530
  	
   
 	
  
1,250
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
156
  	
   
 	
  
2
  	
  
 
  	
  
Port of Call MHP
  	
  
 
  	
  
Day   1
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  157
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Louisville, KY
  	
  
 
  	
  
Springing
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
158
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Staten Island,   NY
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  159
  	
   
 	
  
2
  	
  
 
  	
  
Evergreen
  	
  
 
  	
   
 	
   
 	
  
8,750
  	
   
 	
  
1,250
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
160
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Viewpoint
  	
  
 
  	
  
Day   1
  	
   
 	
  
45,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  161
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Louisville,   KY
  	
  
 
  	
  
Springing
  	
   
 	
  
26,328
  	
   
 	
  
36,875
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
162
  	
   
 	
  
1
  	
  
 
  	
  
Tempe Towne Plaza
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  163
  	
   
 	
  
1
  	
  
 
  	
  
Hampton Inn - Cornelius, NC
  	
  
 
  	
   
 	
   
 	
  
85,548
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
164
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Chicago (West   Harrison Street), IL
  	
  
 
  	
  
Springing
  	
   
 	
  
9,828
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  165
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Columbus, OH
  	
  
 
  	
  
Springing
  	
   
 	
  
33,168
  	
   
 	
  
23,125
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
166
  	
   
 	
  
1
  	
  
 
  	
  
Northwood Manor MHP
  	
  
 
  	
   
 	
   
 	
  
2,574
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  167
  	
   
 	
  
2
  	
  
 
  	
  
Suncrest
  	
  
 
  	
   
 	
   
 	
  
10,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
168
  	
   
 	
  
2
  	
  
 
  	
  
Wellington Place Apartments
  	
  
 
  	
   
 	
   
 	
  
12,750
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  169
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage -   Sarasota, FL (University Square)
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
170
  	
   
 	
  
2
  	
  
 
  	
  
Quebec House Apartments (9)
  	
  
 
  	
  
Day   1
  	
   
 	
  
23,750
  	
   
 	
  
40,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  171
  	
   
 	
  
1
  	
  
 
  	
  
Eckerd - Hayes, VA
  	
  
 
  	
  
Springing
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
172
  	
   
 	
  
2
  	
  
 
  	
  
High Park Apartments
  	
  
 
  	
   
 	
   
 	
  
19,200
  	
   
 	
  
43,750
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  173
  	
   
 	
  
2
  	
  
 
  	
  
Villa De La Rosa
  	
  
 
  	
   
 	
   
 	
  
15,000
  	
   
 	
  
4,375
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
174
  	
   
 	
  
1
  	
  
 
  	
  
Best Buy - Tupelo, MS
  	
  
 
  	
  
Springing
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  175
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Cordova, TN
  	
  
 
  	
  
Springing
  	
   
 	
  
10,908
  	
   
 	
  
6,250
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
176
  	
   
 	
  
2
  	
  
 
  	
  
Fath - Woodbridge
  	
  
 
  	
  
Day   1
  	
   
 	
  
27,250
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  177
  	
   
 	
  
1
  	
  
 
  	
  
Ashford Hills Apartments
  	
  
 
  	
   
 	
   
 	
  
13,000
  	
   
 	
  
11,250
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
178
  	
   
 	
  
1
  	
  
 
  	
  
975 Morris Park Avenue
  	
  
 
  	
   
 	
   
 	
  
2,990
  	
   
 	
  
3,000
  	
   
 	
   
 	
   
 	
  
(1)
  
	
  179
  	
   
 	
  
2
  	
  
 
  	
  
The Meadows Apartments
  	
  
 
  	
   
 	
   
 	
  
6,500
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
180
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens - Wilson, NC
  	
  
 
  	
  
Day   1
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  181
  	
   
 	
  
2
  	
  
 
  	
  
Northridge Palm Apartments
  	
  
 
  	
   
 	
   
 	
  
9,000
  	
   
 	
  
14,750
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
182
  	
   
 	
  
2
  	
  
 
  	
  
New Peachtree Apartments
  	
  
 
  	
   
 	
   
 	
  
20,000
  	
   
 	
  
12,500
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  183
  	
   
 	
  
1
  	
  
 
  	
  
Spring Meadows at Valley   Forge
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
184
  	
   
 	
  
2
  	
  
 
  	
  
Sunrise Apartments
  	
  
 
  	
   
 	
   
 	
  
8,250
  	
   
 	
  
1,875
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  185
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage -   Holiday, FL
  	
  
 
  	
   
 	
   
 	
  
  
  	
   
 	
  30,000
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
186
  	
   
 	
  
1
  	
  
 
  	
  
Citadel International
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  187
  	
   
 	
  
2
  	
  
 
  	
  
Parkglen Apartments
  	
  
 
  	
   
 	
   
 	
  
9,000
  	
   
 	
  
10,875
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
188
  	
   
 	
  
2
  	
  
 
  	
  
Cedar Pointe
  	
  
 
  	
   
 	
   
 	
  
7,750
  	
   
 	
  
1,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  189
  	
   
 	
  
1
  	
  
 
  	
  
Walgreens-Pulaski
  	
  
 
  	
  
Day   1
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
190
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Mount   Clemens, MI
  	
  
 
  	
  
Springing
  	
   
 	
  
39,384
  	
   
 	
  
6,250
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  191
  	
   
 	
  
2
  	
  
 
  	
  
Courtyard Apartments
  	
  
 
  	
   
 	
   
 	
  
9,000
  	
   
 	
  
3,438
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
192
  	
   
 	
  
1
  	
  
 
  	
  
Madison Square
  	
  
 
  	
   
 	
   
 	
  
3,384
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
(1)
  
	
  193
  	
   
 	
  
1
  	
  
 
  	
  
Kimball Crossing Shopping   Center
  	
  
 
  	
  	
   
 	
   1,897
 	
   
 	
   
 	
   
 	
  
(1)
  	
   
 	
   
 	
   
 	
   
 
	
  
194
  	
   
 	
  
1
  	
  
 
  	
  
Office Depot - Oklahoma   City, OK
  	
  
 
  	
  
Springing
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  195
  	
   
 	
  
1
  	
  
 
  	
  
Alpine Self Storage -   Eagle, CO
  	
  
 
  	
  
  
  	
   
 	
  7,023
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
196
  	
   
 	
  
1
  	
  
 
  	
  
Town Center
  	
  
 
  	
   
 	
   
 	
  
1,425
  	
   
 	
   
 	
   
 	
  
30,000
  	
   
 	
  
(1)
  
	
  197
  	
   
 	
  
1
  	
  
 
  	
  
Stor-All - Duluth, GA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
198
  	
   
 	
  
1
  	
  
 
  	
  
Advance Auto Parts -   Cincinnati, OH
  	
  
 
  	
  
  
  	
   
 	
  672
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  199
  	
   
 	
  
2
  	
  
 
  	
  
Casa Brae
  	
  
 
  	
   
 	
   
 	
  
7,000
  	
   
 	
  
8,844
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
200
  	
   
 	
  
1
  	
  
 
  	
  
Value Self Storage -   Venice, FL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  201
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Whiteville, NC
  	
  
 
  	
  
Springing
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
202
  	
   
 	
  
2
  	
  
 
  	
  
Royal Palms
  	
  
 
  	
   
 	
   
 	
  
7,000
  	
   
 	
  
4,125
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  203
  	
   
 	
  
1
  	
  
 
  	
  
CVS - Cleveland, TX
  	
  
 
  	
  
Day   1
  	
   
 	
  
1,854
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
(1)
  
	
  
204
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Grandville,   MI
  	
  
 
  	
  
Springing
  	
   
 	
  
8,952
  	
   
 	
  
8,125
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  205
  	
   
 	
  
2
  	
  
 
  	
  
Highland Meadows (Fayette)
  	
  
 
  	
   
 	
   
 	
  
3,750
  	
   
 	
  
625
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
206
  	
   
 	
  
2
  	
  
 
  	
  
Sunridge Apartments
  	
  
 
  	
   
 	
   
 	
  
6,000
  	
   
 	
  
4,250
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  207
  	
   
 	
  
1
  	
  
 
  	
  
Rite Aid - St. Marys, OH
  	
  
 
  	
  
Springing
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
208
  	
   
 	
  
2
  	
  
 
  	
  
Highland Meadows (Meridian)
  	
  
 
  	
  	
 	
  
4,000
  	
   
 	
  
4,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  209
  	
   
 	
  
1
  	
  
 
  	
  
Tractor Supply - Woodstock,   VA
  	
  
 
  	
  
Springing
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
210
  	
   
 	
  
2
  	
  
 
  	
  
China Gate
  	
  
 
  	
   
 	
   
 	
  
4,500
  	
   
 	
  
3,813
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  211
  	
   
 	
  
2
  	
  
 
  	
  
Highland Spring (Vallejo)
  	
  
 
  	
   
 	
   
 	
  
3,750
  	
   
 	
  
3,125
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
212
  	
   
 	
  
2
  	
  
 
  	
  
South View Apartments
  	
  
 
  	
   
 	
   
 	
  
4,750
  	
   
 	
  
4,375
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  213
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Kent, OH
  	
  
 
  	
  
Springing
  	
   
 	
  
15,996
  	
   
 	
  
13,125
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
214
  	
   
 	
  
1
  	
  
 
  	
  
Addison Place Bank Out   Parcel
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  215
  	
   
 	
  
2
  	
  
 
  	
  
South View (Broadway)
  	
  
 
  	
   
 	
   
 	
  
4,500
  	
   
 	
  
7,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
216
  	
   
 	
  
1
  	
  
 
  	
  
Tractor Supply - Glasgow,   KY
  	
  
 
  	
  
Springing
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  217
  	
   
 	
  
2
  	
  
 
  	
  
South View (Main)
  	
  
 
  	
   
 	
   
 	
  
4,000
  	
   
 	
  
4,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
218
  	
   
 	
  
2
  	
  
 
  	
  
York Pointe
  	
  
 
  	
   
 	
   
 	
  
4,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  219
  	
   
 	
  
1
  	
  
 
  	
  
U Stow N Go - Clearwater,   FL
  	
  
 
  	
  	
   
 	
  5,697
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
220
  	
   
 	
  
2
  	
  
 
  	
  
Forest View Apartments
  	
  
 
  	
   
 	
   
 	
  
3,250
  	
   
 	
  
3,094
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  221
  	
   
 	
  
1
  	
  
 
  	
  
Park Glen Market Place
  	
  
 
  	
   
 	
   
 	
  
1,908
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
(1)
  
	
  
222
  	
   
 	
  
2
  	
  
 
  	
  
Highland Springs (Lincoln   Park)
  	
  
 
  	
  	
 	
  
3,000
  	
   
 	
  
625
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  223
  	
   
 	
  
1
  	
  
 
  	
  
Tractor Supply - Paducah,   KY
  	
  
 
  	
  
Springing
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
224
  	
   
 	
  
1
  	
  
 
  	
  
Extra Space - Grandview, MO
  	
  
 
  	
  
Springing
  	
   
 	
  
9,264
  	
   
 	
  
14,813
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  225
  	
   
 	
  
2
  	
  
 
  	
  
Rio Grande
  	
  
 
  	
   
 	
   
 	
  
4,000
  	
   
 	
  
4,750
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
226
  	
   
 	
  
2
  	
  
 
  	
  
Santa Fe Apartments
  	
  
 
  	
   
 	
   
 	
  
4,000
  	
   
 	
  
3,500
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  227
  	
   
 	
  
2
  	
  
 
  	
  
Village Square
  	
  
 
  	
   
 	
   
 	
  
4,500
  	
   
 	
  
1,281
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
228
  	
   
 	
  
2
  	
  
 
  	
  
South View (Avalon)
  	
  
 
  	
   
 	
   
 	
  
3,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  229
  	
   
 	
  
2
  	
  
 
  	
  
Highland Meadows 43, 44
  	
  
 
  	
   
 	
   
 	
  
2,000
  	
   
 	
  
2,500
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
230
  	
   
 	
  
2
  	
  
 
  	
  
Woodglen Apartments
  	
  
 
  	
   
 	
   
 	
  
2,750
  	
   
 	
  
1,250
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 





	
  



  
	
  
(1) In   addition to any such escrows funded at loan closing for potential TI/LC,   these Mortgage Loans require funds to be escrowed during some or all of the   loan term for TI/LC.
  
	
  
 
  
	
  
(2) Two   Mortgage Loans, the NGP Rubicon GSA Pool Mortgage Loan and the 1000 &   1100 Wilson Mortgage Loan, representing 11.6% of the Cut-Off Date Pool   Balance, are part of a split loan structure that includes one or more pari   passu companion loans that are not included in the trust fund.
  
	
  
 
  
	
  
(3) Certain   of the Mortgage Loans detail “as-stabilized” appraised values as indicated by   appraisal dates in the future. Reserves were generally taken at closing in   order to address the difference between the “as-is” and “as-stabilized”   valuation. See RISK FACTORS - The Mortgage Loans - Inspections and Appraisals   May Not Accurately Reflect Value or Condition of Mortgaged Property.
  
	
  
 
  
	
  
(4) Annual   Deposit to Replacement Reserves amount represents a future escrow commencing   in October, 2006.
  
	
  
 
  
	
  
(5) Annual   Deposit to Replacement Reserves amount represents a future escrow commencing   in November, 2007.
  
	
   
  
	
  (6) After   March 11, 2006, the Annual Deposit to Replacement Reserves will be equal to   4% of the prior year’s Gross Revenues, escrowed monthly in an amount equal to   1/12 of this annual amount.
  
	
   
  
	
  (7) Annual   Deposit to Replacement Reserves is escrowed monthly only for the first 48   payments.
  
	
   
  
	
  (8) A   portion of the Upfront TI/LC Escrow in the amount of $187,110 has been   released.
  
	
   
  
	
  (9) A   portion of the Initial Deposit to Capital Improvements Reserve in the amount   of $25,000 has been released.
  






B-1









EXHIBIT C-1


SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY


Wachovia Commercial Mortgage Securities Inc.
 Commercial Mortgage Pass-Through Certificates
Series 2005-C21




	
  Collateral   ID
  	
   
 	
  
Property Name
  	
   
 	
  
Investor ID
  	
   
 	
  
Alternate

 Loan ID
  	
   
 	
  
Doc Type
  	
   
 	
  
Exception
  	
   
 	
  
Exception Description
  	
   
 	
  
Notation
  
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  
	
  42005C21
  	
  
 
  	
  
Abbey Pool
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2853189
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  72005C21
  	
  
 
  	
  
Extra Space Teamsters Pool
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851895
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
82005C21
  	
  
 
  	
  
180 Madison Avenue
  	
  
 
  	
  
WACH
  	
  
 
  	
  
9850087
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  102005C21
  	
  
 
  	
  
Bryan Tower
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852390
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
112005C21
  	
  
 
  	
  
6116 Executive Boulevard
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2850918
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  132005C21
  	
  
 
  	
  
Hilton Garden Inn DC
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851431
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
142005C21
  	
  
 
  	
  
1370 Broadway
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851490
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  152005C21
  	
  
 
  	
  
Extra Space VRS Pool
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851860
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
162005C21
  	
  
 
  	
  
City Place
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851081
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  172005C21
  	
  
 
  	
  
110 North Wacker Drive
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2853261
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
182005C21
  	
  
 
  	
  
Park Place II
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852865
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
26
  	
  
 
  	
  
SIGNATURE IS MISSING
  	
  
 
  	
  
WACH TO BLANK
  
	
  222005C21
  	
  
 
  	
  
Embassy Suites & Casino   - San Juan, PR
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852331
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
232005C21
  	
  
 
  	
  
The Reserve Pool
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852678
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  252005C21
  	
  
 
  	
  
Cayman Bay Apts
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852422
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
262005C21
  	
  
 
  	
  
The Lexington
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852503
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  282005C21
  	
  
 
  	
  
San Palmilla
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851907
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
292005C21
  	
  
 
  	
  
Centrum North
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852191
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  302005C21
  	
  
 
  	
  
Courtyard by Marriott Hotel   - Burbank, CA
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2850816
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
312005C21
  	
  
 
  	
  
Brook Arbor Apartments
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851697
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  332005C21
  	
  
 
  	
  
The Prescott Hotel &   Postrio Restaurant
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851709
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
26
  	
  
 
  	
  
SIGNATURE IS MISSING
  	
  
 
  	
  
WACH TO BLANK
  
	
  
342005C21
  	
  
 
  	
  
Dadeland Centre I
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851993
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  352005C21
  	
  
 
  	
  
FBI Office Building
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852181
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
372005C21
  	
  
 
  	
  
Palmetto Pointe Apartments
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851979
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  392005C21
  	
  
 
  	
  
Airport Boulevard Pool
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852321
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
402005C21
  	
  
 
  	
  
Palisades Tuscaloosa
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852654
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
26
  	
  
 
  	
  
SIGNATURE IS MISSING
  	
  
 
  	
  
WACH TO BLANK
  
	
  412005C21
  	
  
 
  	
  
Abbott Labs
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852604
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
452005C21
  	
  
 
  	
  
Longboat Key Hilton
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852212
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  482005C21
  	
  
 
  	
  
Walmart Way Crossing   Shopping Center
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851642
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
492005C21
  	
  
 
  	
  
Briarwood North Apartments
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852241
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  502005C21
  	
  
 
  	
  
BJ’s Wholesale Club Store
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852700
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
512005C21
  	
  
 
  	
  
United States Government   Border Patrol
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852107
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  522005C21
  	
  
 
  	
  
Bethesda/River Road
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852231
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
542005C21
  	
  
 
  	
  
Hinman - Valassis HQ
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852434
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
01
  	
  
 
  	
  
MISSING
  	
  
 
  	
  
WACH TO BLANK
  
	
  562005C21
  	
  
 
  	
  
Pleasant Hills MHP
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2853282
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
26
  	
  
 
  	
  
SIGNATURE IS MISSING
  	
  
 
  	
  
WACH TO BLANK
  
	
  
592005C21
  	
  
 
  	
  
Loganville Town Center
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852186
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  622005C21
  	
  
 
  	
  
Deer Run / Icedale MHP
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2853284
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
632005C21
  	
  
 
  	
  
Cedar Manor MHP
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2853279
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  652005C21
  	
  
 
  	
  
Oceanside/Oceanside Blvd.
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852273
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
672005C21
  	
  
 
  	
  
Arnold/Balto. Annap
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852263
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  692005C21
  	
  
 
  	
  
The Orchards Apartments
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851786
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
732005C21
  	
  
 
  	
  
Tarzana Tower
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852870
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  742005C21
  	
  
 
  	
  
Addison Place v.2
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852525
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
752005C21
  	
  
 
  	
  
Atrium of Grand Valley
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851043
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  772005C21
  	
  
 
  	
  
Columbia/Old Columbia
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852237
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
782005C21
  	
  
 
  	
  
Century Plaza
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851391
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  792005C21
  	
  
 
  	
  
Grayson Village
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2853280
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
802005C21
  	
  
 
  	
  
Woodlands of Tyler   Apartment Homes
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852393
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  812005C21
  	
  
 
  	
  
New Market Crossing   Shopping Center
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851479
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
26
  	
  
 
  	
  
SIGNATURE IS MISSING
  	
  
 
  	
  
WACH TO BLANK
  
	
  
822005C21
  	
  
 
  	
  
Spectrum 1500 Building
  	
  
 
  	
  
WACH
  	
  
 
  	
  
3850132
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
26
  	
  
 
  	
  
SIGNATURE IS MISSING
  	
  
 
  	
  
WACHOVIA TO BLANK
  
	
  832005C21
  	
  
 
  	
  
Suncoast Apartments
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852582
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
26
  	
  
 
  	
  
SIGNATURE IS MISSING
  	
  
 
  	
  
WACH TO BLANK
  
	
  
852005C21
  	
  
 
  	
  
Phoenix/Bell Road
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852276
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  862005C21
  	
  
 
  	
  
Indian Creek MHP
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2853281
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
26
  	
  
 
  	
  
SIGNATURE IS MISSING
  	
  
 
  	
  
WACH TO BLANK
  
	
  
872005C21
  	
  
 
  	
  
Keystone Ridge Apartments
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851915
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  882005C21
  	
  
 
  	
  
Johnston/Hartford Ave
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852256
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
902005C21
  	
  
 
  	
  
Horizon Plaza
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851314
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  932005C21
  	
  
 
  	
  
Brookhaven MHP
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2853283
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
942005C21
  	
  
 
  	
  
Las Colinas
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852487
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  952005C21
  	
  
 
  	
  
Berry Health Center
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2850855
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
962005C21
  	
  
 
  	
  
Mill Creek MHP
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2853286
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
26
  	
  
 
  	
  
SIGNATURE IS MISSING
  	
  
 
  	
  
WACH TO BLANK
  
	
  982005C21
  	
  
 
  	
  
Falls Church/Seminary Rd
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852248
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
992005C21
  	
  
 
  	
  
Stanford Oaks Apartments
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2850475
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1012005C21
  	
  
 
  	
  
Hemet/Sanderson
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852254
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1042005C21
  	
  
 
  	
  
Spanish Mission Apartments
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851899
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1062005C21
  	
  
 
  	
  
Newberry Farms MHP
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2853288
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
26
  	
  
 
  	
  
SIGNATURE IS MISSING
  	
  
 
  	
  
WACH TO BLANK
  
	
  
1092005C21
  	
  
 
  	
  
Meadowview MHP
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2853285
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
26
  	
  
 
  	
  
SIGNATURE IS MISSING
  	
  
 
  	
  
WACH TO BLANK
  
	
  1102005C21
  	
  
 
  	
  
Cole Walgreens- Salt Lake   City
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851544
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1122005C21
  	
  
 
  	
  
Regency Apartments
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851131
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1132005C21
  	
  
 
  	
  
Antioch Crossing Shopping   CenterACH TO BLANK
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851035
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
 
  
	
  
1142005C21
  	
  
 
  	
  
Cole Walgreens-Sandy, UT
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851545
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1162005C21
  	
  
 
  	
  
Lynnhaven Square Shopping   Centerach to blank
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851600
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1192005C21
  	
  
 
  	
  
Fairfield Inn
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852320
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1212005C21
  	
  
 
  	
  
Chicago/ S. Wabash
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852234
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1222005C21
  	
  
 
  	
  
Ft Myers/San Carlos
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852250
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1262005C21
  	
  
 
  	
  
Holiday Inn Express
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852325
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1272005C21
  	
  
 
  	
  
City Center
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852068
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1282005C21
  	
  
 
  	
  
Sacramento/Auburn
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852280
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1292005C21
  	
  
 
  	
  
Walgreens Waldorf
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852217
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1302005C21
  	
  
 
  	
  
West Park Place
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2850983
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1352005C21
  	
  
 
  	
  
Fairfield Inn
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852327
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1362005C21
  	
  
 
  	
  
WPB/Southern Blvd
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852290
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1422005C21
  	
  
 
  	
  
CVS - Independence, MO
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852377
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1442005C21
  	
  
 
  	
  
Newberry Estates MHP
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2853287
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1452005C21
  	
  
 
  	
  
CVS- Ravenswood Square
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851143
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1462005C21
  	
  
 
  	
  
Value Self Storage at   Honore
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852345
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1472005C21
  	
  
 
  	
  
Cole Eckerd Spartanburg
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851732
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1482005C21
  	
  
 
  	
  
Watsonville/Freedom
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852287
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1492005C21
  	
  
 
  	
  
Cole Walgreens-Midvale, UT
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851542
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1512005C21
  	
  
 
  	
  
Chester Walgreens
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852208
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1522005C21
  	
  
 
  	
  
Gateway Office Building
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852043
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1532005C21
  	
  
 
  	
  
Walgreens - New Bern, NC
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2850790
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1542005C21
  	
  
 
  	
  
Chicago/W. Addison
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852235
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1552005C21
  	
  
 
  	
  
Cole CVS-Lago Vista, TX
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851792
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1562005C21
  	
  
 
  	
  
Holiday Inn Express
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852323
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1572005C21
  	
  
 
  	
  
Eckerd - Travelers Rest, SC
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851733
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1612005C21
  	
  
 
  	
  
Walgreens - Staten Island,   NY
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2808912
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1642005C21
  	
  
 
  	
  
Louisville/Bardstown Rd
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852262
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1662005C21
  	
  
 
  	
  
Hampton Inn
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852324
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1672005C21
  	
  
 
  	
  
Chicago/W. Harrison
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852236
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1682005C21
  	
  
 
  	
  
Columbus/Innis Rd
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852238
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1692005C21
  	
  
 
  	
  
Northwood MHP
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2853289
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1712005C21
  	
  
 
  	
  
Wellington Place
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852098
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1722005C21
  	
  
 
  	
  
Value Self Storage at   University Square
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852346
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1742005C21
  	
  
 
  	
  
Cole Eckerd Gloucester
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851731
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1772005C21
  	
  
 
  	
  
Best Buy - Tupelo, MS
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851420
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1782005C21
  	
  
 
  	
  
Cordova/900 N Germantown
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852244
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1802005C21
  	
  
 
  	
  
Ashford Hills Apartments
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851510
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1812005C21
  	
  
 
  	
  
975 Morris Park
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2850982
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1832005C21
  	
  
 
  	
  
Walgreens - Wilson, NC
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852802
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1882005C21
  	
  
 
  	
  
Holiday Self Storage
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852342
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1892005C21
  	
  
 
  	
  
Citadel International
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852603
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1932005C21
  	
  
 
  	
  
Mt Clemens/N River Rd
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852267
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  1952005C21
  	
  
 
  	
  
Madison Square Shopping   Center
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852820
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
1982005C21
  	
  
 
  	
  
Alpine Self Storage
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852162
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
26
  	
  
 
  	
  
SIGNATURE IS MISSING
  	
  
 
  	
  
WACHOVIA TO BLANK
  
	
  2002005C21
  	
  
 
  	
  
Gwinnett StorAll
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852386
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
2012005C21
  	
  
 
  	
  
Advance Auto
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852042
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  2032005C21
  	
  
 
  	
  
Value Self Storage Venice
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852349
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
2042005C21
  	
  
 
  	
  
Cole CVS
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2850690
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  2072005C21
  	
  
 
  	
  
Grandville/Spartan Ind Dr
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852252
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
2102005C21
  	
  
 
  	
  
Cole Rite Aid-St Mary’s
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851628
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  2122005C21
  	
  
 
  	
  
Cole Tractor Supply
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2851149
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
2162005C21
  	
  
 
  	
  
Kent/Cherry Street
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852257
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  2172005C21
  	
  
 
  	
  
Addison Wachovia
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2853356
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
2192005C21
  	
  
 
  	
  
Cole Tractor   Supply-Glasgow, KY
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852227
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  2262005C21
  	
  
 
  	
  
Cole Tractor Supply -   Paducah
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852505
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  
	
  
2272005C21
  	
  
 
  	
  
Grandview/71 Hwy
  	
  
 
  	
  
WACH
  	
  
 
  	
  
2852251
  	
  
 
  	
  
ALNV
  	
  
 
  	
  
94
  	
  
 
  	
  
OUT FOR EXECUTION
  	
  
 
  	
  
WACH TO WELLS
  








C-1-1









EXHIBIT C-2


FORM OF CUSTODIAL CERTIFICATION


[Date]


Wachovia Bank, National Association
 301 South College Street
 One Wachovia Center

Charlotte, North Carolina  28288


Artesia Mortgage Capital Corporation
 1180 NW Maple Street
 Suite 202
 Issaquah,
Washington 98027


Nomura Credit & Capital, Inc.
 Two World Financial Center, Building B
 New York, New
York 10281


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


Wachovia Bank, National Association
 NC  1075
 8739 Research Drive – URP4

Charlotte, North Carolina  28262-1075

	
  
Attention:
  	
  
Wachovia   Bank Commercial Mortgage Trust
  
	
   
  	
  
Commercial   Mortgage Pass-Through Certificates, Series 2005-C21
  




LNR Partners, Inc.
 1601 Washington Avenue, Suite 800
 Miami Beach, Florida 33139

Attention:  Randy Wolpert

	
  
Re:
  	
  
Wachovia   Bank Commercial Mortgage Trust
  
	
  
 
  	
  
Commercial   Mortgage Pass-Through Certificates, Series 2005-C21
  




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), (ix)(a) and (xiii) of the definition of “Mortgage File” are in its possession,



C-2-1









(ii) all documents delivered or caused to be delivered by the applicable Mortgage Loan
Seller constituting the related Mortgage File have been reviewed by it and appear regular on their face and appear to relate to such
Mortgage Loan, (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan
Schedule for such Mortgage Loan with respect to the items specified in clauses (v) and (vi)(c) of the definition of “Mortgage
Loan Schedule” is correct and (iv) solely with respect to the Companion Loans, all documents specified in clause (xiii) of the
definition of Mortgage File are in its possession.  Further, with respect to the documents described in clause (viii) of the
definition of Mortgage File, the Trustee may assume, for purposes of the certification delivered in this Section 2.02(b) and for
purposes of determining (subject to the proviso at the end of this sentence) where to file UCC
Financing Statements, that the related Mortgage File should include one state level UCC Financing Statement filing in the state of
incorporation of the Mortgagor for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for
each Mortgagor); provided, however, that to the extent the Trustee has actual knowledge or is notified of any fixture
or real property UCC Financing Statements filed in the county of the state where the related Mortgaged Property is located, the
Trustee shall file an assignment to the Trust Fund with respect to such UCC Financing Statements in the appropriate jurisdiction
under the UCC at the expense of the related Mortgage Loan Seller.  The UCC Financing Statements to be assigned to the Trust Fund
pursuant to Section 2.01(d) will be delivered by the related Mortgage Loan Seller to the Trustee on the new national forms, in
recordable form and completed pursuant to Revised Article IX of the UCC.  The Trustee will
submit such UCC Financing Statements for filing in the state of incorporation of the related Mortgagor as so indicated on the
documents provided.


          None of the Trustee, the Master
Servicer, the Special Servicer or any Custodian is under any duty or obligation to inspect, review or examine any of the documents,
instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal,
effective, genuine, enforceable, in recordable form, sufficient or appropriate for the represented purpose or that they are other
than what they purport to be on their face.  Capitalized terms used herein and not otherwise defined shall have the respective
meanings assigned to them under the Pooling and Servicing Agreement.


	
  
 
  	
  
 
  	
  
Respectfully,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	

  
	
  


  
	
  
 
  	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  


  
	
   
  	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  


  




C-2-2









EXHIBIT D-1


FORM OF MASTER SERVICER REQUEST FOR RELEASE


[Date]


Wells Fargo Bank, N.A.
 9062 Old Annapolis Road
 Columbia, Maryland 21045-1951

	
  
Attn:
  	
  
Corporate   Trust Services (CMBS)
  
	
  
 
  	
  
Wachovia   Bank Commercial Mortgage Trust,
  
	
  
 
  	
  
Commercial   Mortgage Pass-Through Certificates, Series 2005-C21
  
	
   
  	
  
 
  
	
  
Re:
  	
  
Wachovia   Bank Commercial Mortgage Trust,
  
	
  
 
  	
  
Commercial   Mortgage Pass-Through Certificates, Series 2005-C21
  




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 October 1, 2005 (the “Pooling and Servicing Agreement”), by and
among Wachovia Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank, National Association, as Master Servicer, LNR
Partners, Inc., as Special Servicer, and you, as Trustee, the undersigned hereby requests a release of the Mortgage File (or the
portion thereof specified below) held by you with respect to the following described Mortgage Loan for the reason indicated
below.


Property Name:


Property Address:


Control No.:


          The Mortgage File should be
delivered to the following:

	
  
 
  	
  


  	
  


  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  


  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  


  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Attn:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
   
  	
  
Phone:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  




D-1-1









If only particular documents in the Mortgage File are requested, please specify
which:


Reason for requesting file (or portion thereof):

	
  
_____
  	
  
 
  	
  
1.
  	
  
Mortgage   Loan paid in full.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
The Master   Servicer hereby certifies that all amounts received in connection with the
Mortgage Loan that are required to be credited to the Certificate Account   pursuant to the Pooling and Servicing Agreement have been
or will be so   credited.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
_____
  	
  
 
  	
  
2.
  	
  
Other.  (Describe)
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  


  



          The undersigned acknowledges
that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the
Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us
permanently.


          Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement.

	
  
 
  	
  
WACHOVIA   BANK, NATIONAL ASSOCIATION, as Master Servicer
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
   
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  




D-1-2









EXHIBIT D-2


FORM OF SPECIAL SERVICER REQUEST FOR RELEASE


[Date]


Wells Fargo Bank, N.A.
 9062 Old Annapolis Road
 Columbia, Maryland 21045-1951

	
  
Attn:
  	
  
Corporate   Trust Services (CMBS)
  
	
  
 
  	
  
Wachovia   Bank Commercial Mortgage Trust
  
	
   
  	
  
Commercial   Mortgage Pass-Thorough Certificates, Series 2005-C21
  
	
  
 
  	
  
 
  
	
  
Re:
  	
  
Wachovia   Bank Commercial Mortgage Trust,
  
	
  
 
  	
  
Commercial   Mortgage Pass-Through Certificates, Series 2005-C21
  




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 October 1,
2005 (the “Pooling and Servicing Agreement”), by and among Wachovia Commercial Mortgage Securities, Inc., as
Depositor, Wachovia Bank, National Association, as Master Servicer, LNR Partners, Inc., as Special Servicer, and you, as Trustee, the
undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by you with respect to the
following described Mortgage Loan for the reason indicated below.


Property Name:


Property Address:


Control No.:


          The Mortgage File should be
delivered to the following:

	
   
  	
  


  	
  


  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  


  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  


  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Attn:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
Phone:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  




D-2-1









If only particular documents in the Mortgage File are requested, please specify
which:


Reason for requesting file (or portion thereof):

	
  
_____
  	
  
 
  	
  
1.
  	
  
The Mortgage   Loan is being foreclosed.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  _____
  	
  
 
  	
  
2.
  	
  
Other.  (Describe)
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  


  




          The undersigned acknowledges that
the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the
Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required
by us for such purpose.


          Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement.

	
  
 
  	
  
LNR   PARTNERS, INC., as Special Servicer
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  




D-2-2









EXHIBIT E


CALCULATION OF NOI/DEBT SERVICE COVERAGE RATIOS


          “Net Cash Flow”
shall mean the revenue derived from the use and operation of a Mortgaged Property less operating expenses (such as utilities,
administrative expenses, repairs and maintenance, tenant improvement costs, leasing commissions, management fees and advertising),
fixed expenses (such as insurance, real estate taxes and, if applicable, ground lease payments) and replacement reserves and an
allowance for vacancies and credit losses.  Net Cash Flow does not reflect interest expenses and non-cash items such as
depreciation and amortization, and generally does not reflect capital expenditures, but does reflect reserves for replacements and an
allowance for vacancies and credit losses.


          In determining vacancy for the
“revenue” component of Net Cash Flow for each Rental Property, the Special Servicer shall rely on the most recent rent roll
supplied by the related borrower and where the actual vacancy shown thereon and the market vacancy is less than 1%, the Special
Servicer shall assume a 1% vacancy in determining revenue from rents, except that in the case of certain anchored shopping centers,
space occupied by anchor or single tenants or other large tenants shall be disregarded in performing the vacancy adjustment due to
the length of the related leases or creditworthiness of such tenants, in accordance with the respective Mortgage Loan Seller’s
underwriting standards.  Where the actual or market vacancy was not less than 5.0%, the Special Servicer shall determine revenue
from rents by generally relying on the most recent roll supplied and the greater of (a) actual
historical vacancy at the related Mortgaged Property, and (b) historical vacancy at comparable properties in the same market as the
related Mortgaged Property.  In determining rental revenue for multifamily, self-storage and mobile home park properties, the
Special Servicer shall either review rental revenue shown on the certified rolling 12-month operating statements or annualized the
rental revenue and reimbursement of expenses shown on rent rolls or operating statements with respect to the prior one to twelve
month periods.  For the other Rental Properties, the Special Servicer shall annualize rental revenue shown on the most recent
certified rent roll, after applying the vacancy factor, without further regard to the terms (including expiration dates) of the
leases shown thereon.  In the case of hospitality properties, gross receipts shall be determined on the basis of adjusted
average occupancy not to exceed 75.0% and daily rates achieved during the prior two to three year annual
reporting period.  In the case of residential health care facilities, receipts shall be based on historical occupancy levels,
historical operating revenues and the then current occupancy rates. Occupancy rates for private health care facilities shall be
within current market ranges and vacancy levels shall be at a minimum of 1%.  In general, any non-recurring items and
non-property related revenue shall be eliminated from the calculation except in the case of residential health care
facilities.


          In determining the
“expense” component of Net Cash Flow for each Mortgaged Property, the Special Servicer shall rely on the rolling 12-month
operating statements and/or full-year or year-to-date financial statements supplied by the related borrower, except that (a) if tax
or insurance expense information more current than that reflected in the financial statements is available, the newer information
shall be used, (b) with respect to each Mortgaged Property, 


E-1









property management fees shall be assumed to be 3% to 7% of effective gross revenue (except
with respect to hospitality properties, where a minimum of 3.1% of gross receipts shall be assumed, and with respect to limited
service hospitality properties, where a minimum of 4.0% of gross receipts shall be assumed and, with respect to single tenant
properties, where fees as low as 3% of effective gross receipts shall be assumed), (c) assumptions shall be made with respect to
reserves for leasing commission, tenant improvement expenses and capital expenditures and (d) expenses shall be assumed to include
annual replacement reserves. In addition, in some instances, the Special Servicer may recharacterize as capital expenditures those
items reported by borrowers as operating expenses (thus increasing “net cash flow”) where determined appropriate.


E-2









EXHIBIT F


	
  Mortgage
   Loan Number
  	
   
 	
  Property   Name
  
	
  


  	
   
  	
  


  
	
  12
  	
   
  	
  Crossing at   Corona - Phase III
  
	
   
 	
   
  	
   
  
	
  65
  	
   
  	
  Emerald   Suite
  
	
   
 	
   
  	
   
  
	
  68
  	
   
  	
  The Orchards   Apartments
  
	
   
 	
   
  	
   
  
	
  83
  	
   
  	
  Roundy’s   Monroe
  
	
   
 	
   
  	
   
  
	
  135
  	
   
  	
  Harrington   Place
  
	
   
 	
   
  	
   
  
	
  162
  	
   
  	
  Tempe Town   Plaza
  




F-1









EXHIBIT G-1


FORM OF TRANSFEROR CERTIFICATE


[Date]


Wells Fargo Bank, N.A.
 9062 Old Annapolis Road
 Columbia, Maryland 21045-1951 


	
  
Attn:
  	
  
Corporate   Trust Services (CMBS)
  
	
  
 
  	
  
Wachovia   Bank Commercial Mortgage Trust,
  
	
  
 
  	
  
Commercial   Mortgage Pass-Through Certificates, Series 2005-C21
  
	
  
 
  	
  
 
  
	
  
Re:
  	
  
Wachovia   Bank Commercial Mortgage Trust,
  
	
  
 
  	
  
Commercial   Mortgage Pass-Through Certificates,
  
	
  
 
  	
  
Series   2005-C21 (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 October 27, 2005 (the “Closing Date”) of $_____________ evidencing a __%
interest in the Class to which it belongs.  The Certificates were issued pursuant to the Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”), dated as of October 1, 2005, among Wachovia Commercial Mortgage Securities,
Inc., as depositor, Wachovia Bank, National Association, as master servicer, LNR Partners, Inc., 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 
  




G-1-1









	
  
 
  	
  
would   require registration or qualification of any Certificate pursuant to the   Securities
Act or any state securities laws.
  





	
  
 
  	
  
Very truly   yours,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
(Transferor)
  
	
   
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  




G-1-2









EXHIBIT G-2


FORM OF TRANSFEREE CERTIFICATE
 FOR QIBs


[Date]


Wells Fargo Bank, N.A.
 9062 Old Annapolis Road
 Columbia, Maryland 21045-1951

	
  
Attn:  
  	
  
Corporate   Trust Services (CMBS)
  
	
  
 
  	
  
Wachovia   Bank Commercial Mortgage Trust,
  
	
  
 
  	
  
Commercial   Mortgage Pass-Through Certificates, Series 2005-C21
  
	
  
 
  	
  
 
  
	
  
Re:
  	
  
Wachovia   Bank Commercial  Mortgage Trust,
  
	
  
 
  	
  
Commercial   Mortgage Pass-Through Certificates,
  
	
  
 
  	
  
Series   2005-C21 (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 October 27, 2005 (the “Closing Date”) of $_____________ evidencing a __%
interest in the Class to which it belongs.  The Certificates were issued pursuant to the Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”), dated as of October 1, 2005, among Wachovia Commercial Mortgage Securities,
Inc., as depositor, Wachovia Bank, National Association, as master servicer, LNR Partners, Inc., 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:

	
  
 
  	
  
          3.          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.
  
	
   
  	
  
 
  
	
  
 
  	
  
          4.          In
the case of a Class A-2PFL Certificate, the Transferee either (A) is not an   “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 ode, or any other retirement plan or other employee   benefit plan or arrangement subject to any 






G-2-1








	
  
 
  	
  
federal,   state, local, non-U.S. or other law substantively similar to the foregoing
provisions of ERISA or the Code, or any person acting on behalf of or with   any assets of any such plan (each, a
“Plan”) or (B)(i) it is an   accredited investor as defined in Rule 501(a)(1) of Regulation D under the   Securities
Act and (ii) the decision to acquire this certificate was made by   a qualified professional asset manager (as defined in Prohibited
Transaction   Class Exemption (“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.
  
	
  
 
  	
  
 
  
	
   
  	
  
          5.          In
the case of a Class E, Class F, Class G, Class H or Class IO Certificate, the   Transferee either (A) is not an “employee
benefit plan” subject to Title I of   ERISA or a “plan” subject to Section 4975 of the Code or any other retirement
plan or other employee benefit plan or arrangement subject to any federal,   state, local, non-U.S. or other law substantively
similar to the foregoing   provisions of ERISA or the Code, or any Person directly or indirectly   acquiring such Certificate for, on
behalf of or with any assets of any such   plan (each, a “Plan”) or (B) qualifies as an accredited investor as
defined in Rule 501(a)(1) of Regulation D under the Securities Act.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
In the case   of a Class J, Class K, Class L, Class M, Class N, Class O or Class P
Certificate, the Transferee either (A) is not an “employee benefit plan”   subject to Title I of ERISA or a
“plan” subject to Section 4975 of the Code   or any other retirement plan or other employee benefit plan or arrangement
subject to any federal, state, local, non-U.S. or other law substantively   similar to the foregoing provisions of ERISA or the Code,
or any Person   directly or indirectly acquiring such Certificate for, on behalf of or with   any assets of any such plan (each, a
“Plan”) or (B) is an insurance   company general account which is eligible for, and satisfies all of the
requirements for, exemptive relief under Sections I and III of Department of   Labor Prohibited Transaction Class Exemption 95-60
(“PTE 95-60”).
  
	
  
 
  	
  
 
  
	
   
  	
  
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”).
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          6.          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.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          7.          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:
  



G-2-2








	
  
 
  	
  
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 A CERTIFICATE, OTHER THAN A CLASS A-1, CLASS A-2C, CLASS A-3, CLASS A-PB,
CLASS A-4, CLASS A-1A, CLASS A-M, CLASS A-J, CLASS B, CLASS C OR CLASS D   CERTIFICATE, OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
“EMPLOYEE   BENEFIT PLAN” SUBJECT TO TITLE I OF ERISA, ANY “PLAN” SUBJECT TO SECTION   4975 OF THE CODE OR
ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR   ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON–U.S. OR
OTHER LAW   SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR   ANY PERSON DIRECTLY OR INDIRECTLY ACQUIRING
SUCH CERTIFICATE FOR, ON BEHALF   OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS (A) IN   THE CASE
OF A CLASS A-2PFL, CLASS E, CLASS F, CLASS G. CLASS H, OR CLASS IO   CERTIFICATE, (I)  IT IS AN ACCREDITED   INVESTOR AS DEFINED
IN RULE 501(A)(1) OF REGULATION D UNDER THE SECURITIES   ACT, AND (II) SOLELY IN THE CASE
OF A CLASS A-2PFL CERTIFICATE,  THE DECISION TO ACQUIRE THIS CERTIFICATE   WAS MADE BY A QUALIFIED PROFESSIONAL ASSET MANAGER
(AS DEFINED IN PROHIBITED   TRANSACTION CLASS EXEMPTION (“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,
(B) IN THE   CASE OF A CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, OR CLASS P   CERTIFICATE, 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 TITLE I OF ERISA, ANY
“PLAN” SUBJECT TO SECTION 4975 OF THE   CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR   ARRANGEMENT
SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON–U.S. OR OTHER LAW   SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE, OR   ANY PERSON DIRECTLY OR INDIRECTLY ACQUIRING SUCH
  




G-2-3








	
  
 
  	
  
CERTIFICATE   FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE   SHALL BE DEEMED TO HAVE CERTIFIED THAT THE FOREGOING
CONDITIONS ARE   SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE   FOREGOING.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          8.          Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged,   sold, disposed of or otherwise transferred any
Certificate, any interest in   any Certificate or any other similar security to any person in any manner,   (b) solicited any offer
to buy or accept a pledge, disposition or other   transfer of any Certificate, any interest in any Certificate or any other   similar
security from any person in any manner, (c) otherwise approached or   negotiated with respect to any Certificate, any interest in any
Certificate   or any other similar security with any person in any manner, (d) made any   general solicitation by means of general
advertising or in any other manner,   or (e) taken any other action, that (in the case of any of the acts described   in clauses (a)
through (e) above) would constitute a distribution of any
Certificate under the Securities Act, would render the disposition of any   Certificate a violation of Section 5 of the Securities
Act or any state   securities law or would require registration or qualification of any   Certificate pursuant thereto.  The
Transferee will not act, nor has it authorized or will it authorize any   person to act, in any manner set forth in the foregoing
sentence with respect   to any Certificate.
  



G-2-4








	
  
 
  	
  
          9.          Check
one of the following:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
—
  	
  
The   Transferee is a U.S. Person (as defined below) and it has attached hereto an   Internal
Revenue Service (“IRS”) Form W-9 (or successor form).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
—
  	
  
1*The   Transferee is not a U.S. Person and under applicable law in effect on the
date hereof, no taxes will be required to be withheld by the Trustee (or its   agent) with respect to distributions to be made on the
Transferred   Certificate.  The Transferee has   attached hereto (i) a duly executed IRS Form W-8BEN (or successor form),
which identifies such Transferee as the beneficial owner of the Transferred   Certificate and states that such Transferee is not a
U.S. Person, (ii) two   duly executed copies of IRS Form W-8IMY (with all the appropriate   attachments), or (iii) two duly executed
copies of IRS Form W-8ECI (or   successor form), which identify such Transferee as the beneficial owner of   the Transferred
Certificate and state that interest and original issue   discount on the Transferred Certificate and Permitted Investments is, or
is   expected to be, effectively connected with a U.S. trade or business.  The Transferee agrees
to provide to the   Certificate Registrar updated IRS Form W-8BEN, IRS Form W-8IMY or IRS Form   W-8ECI, as the case may be, any
applicable successor IRS forms, or such other   certifications as the Certificate Registrar may reasonably request, on or   before
the date that any such IRS form or certification expires or becomes   obsolete, or promptly after the occurrence of any event
requiring a change in   the most recent IRS form of certification furnished by it to the Certificate   Registrar.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
For this   purpose, “U.S. Person” means a citizen or resident of the United States,
a   corporation or partnership (including an entity treated as a corporation or   partnership for federal income tax purposes)
created or organized in, or   under the laws of, the United States, any State thereof or the District of   Columbia unless in the
case of a partnership, Treasury Regulations are   adopted that provide otherwise, an estate whose income is includable in gross
income for United States federal income tax purposes regardless of its source   or a trust if a court within the United States is
able to exercise primary   supervision over the administration of the trust, and one or more United   States Persons have the
authority to control all substantial decisions of the   trust, all within the meaning of Section 7701(a)(30) of the Code.






 

	
  
 
  	
  
Very truly   yours,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  


  
	
  
 
  	
  
(Transferor)
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Title:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  
	
  


  
	
  
1          Does   not apply to
Class R-I or Class R-II Certificates.
  	
  
 
  	
  
 
  




G-2-5









ANNEX 1 TO EXHIBIT G-2


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


[For Transferees Other Than Registered Investment Companies]


          The undersigned hereby certifies as
follows to [name of Transferor] (the “Transferor”) and Wells Fargo Bank, N.A., as Certificate Registrar, with
respect to the mortgage pass-through certificate being transferred (the “Transferred Certificate”) as described in
the Transferee Certificate to which this certification relates and to which this certification is an Annex:

	
   
  	
  
          10.          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”).
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          11.          The
Transferee is a “qualified institutional buyer” as that term is defined in   Rule 144A under the Securities Act of 1933, as
amended (“Rule 144A”)   because (i) the Transferee owned and/or invested on a discretionary basis   $____________ /
_____________ in securities (other than the excluded   securities referred to below) as of the end of the Transferee’s most
recent   fiscal year (such amount being calculated in accordance with Rule 144A) [Transferee   must own and/or invest on a
discretionary basis at least $100,000,000 in   securities unless Transferee is a dealer, and, in that case, Transferee must   own
and/or invest on, a discretionary basis at least $10,000,000 in   securities.] and (ii) the Transferee satisfies the criteria in the
category   marked below.
  





	
   
  	
  
____
  	
  
 
  	
  
Corporation,   etc.  The Transferee is a corporation   (other than a bank, savings and
loan association or similar institution),   business trust, partnership, or any organization described in Section   501(c)(3) of the
Internal Revenue Code of 1986, as amended.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
____
  	
  
 
  	
  
Bank.  The Transferee (a) is a national bank or a   banking institution organized under
the laws of any State, U.S. territory or   the District of Columbia, the business of which is substantially confined to   banking and
is supervised by the State or territorial banking commission or   similar official or is a foreign bank or equivalent institution,
and (b) has   an audited net worth of at least $25,000,000 as demonstrated in its latest   annual financial statements, a copy of
which is attached hereto, as of a date   not more than 16 months preceding the date of sale of the Certificate in the   case of a
U.S. bank, and not more than 18 months preceding such date of sale   for a foreign bank or equivalent institution.
  




G-2-6








	
  
 
  	
  
____
  	
  
 
  	
  
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.)
  





	
  
 
  	
  
          12.          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.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          13.          For
purposes of determining the aggregate amount of securities owned and/or   invested on a discretionary basis by the Transferee, the
Transferee used the   cost of such securities to the Transferee, unless the Transferee reports its   securities holdings in its
financial statements on the basis of their market   value, and no current information 
  




G-2-7









	
  
 
  	
  
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.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          14.          The
Transferee acknowledges that it is familiar with Rule 144A and understands   that the parties to which this certification is being
made are relying and   will continue to rely on the statements made herein because one or more sales   to the Transferee may be in
reliance on Rule 144A.
  





	
   
  	
  
________
  	
  
 
  	
  
________
  	
  
 
  	
  
Will the   Transferee be purchasing the Transferred Certificate only for the
Transferee’s own account?
  
	
  
 
  	
  
Yes
  	
  
 
  	
  
No
  	
  
 
  





	
  
 
  	
  
          15.          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.
  
	
   
  	
  
 
  
	
  
 
  	
  
          16.          The
Transferee will notify each of the parties to which this certification is   made of any changes in the information and conclusions
herein.  Until such notice is given, the   Transferee’s purchase of the Transferred Certificate will constitute a
reaffirmation of this certification as of the date of such purchase.  In addition, if the Transferee is a bank   or savings and
loan as provided above, the Transferee agrees that it will   furnish to such parties any updated annual financial statements that
become   available on or before the date of such purchase, promptly after they become   available.
  





	
  
 
  	
  
Print Name   of Transferee
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Date:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  




G-2-8









ANNEX 2 TO EXHIBIT G-2


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


[For Transferees That Are Registered Investment Companies]


          The undersigned hereby certifies as
follows to [name of Transferor] (the “Transferor”) and Wells Fargo Bank, N.A., as Certificate Registrar, with
respect to the mortgage pass-through certificate being transferred (the “Transferred Certificate”) as described in
the Transferee Certificate to which this certification relates and to which this certification is an Annex:

	
  
 
  	
  
          17.          As
indicated below, the undersigned is the chief financial officer, a person   fulfilling an equivalent function, or other executive
officer of the entity   purchasing the Transferred Certificate (the “Transferee”) or, if the Transferee   is a
“qualified institutional buyer” as that term is defined in Rule 144A   under the Securities Act of 1933 (“Rule
144A”) because the Transferee   is part of a Family of Investment Companies (as defined below), is an   executive officer of
the investment adviser (the “Adviser”).
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          18.          The
Transferee is a “qualified institutional buyer” as defined in Rule 144A   because (i) the Transferee is an investment
company registered under the   Investment Company Act of 1940, and (ii) as marked below, the Transferee   alone owned and/or invested
on a discretionary basis, or the Transferee’s   Family of Investment Companies owned, at least $100,000,000 in securities
(other than the excluded securities referred to below) as of the end of the   Transferee’s most recent fiscal year.    For
purposes of determining the amount of securities owned by the   Transferee or the Transferee’s Family of Investment Companies,
the cost of   such securities was used, unless the Transferee or any member of the   Transferee’s Family of Investment
Companies, as the case may be, reports its   securities holdings in
its financial statements on the basis of their market   value, and no current information with respect to the cost of those
securities has been published, in which case the securities of such entity   were valued at market.
  





	
  
 
  	
  
____
  	
  
The   Transferee owned and/or invested on a discretionary basis
$           in securities   (other than the excluded securities referred to below)
as of the end of the   Transferee’s most recent fiscal year (such amount being calculated in   accordance with Rule
144A).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
____
  	
  
The   Transferee is part of a Family of Investment Companies which owned in the   aggregate
$              in securities (other than the excluded securities referred to
below) as of the   end of the Transferee’s most recent fiscal year (such amount being calculated   in accordance with Rule
144A).
  





	
   
  	
  
In the case   of a Class R-I, Class R-II, or Class Z Certificate, the Transferee is not an
“employee benefit plan” subject to Title I of ERISA or a “plan” subject to   Section 4975 of the Code or any
other retirement plan or other employee   benefit plan or arrangement subject to any federal, state, local, non-U.S. or   other law
substantively similar to the foregoing provisions of ERISA or the   Code, or any person directly or indirectly acquiring such
Certificate for, on   behalf of or with any assets of any such plan (each, a “Plan”).
  




G-2-9








	
  
 
  	
  
          19.          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).
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          20.          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.
  
	
   
  	
  
 
  
	
  
 
  	
  
          21.          The
Transferee is familiar with Rule 144A and understands that the parties to   which this certification is being made are relying and
will continue to rely   on the statements made herein because one or more sales to the Transferee   will be in reliance on Rule
144A.
  





	
  
 
  	
  
________
  	
  
 
  	
  
________
  	
  
 
  	
  
Will the   Transferee be purchasing the Transferred Certificate only for the
Transferee’s own account?
  
	
  
 
  	
  
Yes
  	
  
 
  	
  
No
  	
  
 
  





	
  
 
  	
  
          22.          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.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          23.          The
undersigned will notify the parties to which this certification is made of   any changes in the information and conclusions
herein.  Until such notice, the Transferee’s   purchase of the Transferred Certificate will constitute a reaffirmation of
this certification by the undersigned as of the date of such purchase.
  





	
   
  	
  
Print Name   of Transferee or Adviser
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  



G-2-10









EXHIBIT G-3


FORM OF TRANSFEREE CERTIFICATE


FOR NON-QIBs


[Date]


Wells Fargo Bank, N.A.
 9062 Old Annapolis Road
 Columbia, Maryland 21045-1951

	
  
Attn:
  	
  
Corporate   Trust Services (CMBS) – Wachovia Bank
  
	
  
 
  	
  
Commercial   Mortgage Trust, Commercial Mortgage Pass-Through
  
	
  
 
  	
  
Certificates,   Series 2005-C21
  
	
  
 
  	
  
 
  
	
  
Re:
  	
  
Wachovia   Bank Commercial Mortgage Trust,
  
	
  
 
  	
  
Commercial   Mortgage Pass-Through Certificates, 
  
	
   
  	
  
Series   2005-C21 (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 October 27, 2005 (the “Closing Date”) of $_____________ evidencing a __%
interest in the Class to which it belongs.  The Certificates were issued pursuant to the Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”), dated as of October 1, 2005, among Wachovia Commercial Mortgage Securities,
Inc., as depositor (the “Depositor”), Wachovia Bank, National Association, as master servicer, LNR Partners, Inc.,
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:

	
  
 
  	
  
          24.          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.
  
	
   
  	
  
 
  
	
  
 
  	
  
          25.          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 
  




G-3-1








	
  
 
  	
  
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.
  
	
   
  	
  
 
  
	
  
 
  	
  
          26.          The
Transferee understands that it may not sell or otherwise transfer any portion   of its interest in the Transferred Certificate except
in compliance with the   provisions of Section 5.02 of the Pooling and Servicing Agreement, which   provisions it has carefully
reviewed, and that the Transferred Certificate   will bear legends substantially to the following effect:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
THE   CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE   SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE   SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER
DISPOSITION OF   THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY   IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION   AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND   SERVICING
AGREEMENT REFERRED TO HEREIN.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
NO TRANSFER   OF A CERTIFICATE, OTHER THAN A CLASS A-1, CLASS A-2C, CLASS A-3, CLASS A-PB,
CLASS A-4, CLASS A-1A, CLASS A-M, CLASS A-J, CLASS B, CLASS C OR CLASS D   CERTIFICATE, OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
“EMPLOYEE   BENEFIT PLAN” SUBJECT TO TITLE I OF ERISA, ANY “PLAN” SUBJECT TO SECTION   4975 OF THE CODE OR
ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN   OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON–U.S. OR
OTHER LAW   SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR   ANY PERSON DIRECTLY OR INDIRECTLY ACQUIRING
SUCH CERTIFICATE FOR, ON BEHALF OF   OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS (A) IN THE   CASE
OF A CLASS A-2PFL, CLASS E, CLASS F, CLASS G. CLASS H, OR CLASS IO   CERTIFICATE, (I)  IT IS AN ACCREDITED   INVESTOR AS DEFINED
IN RULE 501(A)(1) OF REGULATION D UNDER THE SECURITIES ACT,   AND (II) SOLELY IN THE CASE
OF A CLASS A-2PFL CERTIFICATE,  THE DECISION TO ACQUIRE THIS CERTIFICATE   WAS MADE BY A QUALIFIED PROFESSIONAL ASSET MANAGER
(AS DEFINED IN PROHIBITED   TRANSACTION CLASS EXEMPTION (“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,   (B) IN THE CASE OF A CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, 
  



G-3-2








	
  
 
  	
  
OR CLASS P   CERTIFICATE, 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 TITLE I OF ERISA, ANY
“PLAN” SUBJECT TO SECTION 4975 OF THE   CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR   ARRANGEMENT
SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON–U.S. OR OTHER LAW   SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE, OR   ANY PERSON DIRECTLY OR INDIRECTLY ACQUIRING SUCH CERTIFICATE FOR, ON BEHALF   OF OR WITH ANY ASSETS OF ANY SUCH PLAN
(EACH, A “PLAN”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE   SHALL BE DEEMED TO HAVE CERTIFIED THAT THE
FOREGOING CONDITIONS ARE   SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE   FOREGOING.


	
  
 
  	
  
 
  
	
   
  	
  
          27.          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.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          28.          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.
  
	
  
 
  	
  
 
  
	
   
  	
  
          29.          The
Transferee has been furnished a copy of the Private Placement Memorandum   dated October 14, 2005 and has read such Private Placement
Memorandum.
  




G-3-3








	
  
 
  	
  
          30.          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.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          31.          In
the case of a Class A-2PFL Certificate, the Transfereee either (A) is not an   “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 ode, or any other retirement plan or other employee   benefit plan or arrangement subject to any federal, state,
local, non-U.S. or   other law substantively similar to the foregoing provisions of ERISA or the   Code, or any person acting on
behalf of or with any assets of any such plan   (each, a “Plan”) or (B) it is an accredited investor as defined in
Rule 501(a)(1) of Regulation D under the Securities Act. and (ii) the   decision to acquire this certificate was made by a qualified
professional   asset manager (as defined in Prohibited
Transaction Class Exemption (“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.
  
	
   
  	
  
 
  
	
  
 
  	
  
          32.          In
the case of Class E, Class F, Class G, Class H or Class IO Certificates, the   Transferee either (A) is not an “employee benefit
plan” subject to Title I of   ERISA or a “plan” subject to Section 4975 of the Code or any other retirement   plan or
other employee benefit plan or arrangement subject to any federal,   state or local, non-U.S. or other law substantively similar to
the foregoing   provisions of ERISA or the Code, or any Person directly or indirectly   acquiring such Certificate for, on behalf of
or with any assets of any such plan   (each, a “Plan”) or (B)qualifies as an accredited investor as defined   in
Rule 501(a)(1) of Regulation D under the Securities Act.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
In the case   of Class J, Class K, Class L, Class M, Class N, Class O and Class P
Certificates, the Transferee either (A) is not an “employee benefit plan”   subject to Title I of ERISA or a
“plan” subject to Section 4975 of the Code,   or any other retirement plan or other employee benefit plan or arrangement
subject to any federal, state, local non-U.S. or other law substantively   similar to the foregoing provisions of ERISA or the Code,
or any Person   acting on behalf of or with any assets of the foregoing (each, a “Plan”)   or (B) is an insurance
company general account which is eligible for, and   satisfies all of the requirements for, exemptive relief under Sections I and
III of Department of Labor Prohibited Transaction Class Exemption (“PTE   95-60”).
  
	
   
  	
  
 
  
	
  
 
  	
  
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”).
  




G-3-4








	
  
 
  	
  
          33.          Check
one of the following:
  
	
  
 
  	
  
 
  	
  
 
  
	—	 	The Transferee is a U.S. Person (as defined below) and it has attached
hereto an Internal Revenue Service (“IRS”) Form W-9 (or successor form).
	 	 	 
	
  —
  	
  
 
  	
  
 2*The Transferee is not a U.S.
Person and under applicable
law in effect on the date hereof, no taxes will be required to be withheld by
the Trustee (or its agent) with respect to distributions to be made on the
Transferred Certificate.  The Transferee has attached hereto (i) a duly
executed IRS Form W-8BEN (or successor form), which identifies such Transferee
as the beneficial owner of the Transferred Certificate and states that such
Transferee is not a U.S. Person, (ii) two duly executed copies of IRS Form
W-8IMY (with all the appropriate attachments),  or (iii) two duly executed
copies of IRS Form W-8ECI (or successor form), which identify such Transferee as
the beneficial owner of the Transferred Certificate and state that interest and
original issue discount on the Transferred Certificate and Permitted Investments
is, or is expected to be, effectively connected with a U.S. trade or
business.  The Transferee agrees to provide to the Certificate Registrar
updated IRS Form W-8BEN, IRS Form W-8IMY or IRS Form W-8ECI, as the case may be,
any applicable successor IRS forms, or such other certifications as the
Certificate Registrar may reasonably request, on or before the date that any
such IRS form or certification expires or becomes obsolete, or promptly after
the occurrence of any event requiring a change in the most recent IRS form of
certification furnished by it to the Certificate Registrar.
 




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


	
  
 
  	
  
Very truly   yours,
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
(Transferee)
  





	
  


  
	
  
2
  	
  
Does not   apply to Class R-I or Class R-II Certificates.
  




G-3-5








	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  




G-3-6









EXHIBIT H


FORM OF TRANSFEREE CERTIFICATE


[Date]


Wells Fargo Bank, N.A.
 9062 Old Annapolis Road
 Columbia, Maryland 21045-1951


	
  
Attn:
  	
  
Corporate   Trust Services (CMBS) 
  
	
  
 
  	
  
Wachovia   Bank Commercial Mortgage Trust,
  
	
  
 
  	
  
Commercial   Mortgage Pass-Through Certificates, Series 2005-C21
  
	
  
 
  	
  
 
  
	
  
Re:
  	
  
Wachovia   Bank Commercial Mortgage Trust,
  
	
  
 
  	
  
Commercial   Mortgage Pass-Through Certificates,
  
	
  
 
  	
  
Series   2005-C21 (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 October 27, 2005 (the “Closing Date”) of $_____________
evidencing a __% interest in the Classes to which they belong.  The Certificates were issued pursuant to a Pooling and Servicing
Agreement, dated as of October 1, 2005 (the “Pooling and Servicing Agreement”), among Wachovia Commercial Mortgage
Securities, Inc., as depositor, Wachovia Bank, National Association, as master servicer, LNR Partners, Inc., as special servicer and
Wells Fargo Bank, N.A., as trustee (the “Trustee”).  Capitalized terms used but not
defined herein shall have the meanings set forth in the Pooling and Servicing Agreement.  The Transferee hereby certifies,
represents and warrants to you that:


          In the case of a Class A-2PFL
Certificate, the Transfereee either (A) is not an “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 ode, or any
other retirement plan or other employee benefit plan or arrangement subject to any federal, state, local, non-U.S. or other law
substantively similar to the foregoing provisions of ERISA or the Code, or any person acting on behalf of or with any assets of any
such plan (each, a “Plan”) or (B)(i) it is an accredited investor as defined in Rule 501(a)(1) of Regulation D under
the Securities Act and (ii) the decision to acquire this certificate was made by a qualified professional asset manager (as defined
in Prohibited Transaction Class Exemption (“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.


          In the case of a Class E, Class F,
Class G, Class H or Class IO Certificate, the Transferee either (A) is not an “employee benefit plan” subject to Title I of
ERISA or a “plan” subject to Section 4975 of the Code or any other retirement plan or other employee benefit plan or
arrangement subject to any federal, state, local, non–U.S. or other law substantively similar to the foregoing provisions of
ERISA or the Code, or any Person directly or indirectly acquiring


H-1









such Certificate for, on behalf of or with any assets of any such plan (each, a
“Plan”) or (B) (1) it qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D under the
Securities.


          In the case of a Class J, Class K,
Class L, Class M, Class N, Class O and Class P Certificate, the Transferee either (A) is not an “employee benefit plan”
subject to Title I of ERISA or a “plan” subject to Section 4975 of the Code, or any other retirement plan or other employee
benefit plan or arrangement subject to any federal, state, local, non–U.S. or other law substantively similar to the foregoing
provisions of ERISA or the Code, or any Person directly or indirectly acquiring such Certificate for, on behalf of or with any assets
of any such plan (each, a “Plan”) or (B) is an insurance company general account which is eligible for, and
satisfies all of the requirements for, exemptive relief under Sections I and III of Department of Labor Prohibited Transaction Class
Exemption 95-60 (“PTE 95-60”).


          In the case of a Class R-I,
Class R-II, or Class Z Certificate, the Transferee is not an “employee benefit plan” subject to Title I of ERISA or a
“plan” described by Section 4975 of the Code or any other retirement plan or other employee benefit plan or arrangement
subject to any federal, state, local, non–U.S. or other law substantially similar to the foregoing provisions of ERISA and the
Code, or any person directly or indirectly acquiring such Certificate for, on behalf of or with any assets of any such plan (each, a
“Plan”).


          IN WITNESS WHEREOF, the undersigned
has executed this certificate as of the date first written above.

	
  
 
  	
  


  
	
  
 
  	
  
(Name of Transferee)
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  




H-2









EXHIBIT I-1


FORM OF TRANSFER AFFIDAVIT AND AGREEMENT


PURSUANT TO SECTION 5.02(d)(i)(B)

	
  
STATE OF   NORTH CAROLINA
  	
  
)
  
	
   
  	
  
) ss.:
  
	
  
COUNTY OF   MECKLENBURG
  	
  
)
  




                    [NAME
OF OFFICER], being first duly sworn, deposes, and represents and warrants:

	
  
 
  	
  
          34.          That
he is a [Title of Officer] of [Name of Owner] (the “Owner”), a   corporation duly organized and existing under the
laws of the [State of   ___________] [the United States], and the owner of the Wachovia Commercial   Mortgage Securities, Inc.,
Commercial Mortgage Pass-Through Certificates,   Series 2005-C21, 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 October 1, 2005, among Wachovia Commercial
Mortgage   Securities, Inc., as Depositor, Wachovia Bank, National Association, as   Master Servicer, LNR Partners, Inc., as Special
Servicer and Wells Fargo   Bank, N.A., as Trustee.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
          35.          That
the Owner (i) is and will be a “Permitted Transferee” as of ________, _______   and (ii) is acquiring the Class [R-I]
[R-II] Certificates for its own account   or for the account of another Owner from which it has received an affidavit   in
substantially the same form as this affidavit.  A “Permitted Transferee” is any person other than a
Disqualified Organization, a Plan or a Non-United States Person.  For this purpose, a “Disqualified
Organization” means any of the following: (i) the United States or a   possession thereof, any State or any political
subdivision thereof, or any   agency or instrumentality of any of the foregoing (other than an   instrumentality which is a
corporation if all of its activities are subject   to tax and, except for FHLMC, a majority of its board of
directors is not   selected by any such governmental unit), (ii) a foreign government,   international organization, or any agency or
instrumentality of either of the   foregoing, (iii) any organization (except certain farmers’ cooperatives   described in
Section 521 of the Internal Revenue Code of 1986, as amended   (the “Code”)) which is exempt from the tax imposed by
Chapter 1 of the   Code (unless such organization is subject to the tax imposed by Section 511   of the Code on unrelated business
taxable income), (iv) rural electric and   telephone cooperatives described in Section 1381 of the Code or (v) any other   Person so
designated by the Trustee or the Certificate Registrar based upon   an Opinion of Counsel that the holding of an Ownership Interest
in a Class   [R-I] [R-II] Certificate by such Person may cause the Trust Fund or any   Person having an Ownership Interest in any
Class of Certificates, other than   such Person, to incur a liability for any federal tax
imposed under the Code   that would not otherwise be imposed but for the Transfer of an Ownership   Interest in a Class [R-I] [R-II]
Certificate to such Person.  The terms “United States”, “State”   and “international
organization” shall have the meanings set forth in   Section 7701 of the Code or successor provisions.
  



I-1-1








	
  
 
  	
  
          36.          A
“Non-United States Person” is any Person (i) other than a United   States Person or (ii) who is a United States
Person with respect to whom   income on the Class [R-I] [R-II] Certificate is allocable to a foreign   permanent establishment or
fixed base (within the meaning of an applicable   income tax treaty) of such Person or any other United States Person.  A
“United States Person” is a   citizen or resident of the United States, a corporation or partnership   (including an
entity treated as a corporation or partnership for federal   income tax purposes) created or organized in, or under the laws of the
United   States, any State thereof or the District of Columbia unless, in the case of   a partnership, Treasury Regulations are
adopted that provide otherwise, an   estate whose income is includable
in gross income for United States federal   income tax purposes regardless of its source, or a trust if a court within   the United
States is able to exercise primary supervision over the   administration of the trust and one or more United States Persons have
the   authority to control all substantial decisions of the trust, all within the meaning   of Section 7701(a)(30) of the Code or, to
the extent provided in applicable   Treasury regulations, certain trusts in existence on August 20, 1996, that   are eligible to
elect to elect to be treated as United States Persons.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
          37.          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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
          38.          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.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
          39.          That
the Owner is aware that the Certificate Registrar will not register the   transfer of any Class [R-I] [R-II] Certificate unless the
transferee, or the   transferee’s agent, delivers to the Trustee, among other things, an affidavit   in substantially the same
form as this affidavit.  The Owner expressly agrees that it will not consummate any such   transfer if it knows or believes that
any of the representations contained in   such affidavit and agreement are false.
  




I-1-2








	
  
 
  	
  
          40.          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.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
          41.          That
the Owner’s taxpayer identification number is _____________.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
          42.          That
the Owner has reviewed the restrictions set forth on the face of the Class   [R-I] [R-II] Certificates and the provisions of Section
5.02 of the Pooling   and Servicing Agreement under which the Class [R-I] [R-II] Certificates were   issued (and, in particular, the
Owner is aware that such Section authorizes   the Trustee to deliver payments to a person other than the Owner and   negotiate a
mandatory sale by the Trustee in the event that the Owner holds   such Certificate in violation of Section 5.02); and that the Owner
expressly   agrees to be bound by and to comply with such restrictions and provisions.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
          43.          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.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
          44.          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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
          45.          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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
          46.          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.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
          47.          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.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
          48.          That
the Owner will, in connection with any transfer that it makes of the Class   [R-I] [R-II] Certificates, obtain from its transferee
the representations   required by Section 5.02(d) of the Pooling and Servicing Agreement under   which the Class [R-I] [R-II]
Certificates were issued and will not consummate   any such transfer if it knows, or knows facts that should lead it to believe,
that any such representations are false.
  




I-1-3








	
   
  	
  
          49.          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”.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          50.          Check
the applicable paragraph:
  




                    
o           The present value of the anticipated tax liabilities
associated with holding the [R-I] [R-II] Certificate, as applicable, does not exceed the sum of:

	 
	 (i)
	 the present value of any consideration given to the Owner
to acquire such [R-I] [R-II] Certificate;

	  
	  
	  

	  
	 (ii)
	 the present value of the expected future distributions on such [R-I]
[R-II] Certificate; and

	  
	  
	  

	  
	 (iii)
	 the present value of the anticipated tax savings associated with
holding such [R-I] [R-II] Certificate as the related REMIC generates losses.




 For purposes of this calculation, (i) the Owner is assumed to pay tax at the highest
rate currently specified in Section 11(b) of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the
highest rate specified in Section 11(b) of the Code if the Owner has been subject to the alternative minimum tax under Section 55 of
the Code in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax
rate) and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the Owner.

                    
o           The transfer of the [R-I] [R-II] Certificate complies with
U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

	 	 	 
	
  
 
  	
  
(iv)
  	
  
the Owner is   an “eligible corporation,” as defined in U.S. Treasury Regulations
Section   1.860E-1(c)(6)(i), as to which income from the [R-I] [R-II] Certificate will   only be taxed in the United
States;
  
	 	 	 
	
  
 
  	
  
(v)
  	
  
at the time   of the transfer, and at the close of the Owner’s two fiscal years
preceding   the year of the transfer, the Owner had gross assets for financial reporting   purposes (excluding any obligation of a
person related to the Owner  within the meaning of U.S. Treasury   Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
million and net   assets in excess of $10 million;
  






I-1-4








	
  
 
  	
  
(vi)
  	
  
the Owner   will transfer the [R-I] [R-II] Certificate only to another “eligible
corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i),   in a transaction that satisfies the
requirements of Sections   1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5) of the U.S.   Treasury Regulations;
and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(vii)
  	
  
the Owner   determined the consideration paid to it to acquire the [R-I] [R-II]   Certificate
based on reasonable market assumptions (including, but not   limited to, borrowing and investment rates, prepayment and loss
assumptions,   expense and reinvestment assumptions, tax rates and other factors specific to   the Owner) that it has determined in
good faith.
  




                      
o         None of the above.


I-1-5









          IN WITNESS WHEREOF, the Owner has
caused this instrument to be executed on its behalf, by its [Title of Officer] and Authorized Signatory, attested by its Assistant
Secretary, this ____ day of _____, ___.

	
  
 
  	
  
 
  	
  
[NAME OF   OWNER]
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
By:
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  	
  
[Name of   Officer]
  
	
  
 
  	
  
 
  	
  
 
  	
  
[Title of   Officer]
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  


  	
  
 
  	
  
 
  	
  
 
  
	
  
[Assistant]   Secretary
  	
  
 
  	
  
 
  	
  
 
  



          Personally appeared before me
the above-named [Name of Officer], known or proved to me to be the same person who executed the foregoing instrument and to be [Title
of Officer], and acknowledged to me that he executed the same as his free act and deed and the free act and deed of the
Owner.


          Subscribed and sworn before me this
____ day of _____, _____.

	
  
 
  	
  
 
  	
  


  
	
  
 
  	
   
 	
  
NOTARY PUBLIC
  
	
  
 
  	
   
 	
   
 
	
  
 
  	
   
 	
   
 
	
  
 
  	
  
COUNTY OF
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
STATE OF
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
My   Commission expires the
  
	
  
 
  	
  
     ____   day of ___________, ____.
  




I-1-6









EXHIBIT I-2


FORM OF TRANSFEROR CERTIFICATE


PURSUANT TO SECTION 5.02(d)(i)(D)


[Date]


Wells Fargo Bank, N.A.
 9062 Old Annapolis Road
 Columbia, Maryland 21045-1951


	
  
Attn:  
  	
  
Corporate   Trust Services (CMBS)
  
	
  
 
  	
  
Wachovia   Bank Commercial Mortgage Trust,
  
	
  
 
  	
  
Commercial   Mortgage Pass-Through Certificates, Series 2005-C21
  
	
  
 
  	
  
 
  
	
  
Re:
  	
  
Wachovia   Bank Commercial Mortgage Trust, 
  
	
  
 
  	
  
Commercial   Mortgage Pass-Through Certificates, 
  
	
  
 
  	
  
Series   2005-C21, 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 October 1, 2005, among Wachovia Commercial Mortgage Securities, Inc., as depositor, Wachovia Bank,
National Association, as master servicer, LNR Partners, Inc., 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:

	
  
 
  	
  
          51.          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.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          52.          The
Transferor understands that the Transferee has delivered to you a Transfer   Affidavit and Agreement in the form attached to the
Pooling and Servicing   Agreement as Exhibit I-1.  The   Transferor does not know or believe that any representation contained
therein   is false.
  
	
   
  	
  
 
  
	
  
 
  	
  
          53.          The
Transferor at the time of this transfer has conducted a reasonable   investigation of the financial condition of the Transferee as
contemplated by   Treasury regulation section 1.860E-1(c)(4)(i) and, as a result of that   investigation, the Transferor has
determined that the Transferee has   historically paid its debts as they became due and has found no significant   evidence to
indicate that the Transferee will not continue to pay its debts   as they become due in the future.
  




I-2-1








	
  
 
  	
  
          54.          The
Transferor understands that the transfer of the Class [R-I] [R-II]   Certificates may not be respected for United States income tax
purposes (and   the Transferor may continue to be liable for United States income taxes   associated therewith) unless the test
described above in Paragraph 3 has been   met as to any transfer.
  





	
   
  	
  
Very truly   yours,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  



I-2-2









EXHIBIT J-1


FORM OF NOTICE AND ACKNOWLEDGMENT


[Date]


Standard & Poor’s Rating Services,
 a division of The McGraw-Hill Companies,
Inc.
 56 Water Street
 New York, New York  10041-0003
 Attention: CMBS Surveillance Group


Moody’s Investors Service, Inc.
 99 Church Street
 New York, New York 
10007
 Attention: Commercial Mortgage Surveillance


Fitch, Inc.
One State Street Plaza
 New York, New York  10004
 Attention:
Commercial Mortgage Surveillance


Ladies and Gentlemen:


          This notice is being delivered
pursuant to Section 6.09 of the Pooling and Servicing Agreement (the “Agreement”) dated as of October 1, 2005
relating to Wachovia Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C21.  Any term with
initial capital letters not otherwise defined in this notice has the meaning given such term in the Agreement.


          Notice is hereby given that the
Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class have designated
___________________ to serve as the Special Servicer under the Agreement.


          The designation of
____________________ as Special Servicer will become final if certain conditions are met and on the date you will deliver to Wells
Fargo Bank, N.A., the trustee under the Agreement (the “Trustee”), a written confirmation stating that the
appointment of the person designated to become the Special Servicer will not result in the qualification, downgrading or withdrawal
of the rating or ratings assigned to one or more Classes of the Certificates.


          Please acknowledge receipt of
this notice by signing the enclosed copy of this notice where indicated below and returning it to the Trustee, in the enclosed
stamped self-addressed envelope.


J-1-1








	
  
 
  	
  
 
  	
  
 
  	
  
Very truly   yours,
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
WELLS FARGO   BANK, N.A.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
By:
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  	
  
Name:
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
Receipt and   acknowledged:
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
Standard   & Poor’s Rating Services
  	
  
 
  	
  
 
  	
  
Fitch, Inc.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
By:
  	
  
 
  	
  
 
  	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  
 
  	
  


  
	
  Title:
  	
  
 
  	
  
 
  	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  
 
  	
  


  
	
  
Date:
  	
  
 
  	
  
 
  	
  
 
  	
  
Date:
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  
 
  	
  


  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
Moody’s   Investors Service, Inc.
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
By:
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  Title:
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
Date:
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  
 
  	
  
 
  



J-1-2









EXHIBIT J-2


FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER


[Date]


Wells Fargo Bank, N.A.
 9062 Old Annapolis Road
 Columbia, Maryland 21045-1951

	
  
Attn:
  	
  
Corporate   Trust Services (CMBS)
  
	
  
 
  	
  
Wachovia   Bank Commercial Mortgage Trust,
  
	
  
 
  	
  
Commercial   Mortgage Pass-Through Certificates,
  
	
  
 
  	
  
Series   2005-C21
  




Ladies & Gentlemen:


          Pursuant to Section 6.09 of the
Pooling and Servicing Agreement dated as of October 1, 2005 relating to Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2005-C21 (the “Agreement”), the undersigned hereby agrees with all the other
parties to the Agreement that the undersigned shall serve as Special Servicer under, and as defined in, the Agreement.  The
undersigned hereby acknowledges that, as of the date hereof, it is and shall be a party to the Agreement and bound thereby to the
full extent indicated therein in the capacity of Special Servicer.  The undersigned hereby makes, as of the date hereof, the
representations and warranties set forth in Section 3.23(b) of the Agreement as if it were the Special Servicer thereunder.


	
  
 
  	
  


  	
  


  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
    Name:
  	
   
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
    Title:
  	
   
  
	
   
  	
  
 
  	
  


  




J-2-1









EXHIBIT K-1


FORM OF CERTIFICATEHOLDER CONFIRMATION CERTIFICATE


REQUEST BY BENEFICIAL HOLDER


[Date]


Wells Fargo Bank, N.A.
 9062 Old Annapolis Road
 Columbia, Maryland 21045-1951

	
  
Attn:
  	
  
Corporate   Trust Services (CMBS)
  
	
  
 
  	
  
Wachovia   Bank Commercial Mortgage Trust,
  
	
  
 
  	
  
Commercial   Mortgage Pass-Through Certificates,
  
	
  
 
  	
  
Series   2005-C21
  




Wachovia Bank, National Association
 8739 Research Drive – URP4
 Charlotte, North
Carolina  28262-1075


	
  
Attn:
  	
  
Wachovia   Bank Commercial Mortgage Trust,
  
	
  
 
  	
  
Commercial   Mortgage Pass-Through Certificates,
  
	
  
 
  	
  
Service   2005-C21
  




LNR Partners, Inc.
 1601 Washington Avenue, Suite 800
 Miami Beach, Florida 33139

Attn:  Randy Wolpert

	
  
Re:
  	
  
Wachovia   Bank Commercial Mortgage Trust,
  
	
  
Commercial   Mortgage Pass-Through Certificates, Series 2005-C21
  




          In accordance with Section 3.15 of
the Pooling and Servicing Agreement dated as of October 1, 2005 (the “Pooling and Servicing Agreement”), among
Wachovia Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Wachovia Bank, National Association,
as master servicer (the “Master Servicer”), LNR Partners, Inc., as special servicer (the “Special
Servicer”) and Wells Fargo Bank, N.A., as trustee (the “Trustee”), with respect to the Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C21 (the “Certificates”), the
undersigned hereby certifies and agrees as follows:


	
  
 
  	
  
          55.          The
undersigned is a beneficial owner of the Class ____ Certificates.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          56.          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”).
  




K-1-1








	
  
 
  	
  
          57.          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.
  
	
   
  	
  
 
  
	
  
 
  	
  
          58.          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.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          59.          The
undersigned shall be fully liable for any breach of this agreement by itself   or any of its Representatives and shall indemnify the
Depositor, the Trustee,   the Master Servicer, the Special Servicer and the Trust for any loss,   liability or expense incurred
thereby with respect to any such breach by the   undersigned or any of its Representatives.
  




          IN WITNESS WHEREOF, the undersigned
has caused its name to be signed hereto by its duly authorized officer, as of the day and year written above.

	
   
  	
  


  	
  


  
	
  
 
  	
  
BENEFICIAL HOLDER OF A
  
	
  
 
  	
  
CERTIFICATE
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
   
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Phone:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  




K-1-2









EXHIBIT K-2


FORM OF PROSPECTIVE PURCHASER CERTIFICATE


[Date]


Wells Fargo Bank, N.A.
 9062 Old Annapolis Road
 Columbia, Maryland 21045-1951

	
  
Attn:
  	
  
Corporate   Trust Services (CMBS)
  
	
  
 
  	
  
Wachovia   Bank Commercial Mortgage Trust,
  
	
   
  	
  
Commercial   Mortgage Pass-Through Certificates,
  
	
  
 
  	
  
Series   2005-C21
  




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   2005-C21
  




LNR Partners, Inc.
 1601 Washington Avenue, Suite 800
 Miami Beach, Florida 33139

Attention:  Randy Wolpert

	
  
Re:
  	
  
Wachovia   Bank Commercial Mortgage Trust
  
	
   
  	
  
Commercial   Mortgage Pass-Through Certificates,
  
	
  
 
  	
  
Series   2005-C21 (the “Certificates”)
  




          In accordance with Section 3.15 of
the Pooling and Servicing Agreement, dated as of October 1, 2005 (the “Pooling and Servicing Agreement”), among
Wachovia Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Wachovia Bank, National Association,
as master servicer (the “Master Servicer”), LNR Partners, Inc., as special servicer (the “Special
Servicer”) and Wells Fargo Bank, N.A., as trustee (the “Trustee”), with respect to the Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C21 (the “Certificates”), the
undersigned hereby certifies and agrees as follows:

	
  
 
  	
  
          60.          The
undersigned is contemplating an investment in the Class __ Certificates.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          61.          The
undersigned is requesting access to the information posted to the Trustee’s   Internet Website pursuant to Section 4.02 of the
Pooling and Servicing   Agreement, or the information identified on the schedule attached hereto   pursuant to Section 3.15 of the
Pooling and Servicing Agreement (the “Information”)   for use in evaluating such possible investment.





K-2-1








	
  
 
  	
  
          62.          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.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          63.          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.
  
	
  
 
  	
  
 
  
	
   
  	
  
          64.          The
undersigned shall be fully liable for any breach of this agreement by itself   or any of its Representatives and shall indemnify the
Depositor, the Trustee,   the Master Servicer, the Special Servicer and the Trust for any loss,   liability or expense incurred
thereby with respect to any such breach by the   undersigned or any of its Representatives.
  




          IN WITNESS WHEREOF, the undersigned
has caused its name to be signed hereto by its duly authorized officer, as of the day and year written above.

	
  
 
  	
  


  




K-2-2








	
   
 	
  


  	
  


  
	
   
 	
   
 	
  
[PROSPECTIVE PURCHASER]
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Phone:
  	
  
 
  
	
   
  	
  
 
  	
  


  




K-2-3









EXHIBIT L


INITIAL COMPANION HOLDERS

	
  
Name:
  	
  
LaSalle Bank National   Association, as Trustee for the Wachovia Commercial Mortgage
Securities,   Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-C20, with   respect to the NGP Rubicon GSA Pool
Companion Loan
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Address:
  	
  
135 South LaSalle Street,   Suite 1625, Chicago, Illinois 60603
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
Wiring Instructions:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Tax   Identification Number:
  
	
  
 
  	
  
 
  
	
  
Name:
  	
  
LaSalle Bank National   Association, as Trustee for the Wachovia Commercial Mortgage
Securities,   Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-C20, with   respect to the 1000 & 1100 Wilson
Companion Loan
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Address:
  	
  
135 South   LaSalle Street, Suite 1625, Chicago, Illinois 60603
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Wiring   Instructions:
  
	
   
  	
  
 
  
	
  
 
  	
  
Tax   Identification Number:
  
	
  
 
  	
  
 
  
	
  
Name:
  	
  
Arbor Realty Funding LLC,   with respect to the Metropolitan Square Companion Loan


	
  
 
  	
  
 
  
	
  
 
  	
  
Address:
  	
  
333 Ovington   Boulevard, Uniondale, New York 11553
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Wiring   Instructions:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Tax   Identification Number:
  
	
   
  	
  
 
  
	
  
Name:
  	
  
Nomura   Capital & Credit, Inc., with respect to the San Felipe Plaza Companion
Loan.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Address:
  	
  
Two World   Financial Center, Building B, New York, New York 10281
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Wiring   Instructions:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Tax   Identification Number:
  
	
  
 
  	
  
 
  
	
  Name:
  	
  
Nomura   Capital & Credit, Inc., with respect to the 2500 City West Companion
Loan.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Address:
  	
  
Two World   Financial Center, Building B, New York, New York 10281
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Wiring   Instructions:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Tax Identification   Number:
  




L-1








	
  Name:
  	
  
Wachovia   Bank, National Association, with respect to the Bryan Tower Companion
Loan.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Address:
  	
  
301 South   College Street, Charlotte, North Carolina 28288-0166
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Wiring   Instructions:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Tax Identification   Number:
  
	
  
 
  	
  
 
  
	
  
Name:
  	
  
Capital   Lease, L.P., with respect to the FBI Office Building Companion Loan.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
Address:
  	
  
110 Maiden   Lane, 36th Floor, New York, New York 10005
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Wiring   Instructions:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Tax   Identification Number:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Name:
  	
  
Capital   Lease, L.P., with respect to the Abbott Laboratories Companion Loan.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
Address:
  	
  
110 Maiden   Lane, 36th Floor, New York, New York 10005
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Wiring   Instructions:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Tax   Identification Number:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Name:
  	
  
Capital   Lease, L.P., with respect to the Lowe’s – Windham, ME Companion
Loan.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
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 Sonoma Valley Inn   Companion
Loan.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Address:
  	
  
51 JFK   Parkway, Fourth Floor East, Short Hills, NJ    07078
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
Wiring   Instructions:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Tax   Identification Number:
  
	
  
 
  	
  
 
  
	
  
Name:
  	
  
CBA -   Mezzanine Capital Finance, LLC, with respect to the Holiday Inn Express and   Suites
– Tampa, FL Companion Loan.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Address:
  	
  
51 JFK   Parkway, Fourth Floor East, Short Hills, NJ    07078
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Wiring   Instructions:
  
	
   
  	
  
 
  
	
  
 
  	
  
Tax   Identification Number:
  




L-2









EXHIBIT M


FORM OF BRYAN TOWER INTERCREDITOR AGREEMENT


M-1









INTERCREDITOR AGREEMENT AMONG NOTE HOLDERS


Dated as of [___________________]


by and between


WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF
 WACHOVIA BANK COMMERCIAL
MORTGAGE TRUST, COMMERCIAL MORTGAGE
 PASS-THROUGH CERTIFICATEES, SERIES 2005-C21


(A Note Holder)


WACHOVIA BANK, NATIONAL ASSOCIATION


(Co-Lender)


and


CBA-MEZZANINE CAPITAL FINANCE, LLC,


(B Note Holder)









                    THIS
INTERCREDITOR AGREEMENT AMONG NOTE HOLDERS, dated as of [___________________], by and among WELLS FARGO BANK, N.A., as Trustee for
the Registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C21 c/o
Wachovia Bank, National Association  having an office at 301 South College Street, Charlotte, North Carolina 28288 (together
with its permitted successors and assigns, the “A Note Holder”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national
banking association having an office at 301 South College Street, Charlotte, North Carolina 28288 (together with its permitted
successors and assigns, the “Co-Lender”) and CBA-MEZZANINE CAPITAL FINANCE, LLC, a Delaware limited liability
company, having an office at 51 JFK Parkway, Fourth Floor East, Short
Hills, NJ 07078 (together with its permitted successors and assigns, the “B Note  Holder”)  (The A Note
Holder and the B Note Holder are, collectively, the “Lenders”).


W I T N E S S E T H:


                    WHEREAS,
the Wachovia Bank, National Association (“Original Lender”) originated that certain loan in the original principal sum of
$[________________] (“Original Loan”) to [___________________], a [___________________] (the “Borrower”),
which is secured, inter alia, by that certain mortgage and security agreement from Borrower to the Original Lender (as
amended, modified or supplemented, the “Mortgage”), dated as of [___________________], 2005, on certain premises
known as and by street address [___________________], as more particularly described on Exhibit A attached hereto and made a part
hereof (the “Mortgaged Property”);


                    WHEREAS,
the Mortgage originally secured a certain note in the original principal sum of $[________________] (together with any and all
renewals, amendments, modifications, consolidations and extensions thereof, the “Original Note”);


                    WHEREAS,
the Original Note has been severed into two (2) separate and distinct obligations represented by that certain Substitute Promissory
Note A in the original  principal amount of $[________________] (together with any and all renewals, amendments, modifications,
consolidations and extensions thereof, the “A Note”) and that certain Substitute Promissory Note B in the original
principal amount of $[________________] (together with any and all renewals, amendments, modifications, consolidations and extensions
thereof, the “B Note”);


                    WHEREAS,
the portion of the Original Loan evidenced by the A Note shall be identified as the “A Loan” and the portion of the
Original Loan evidenced by the B Note shall be identified as the “B Loan” and which, together with the A Loan, shall
be collectively referred to as the “Mortgage Loan(s)”.  The Mortgage Loans are further described on Exhibit B
attached hereto and made a part hereof;


                    WHEREAS,
the Original Lender assigned and transferred to the B Note Holder, the B Note together with an undivided ownership interest in the
Mortgage Loan Documents (exclusive of the A Note) (the “Original Assignment”);


1









                    WHEREAS,
the Original Lender and the Co-Lender, in connection with the Original Assignment, entered into that certain Intercreditor and
Servicing Agreement on [___________________], 2005 (the “Original Intercreditor Agreement”);  


                    WHEREAS,
the Co-Lender is now assigning and transferring to the B Note Holder, the B Note together with an undivided ownership interest in the
Loan Documents (exclusive of the A Note) (the “Current Assignment”);


                    WHEREAS,
the Original Lender and the B Note Holder are parties to that certain Seller-Servicer Agreement dated [___________________] (as the
same may be further amended, the “Seller-Servicer Agreement”);


                    WHEREAS,
the A Note Holder is the current holder of the A Note together with an undivided ownership interest in the Loan Documents (exclusive
of the B Note);


                    WHEREAS,
the Current Assignment is pursuant to the Seller-Servicer Agreement as qualified by that certain Letter Agreement by and between the
A Note Holder and the B Note Holder, dated the date hereof; and


                    WHEREAS,
in connection with the Current Assignment, the Co-Lender, the A Note Holder and the B Note Holder desire to enter into this Agreement
to (i) effectively terminate and replace the Original Intercreditor Agreement and (ii) memorialize the terms under which the A Note
Holder and the B Note Holder, and their successors and assigns, shall hold the A Note and the B Note, respectively.


                    NOW,
THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto mutually agree as follows:


                    1.          Definitions;
Conflicts.  The Recitals above are incorporated into and made a part of this Agreement.  References to a
“Section” or the “Recitals” are, unless otherwise specified, to a Section or the Recitals of this
Agreement.  Whenever used in this Agreement, the following terms shall have the respective meanings set forth below unless the
context clearly requires otherwise.


                    “Affiliate”
shall mean, with respect to any specified Person, (a) any other Person controlling or controlled by or under common control with such
specified Person (each a “Common Control Party”), (b) any other Person owning, directly or indirectly, more than
fifty (50%) percent of the beneficial interests in such Person or (c) any other Person in which such Person or a Common Control Party
owns, directly or indirectly, more than fifty (50%) percent of the beneficial interests; provided that for purposes of the definition
of “Qualified Transferee”, an Affiliate must satisfy clause (a) of this definition and either clause (b) or clause (c) of
this definition.  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.


2









                    “Agreement”
shall mean this Intercreditor Agreement Among Note Holders, any and all the exhibits and schedules hereto and all amendments hereof
and supplements hereto.


                    “A
Loan” shall have the meaning assigned such term in the Recitals. 


                    “A
Note” shall have the meaning assigned such term in the Recitals.


                    “A
Note Collection Account” shall mean any collection sub-account established for the benefit of the A Note Holder pursuant to
the Securitization (A Loan) Servicing Agreement.


                    “A
Note Default Rate” or “A Note Default Interest Rate” shall mean the A Note Default Interest Rate set forth
in the Mortgage Loan Schedule.


                    “A
Note Holder” shall have the meaning assigned such term in the Recitals and any subsequent holder of the A Note.


                    “A
Note Interest Rate” shall mean the A Note Interest Rate set forth in the Mortgage Loan Schedule.


                    
“A Note Percentage Interest” shall mean, as of any date, the ratio of the A Note Principal Balance to the Mortgage
Loan Principal Balance.


                    “A
Note Principal Balance” shall mean, at any time of determination, the initial A Note Principal Balance as set forth in the
Mortgage Loan Schedule, less any payments of principal thereon.


                    
“B Loan” shall have the meaning assigned such term in the Recitals. 


                    “B
Note” shall have the meaning assigned such term in the Recitals. 


                    “B
Note Collection Account” shall mean any collection sub-account established for the benefit of the B Note Holder pursuant to
the Securitization (B Loan) Servicing Agreement.


                    “B
Note Default Rate” or “B Note Default Interest Rate” shall mean the B Note Default Interest Rate set forth
in the Mortgage Loan Schedule. 


                    “B
Note Holder” shall have the meaning assigned such term in the Recitals and any subsequent holder of the B Note.  
In the event that the B Note is included in a Securitization, for purposes hereof “B Note Holder” shall be deemed to be the
Trustee in such Securitization.


                    “B
Note Holder Repurchase Notice” shall have the meaning assigned to such term in Section 8.


                    “B
Note Interest Rate” shall mean the B Note Interest Rate set forth in the Mortgage Loan Schedule.


3









                    “B
Note Percentage Interest” shall mean, as of any date, the ratio of the B Note Principal Balance to the Mortgage Loan
Principal Balance.


                    
“B Note Principal Balance” shall mean, at any time of determination, the initial B Note Principal Balance as set
forth in the Mortgage Loan Schedule, less any payments of principal thereon or other reductions in such amount.


                    “Borrower”
shall have the meaning assigned such term in the Recitals.


                    “Borrower
Affiliate” shall mean, with respect to Borrower, (a) any other Person controlling or controlled by or under common control
with Borrower (each, a “Common Control Party”), (b) any other Person owning, directly or indirectly, ten percent
(10%) or more of the beneficial interests in Borrower, or (c) any other Person in which Borrower or a Common Control Party owns,
directly or indirectly, ten percent (10%) or more of the beneficial interests.  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, relation to individuals or
otherwise, and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.  Further, “control” shall include, with respect to
a Securitization of the related B Loan, any party in (a), (b) or (c) above which owns fifty (50%) percent or more of the bonds,
certificates or interests of such Securitization or fifty (50%) percent or more of the “controlling class” and/or the most
subordinate class therein; provided that, except with respect to the exercise of the purchase option pursuant to the provisions of
Section 8 hereof, no such owner of 50% or more of such controlling class and/or most subordinate class in a Securitization which has
been rated by one or more Rating Agencies shall be or be deemed to be a Borrower or a Borrower Affiliate or in “control” or
a holder of the B Note or any interest therein.  


                    “Business
Day” means any day that is not a Saturday or Sunday and that is not a legal holiday in New York, New York, Charlotte, North
Carolina or any other city which serves as the principal place of business for the Original Lender (including, without limitation,
after a Securitization, any trustee or servicer under the related pooling agreement) nor a day on which banking institutions or
savings associations in any of the foregoing cities are closed for business.


                    “Code”
shall mean the Internal Revenue Code of 1986 and regulations promulgated thereunder, as the same are amended, modified or replaced
from time to time.


                    “Collateral
Agent” shall be the named holder of record of the Mortgage Loan Documents other than the A Note and the B Note as provided
in and in accordance with Section 25 and to include Wachovia Bank, National Association and, after the Securitization of the A
Loan, the Trustee or the Servicer under such Securitization.


                    “Defaulted
Mortgage Loan Purchase Price” shall have the meaning assigned to such term in Section 8.


                    “Depositor”
shall mean the Person that serves as the depositor in connection with a Securitization of loans including the A Loan or the B Loan,
as applicable.


4









                    “Event
of Default” shall mean a default beyond any applicable notice or cure period under any Mortgage Loan Document.


                    “Material
Default” shall have the meaning assigned such term in Section 3(b).


                    
“Mortgage” shall have the meaning assigned such term in the Recitals.


                    
“Mortgage Loan Borrower Related Parties” shall have the meaning assigned such term in Section 15.


                    “Mortgage
Loan Documents” (or “Loan Documents”) shall mean the A Note, the B Note, the Mortgage, and all other documents
evidencing, securing or otherwise relating to the Mortgage Loans.


                    “Mortgage
Loan Principal Balance” shall mean, at any date of determination, the sum of the A Note Principal Balance and the B Note
Principal Balance.


                    “Mortgage
Loan Schedule” shall mean the schedule attached hereto and made a part hereof as Exhibit B, which schedule sets forth
certain information regarding the Mortgage Loans.


                    
“Mortgage Loan(s)” shall have the meaning assigned such term in the Recitals.


                    
“Mortgaged Property” shall have the meaning assigned such term in the Recitals.


                    
“Percentage Interest” shall mean, with respect to the A Note Holder, the A Note Percentage Interest and, with
respect to the B Note Holder, the B Note Percentage Interest.


                    “Person”
shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, governmental authority or other entity of whatever nature.


                    “Prepayment
Premium” shall mean any prepayment premium, yield maintenance premium or similar fee required to be paid in connection with
a prepayment of the Mortgage Loans.


                    “Purchase
Date” shall mean the date when the B Note Holder funded the B Loan or purchased the B Loan from the A Note Holder.



                    “Qualified
Servicer”  means a master servicer that satisfies the following requirements with respect to each Rating Agency that
then rates any securities issued in a Securitization of the A Loan or B Loan, as applicable:   (i) in the case of Fitch,
the servicer has a rating of at least CMS3,  (ii) in the case of S&P, the servicer is on S&P’s list of approved
master servicers and (iii) in the case of Moody’s, the servicer is rated as an acceptable master servicer. 


                    “Qualified
Special Servicer” means a special servicer that satisfies the following requirements with respect to each Rating Agency that
then rates any securities issued in a Securitization of the A Loan or B Loan, as applicable:  (i) in the case of Fitch, the
special servicer has a rating of at least CSS3, (ii) in the case of S&P, the special servicer is on S&P’s list of
approved special servicers and (iii) in the case of Moody’s, the special servicer is rated as an acceptable special
servicer.


5









                    “Qualified
Transferee” means one or more of (i) (a) an Affiliate of the B Note Holder or (b) Merrill Lynch Mortgage Capital, Inc.
(together with its Affiliates, “Merrill”), or (c) Cheslock-Bakker Opportunity Fund, L.P. or CBA-Mezzanine
Capital Finance, LLC, CBA-Mezzanine Capital Investors, LLC, Cheslock, Bakker and Associates, Inc., CBA-Mezzanine Capital Funding,
Ltd., or CBA-Mezzanine Capital Holdings, LLC (together with their Affiliates, “CBA”), (ii) a bank, savings and loan
association, investment bank, insurance company, real estate investment trust, trust company, commercial credit corporation,
government entity or plan, pension fund or pension advisory firm, (iii) an investment company, money management firm or
“qualified institutional buyer” within the meaning of Rule 144A
under the Securities Act of 1933, as amended, which is regularly engaged in the business of making or owning mezzanine loans of
similar types to the B Loan, (iv) a Qualified Trustee in connection with the creation of collateralized debt obligations backed by
the A Loan or B Loan, as applicable (“CDOs”) or a securitization of the A Loan or B Loan, as applicable, so long as
the collateral manager or the special servicer for such CDOs or securitization vehicle is a Qualified Special Servicer or a Qualified
Transferee; (v) an investment fund, limited liability company, limited partnership or general partnership where a nationally
recognized manager of investment funds investing in debt or equity interests relating to commercial real estate through a fund with
committed capital of at least $250,000,000 and not subject to a bankruptcy or related proceeding or an entity that is otherwise a
Qualified Transferee, acts as the general partner, managing member or fund manager and at least 50% of
the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise
Qualified Transferees, (vi) an institution substantially similar to any of the foregoing described in clauses (ii), (iii), (iv) or
(v) of this definition, which, in each case of clauses (ii), (iii), (iv), (v) or (vi) of this definition, (A) has total assets (in
name or under management) in excess of $600,000,000 and (except with respect to a pension advisory firm or similar fiduciary)
capital/statutory surplus or shareholder’s equity of at least $250,000,000, and (B) is regularly engaged in the business of
making or owning commercial loans of similar types to the B Loan, or (vii) any entity Controlled (as defined below) by any of the
entities described in clause (i), (ii), (iii), (iv), (v) or (vi) above.  For purposes of this definition only,
“Control” means the ownership, directly or indirectly, in the aggregate of more than fifty (50%) percent of the
beneficial ownership interests of an entity and the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise
(“Controlled” has the meaning correlative thereto).  


                    “Qualified
Trustee” means (i) a corporation, national bank, national banking association or trust company, organized and doing business
under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to
accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination
by federal or state authority, and (ii) an institution whose long-term senior unsecured debt is rated not lower than “A+”
by S&P and rated in the equivalent rating categories of each of the other Rating Agencies, and whose short-term unsecured debt is
rated not lower than “A-1” by S&P and rated in the equivalent rating categories of each of the other Rating
Agencies.


6









                    “Rating
Agencies” shall mean Standard & Poor’s Ratings Services, a Division of The McGraw-Hill Companies, Inc.
(“S&P”), Moody’s Investors Service, Inc. (“Moody’s”) and Fitch Ratings
(“Fitch”) or, if any of such entities shall for any reason no longer perform the functions of a securities rating
agency, any other nationally recognized statistical rating agency designated by the holder of the A Note exercising reasonable
discretion; provided, however, that at any time during which the A Loan or the B Loan is an asset of a Securitization, “Rating
Agencies” or “Rating Agency” shall mean the rating agencies that from time to time rate the securities issued in
connection with the applicable Securitization.


                    “REMIC”
shall mean a “real estate mortgage investment conduit” as defined in Section 860 D of the Code.


                    “Repurchase
Date” shall have the meaning assigned to such term in Section 8.


                    “Repurchase
Option Notice” shall have the meaning assigned to such term in Section 8.


                    “Securitization”
shall mean the sale of investment and non-investment grade securities backed by mortgage pools containing, as the context requires,
either an A Loan or a B Loan.


                    “Securitization
Date” shall mean the effective date on which a Securitization is consummated for A Loans or B Loans, as
applicable.


                    “Securitization
(A Loan) Servicing Agreement” shall mean, (a) prior to the Securitization Date of the A Loan, an agreement reasonably
acceptable to the B Note Holder for the servicing of an A Loan and a B Loan, which agreement shall be consistent with Exhibit D
attached hereto and made a part hereof, and with respect to which agreement (i) the A Note Holder, or a third party servicer
reasonably acceptable to the B Note Holder, agrees, among other things, to service the B Loan and (ii) the B Note Holder is either a
party thereto or is expressly made or treated as a third party beneficiary pursuant to provisions and in a manner reasonably
acceptable to the B Note Holder (if Wachovia Bank, National Association is servicing the A Loan and the B Loan, no separate agreement
shall be required and the A Loan will be serviced in
accordance with Exhibit D attached hereto and made a part hereof) and (b) from and after the Securitization Date of the A Loan, the
pooling and servicing agreement among one or more of (among others) the Depositor, a master servicer, a primary servicer, a special
servicer and the Trustee for the A Loan, which agreements shall be consistent with the provisions of this Agreement with respect to
the Mortgage Loans, including, but not limited to, those provisions of Exhibit D which are applicable after a securitization of the A
Loan, and which pooling and servicing agreement shall provide that the B Note Holder is a third party beneficiary.  The A Note
Holder will cause a copy of the aforementioned agreements to be delivered to the B Note Holder.


                    “Securitization
(B Loan) Servicing Agreement” shall mean, (a) prior to the Securitization Date of the B Loan, an agreement reasonably
acceptable to the B Note Holder for the servicing of an A Loan and a B Loan, which agreement shall be consistent with Exhibit D
attached hereto and made a part hereof, and with respect to which agreement (i) the A Note


7









Holder, or a third party servicer reasonably acceptable to the B Note Holder, agrees, among
other things, to service the B Loan and (ii) the B Note Holder is either a party thereto or is expressly made or treated as a third
party beneficiary pursuant to provisions and in a manner reasonably acceptable to the B Note Holder (if Wachovia Bank, National
Association is servicing the A Loan and the B Loan, no separate agreement shall be required and the A Loan will be serviced in
accordance with Exhibit D attached hereto and made a part hereof) and (b) from and after the Securitization Date of the B Loan, the
pooling and servicing agreement among one or more of (among others) the Depositor, a master servicer, a primary servicer, a special
servicer and the Trustee for the B Loan, which agreements shall be consistent with the provisions of this Agreement with respect to
the Mortgage Loans, including but not limited to, Exhibit D.


                    “Seller-Servicer
Agreement” shall have the meaning assigned such term in the Recitals.


                    “Servicer”
shall mean any of the master servicer, primary servicer, special servicer or other servicer, as the context requires, under the
Securitization (A Loan) Servicing Agreement or the Securitization (B Loan) Servicing Agreement, as applicable, for each of the
Mortgage Loans.


                    “Special
Servicer” shall mean the Person who serves as special servicer under the Securitization (A Loan) Servicing
Agreement.


                    
“Transfer” shall have the meaning assigned such term in Section 14.


                    “Trustee”
shall mean such bank or trust company (including, but not limited to, any fiscal agent acting as back-up advancer for such bank or
trust company) as may be selected by the Depositor and approved by the Rating Agencies to act as trustee for the
Securitization.


                    2.          Acquisition
of B Loan.  


                    (a)        On
the Purchase Date, the B Note Holder will fund or acquire, and become the owner of, the B Loan.  


                    (b)        Administration
and servicing of the Mortgage Loans shall be governed by this Agreement, including, but not limited to, Exhibit D, the Securitization
(A Loan) Servicing Agreement and other related agreements binding upon the parties hereto and with respect to the B Loan only, the
Securitization (B Loan) Servicing Agreement.  The B Note Holder acknowledges that the A Loan is included in a
Securitization.  Similarly, the A Note Holder acknowledges that the B Note Holder intends to include the B Loan in a
Securitization.  Notwithstanding the foregoing, after Securitization of the A Loan, the Securitization (A Loan) Servicing
Agreement shall be the controlling document for the administration of the Mortgage Loans, subject to the provisions of this
Agreement; provided that if  the A
Loan ceases to be an asset of the Securitization, the A Note Holder shall (to the extent it owns the A Loan) cause the Mortgage Loans
to be serviced pursuant to a servicing agreement (on a whole loan basis) that has been agreed upon by the A Note Holder and the B
Note Holder and that is substantially similar to the applicable portions of the Securitization (A Loan) Servicing Agreement entered
into in connection with a Securitization of the A Loan; provided further, however that until a replacement servicing agreement
has been entered into, the A Note Holder shall cause (to the


8









extent it owns the A Loan) the Mortgage Loans to be serviced pursuant to the provisions of the
Securitization (A Loan) Servicing Agreement as if such agreement was still in full force and effect with respect  to the
Mortgage Loans; and provided further, however, that until a replacement servicing agreement acceptable to the A Note Holder
and the B Note Holder is in place, the actual servicing of the Mortgage Loans may be performed by any Person appointed by the A Note
Holder (to the extent it owns the A Loan) and acceptable to the B Note Holder (Wachovia Bank, National Association and its Affiliates
being deemed acceptable) and does not have to be performed by the service providers set forth under the Securitization (A Loan)
Servicing Agreement. 


                    (c)        The
Mortgage Loan Documents except for the B Note shall be held at the option of the A Note Holder by the A Note Holder, a custodian, or
the Servicer or, after a Securitization of the A Note, at the option of the A Note Holder, the A Note Holder, a custodian, or the
Trustee or Servicer under such Securitization. 


                    (d)        Any
fee payable by the Borrower in connection with the assumption of the Mortgage Loans by a successor borrower should be divided
 pro rata between the A Note Holder (or its Servicer if so designated by the A Note Holder) and the B Note Holder
(or its Servicer if so designated by the B Note Holder). 


                    3.          Subordination
of B Note; Payments Prior to a Material Event of Default. 


                    (a)        The
B Note and the right of the B Note Holder to receive payments of interest, principal and other amounts with respect to the B Note
shall at all times be junior, subject and subordinate to the A Note and the right of the A Note Holder to receive payments of
interest, principal and other amounts with respect to the A Loan.  


                    (b)        The
Mortgage Loan Documents shall require that Borrower make separate monthly payments of (i) principal and interest in respect of the A
Loan and (ii) principal and interest in respect of the B Loan, to the respective servicers of the A Loan and the B Loan.  Escrow
and reserve payments required in respect of the Mortgage Loans shall be paid to the Servicer of the A Loan for application as
provided in the Mortgage Loan Documents.  So long as (i) neither the A Loan nor the B Loan has been accelerated, (ii) there does
not exist a continuing monetary Event of Default and (iii) there does not exist an Event of Default caused by a bankruptcy action
filed by or against the Borrower or by the Borrower otherwise being the subject of a bankruptcy proceeding (each of the foregoing
events in
clauses (i), (ii) and (iii) being a “Material Default”), monthly debt service and escrow and reserve payments shall be
applied to the A Loan and the B Loan as provided in the preceding two (2) sentences, and, subject to 3(c), all other amounts tendered
by the Borrower or otherwise available for payment on the Mortgage Loans (including, but not limited to, amounts received by any
Servicer) shall be applied (net of any monthly servicing fees then due to any Servicer under this Agreement and any fees, servicing
compensation or expenses paid or reimbursed under the Mortgage Loan Documents by the Borrower in addition to any principal or
interest then due, which fees, compensation and reimbursements shall be remitted to the Person entitled thereto pursuant to this
Agreement, the Securitization (A Loan) Servicing Agreement or the Securitization (B Loan) Servicing Agreement) to the A Loan or the B
Loan, as applicable, by the Servicer under the A Loan or the Servicer under the B Loan, as applicable.



9









                    (c)        Any
partial or full prepayment of the Mortgage Loans (whether as a result of a partial release or otherwise) shall be applied as provided
in the Mortgage Loan Documents; provided that, any partial or full prepayment resulting from the payment of insurance proceeds
or condemnation awards or from any partial or full prepayment accepted during the continuance of an Event of Default, shall be
applied in accordance with Section 4, below, as though there was an existing Material Default.


                    4.          Payments
Following a Material Default.  Prior to the occurrence of a Material Default, the Servicer or Trustee under the A Loan or
the Servicer or Trustee under the B Loan, as applicable, shall distribute payments of interest and principal on the A Note and the B
Note in accordance with Section 3, above, provided, if a Material Default shall have occurred and be continuing, unless and until the
B Note Holder purchases the A Loan pursuant to the terms of this Agreement, all amounts tendered by the Borrower or otherwise
available for payment of the Mortgage Loans (including, but not limited to, amounts received by any Servicer), whether received in
the form of monthly payments, a balloon payment, liquidation proceeds, proceeds under title, hazard or other insurance
policies or awards or settlements in respect of condemnation proceedings or similar exercise of the power of eminent domain (other
than deposits made by the Borrower to any escrow or reserve established in connection with the Mortgage Loans as provided in the
Mortgage Loan Documents, proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or
released to the Borrower in accordance with the Mortgage Loan Documents or the servicing standard under the Securitization (A Loan)
Servicing Agreement, and amounts collected on the Mortgage Loans that are then due and payable to any Servicer or Trustee under the
Securitization (A Loan) Servicing Agreement, including, without limitation, reimbursement of advances made to the A Note Holder and
interest thereon at the advance rate set forth in the Securitization (A Loan) Servicing Agreement) shall be paid to, and then applied
by the Servicer under the A Loan in the following order of priority (and payments shall be made
at such times as are set forth in the Securitization (A Loan) Servicing Agreement and any payments received by the B Note Holder from
the Borrower shall be forwarded within one (1) Business Day to, or as directed by, the A Note Holder):


                    (a)        first,
except if paid to the A Note Holder, any Servicer or Trustee as provided above in this Section 4, to the A Note Holder (or any
Servicer or Trustee under the Securitization (A Loan) Servicing Agreement, as applicable) up to the amount of any unreimbursed costs
and expenses paid by the A Note Holder (or paid or advanced by any Servicer or Trustee on its behalf) to the extent then payable
under the Securitization (A Loan) Servicing Agreement with respect to the Mortgage Loan pursuant to this Agreement or the
Securitization (A Loan) Servicing Agreement, including, without limitation, unreimbursed advances made by or on behalf of the A Note
Holder and any unreimbursed interest thereon at the advance rate set forth in the Securitization (A Loan) Servicing
Agreement;


                    (b)        second,
to the Servicer under the Securitization (A Loan) Servicing Agreement, the accrued and unpaid servicing fees and other servicing
compensation earned by it with respect to the Mortgage Loan under the Securitization (A Loan) Servicing Agreement;


                    (c)        third,
to the A Note Holder in an amount equal to the accrued and unpaid non-default interest on the A Note Principal Balance at the A Note
Interest Rate;


10









                    (d)        fourth,
to the A Note Holder in an amount equal to the A Note Principal Balance, until such amount has been paid in full;


                    (e)        fifth,
to the A Note Holder, the A Note Percentage Interest of any Prepayment Premium to the extent actually paid, in accordance with the
portion of the A Note Principal Balance so prepaid;


                    (f)        sixth,
to the B Note Holder (or any Servicer under the B Loan or the Trustee under the B Loan, as applicable) up to the amount of any
unreimbursed costs and expenses paid by the B Note Holder (or paid or advanced by any Servicer under the B Loan or the Trustee under
the B Loan on its behalf) with respect to the Mortgage Loan pursuant to this Agreement or the Securitization (B Loan) Servicing
Agreement;


                    (g)        seventh,
to the B Note Holder in an amount equal to the accrued and unpaid non-default interest on the B Note Principal Balance at the B Note
Interest Rate; 


                    (h)        eighth,
to the B Note Holder in an amount equal to the B Note Principal Balance, until such principal amount has been paid in full;


                    (i)        ninth,
to the B Note Holder, the B Note Percentage Interest of any Prepayment Premium, to the extent actually paid, in accordance with the
portion of the B Note Principal Balance so prepaid;


                    (j)        tenth,
any default interest in excess of the interest paid in accordance with clauses (c) and (g) above (i) first, the A Note at the A Note
Default Rate and (ii) then, the B Note at the B Note Default Rate;


                    (k)        eleventh,
any amounts actually collected on the Mortgage Loan from the Borrower or recovered from the Mortgaged Property that represent late
payment charges, other than a Prepayment Premium or default interest, that are not payable to any Servicer or the Trustee pursuant to
the securitization servicing agreements in respect of the Mortgage Loans shall be paid to the A Note Holder and the B Note Holder on
a pro rata basis in accordance with their respective Percentage Interests determined as of the date of origination of the Mortgage
Loans; and


                    (l)        twelfth,
if any excess amount is paid by the Borrower or recovered from Mortgaged Property and is not required to be returned to the Borrower
or to a party other than a Lender under the Mortgage Loan Documents, and not otherwise applied in accordance with the foregoing
clauses (a) through (k) of this Section 4, such amount shall be paid to the A Note Holder and the B Note Holder on a pro rata basis
in accordance with their respective Percentage Interests determined as of the date of origination of the Mortgage Loans.


                    With
respect to the foregoing waterfall, if within ninety (90) days of the occurrence of a monetary Event of Default, (i) the Borrower has
paid to the A Loan Servicer an amount (or amounts are otherwise available to the A Loan Servicer which are) sufficient to cure such
monetary Event of Default, without taking into consideration default interest in excess of the A Note Interest Rate and the B Note
Interest Rate and any related late charges which are then due and payable, (ii) no other Material Default has occurred and is
continuing, (iii) the A Note


11









Servicer, in accordance with the servicing standards under the Securitization (A Loan)
Servicing Agreement and Section 16(g) hereof, has determined that a workout which would maintain the current scheduled monthly
payments on the A Loan and the B Loan is the course of action it would pursue in addressing such Material Default, and (iv) the A
Note Servicer, consistent with such servicing standards, has determined to waive or defer collection of all or a portion of unpaid
default interest and late charges, if any, then the A Note Servicer may apply such amount paid by the Borrower or otherwise available
(net of any amounts then due and payable to the Servicer, Trustee or fiscal agent under the Securitization (A Loan) Servicing
Agreement) in accordance with the following priority:

	  
	           (A)        first, to the A
Note Holder in an equal amount to the accrued and unpaid interest on the A Note Principal Balance at the A Note Interest
Rate;

	  
	  

	  
	          (B)        second, to the
A Note Holder, in an amount equal to any current and delinquent scheduled principal payments on the A Note;
	  
	  

	  
	          (C)        third, to the B
Note Holder in an equal amount to the accrued and unpaid interest on the B Note Principal Balance at the B Note Interest Rate;
and
	  
	  

	 
	          (D)        fourth, to the
B Note Holder, in an amount equal to any current and delinquent scheduled principal payments on the B Note.


                    Following
the purchase of the A Loan by the B Note Holder under Section 8 of this Agreement, the A Note Holder shall no longer have the right
to payments under this Agreement or in connection with the Mortgage Loans, except for the payment of the Defaulted Mortgage Loan
Purchase Price, and the A Note Holder’s rights in respect of the Mortgage Loan Documents shall terminate, except for any
indemnities or the like granted to the lender under the Mortgage Loan Documents.


                    5.          Workout. 
Notwithstanding anything to the contrary contained herein, but subject to the terms and conditions of the Securitization (A Loan)
Servicing Agreement and any terms and provisions of this Agreement regarding consents, approvals and the like, if after the
expiration of the B Note Holder’s right to purchase the A Loan as provided in Section 8, below, or if the B Note Holder
otherwise expressly consents, the A Note Holder or any Servicer, as applicable, in connection with a workout or proposed workout of
the Mortgage Loans, modifies the terms thereof such that (i) the Mortgage Loan Principal Balance is decreased, (ii) payments of
interest or principal on the A Note or the B Note are waived, reduced or deferred or (iii) any other adjustment is made to any of the
terms of the Mortgage Loans, all payments to the A Note Holder pursuant to Sections 3 and 4, as applicable, shall be made as though
such workout did not occur, with the payment terms of the A Note remaining the same as they are on the Purchase Date, and the B Note
Holder shall bear the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loans attributable
to such workout (up to the B Note Principal Balance together with accrued interest thereon at the B Note Interest Rate and any other
amounts due the B Note Holder). 


12









                    6.          Payment
Procedure.  The A Note Holder and the B Note Holder each hereby directs the Servicers, in accordance with the priorities set
forth in Section 3 or Section 4, as applicable, and subject to the terms of the securitization servicing agreements in respect of the
Mortgage Loans, to deposit (a) all payments received with respect to and allocable to the A Note to the A Note Collection Account
established pursuant to the Securitization (A Loan) Servicing Agreement and (b) all payments received with respect to and allocable
to the B Note to the B Note Collection Account established pursuant to the Securitization (B Loan) Servicing Agreement except during
the continuance of a Material Default (of which the B Note Holder has received written notice from the A Note Holder (or
the A Loan Servicer)) during which time the A Loan Servicer will handle such payments and B Note Holder or Servicer of the B Loan
will remit to the A Loan Servicer all amounts received within one (1) Business Day of receipt.  Unless otherwise provided in the
applicable securitization servicing agreements, the Servicer shall deposit such amounts to the applicable collection account on the
Business Day next following the date such payment was received by the Servicer from the Borrower.  If any Servicer holding or
having distributed any amount received or collected in respect of the A Note or the B Note determines, or a court of competent
jurisdiction orders, at any time that any amount received or collected in respect of the A Note or the B Note must, pursuant to any
insolvency bankruptcy, fraudulent conveyance, preference or similar law or the terms of this Agreement, be returned to the Borrower
or paid to the A Note Holder, the B Note Holder or any Servicer or paid to any other Person, then,
notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the B Note
Holder or the A Note Holder, as applicable, and the B Note Holder or the A Note Holder, as applicable, will promptly on demand repay
to such Servicer the portion thereof which shall have been theretofore distributed to the B Note Holder or the A Note Holder, as
applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Mortgage
Loan Borrower, the A Note Holder, the B Note Holder, any Servicer, or such other Person with respect thereto.  If, for any
reason, a Servicer makes any payment to the A Note Holder or the B Note Holder before the Servicer has received the corresponding
payment (it being understood that the Servicer is under no obligation to do so, except as it may be obligated under an applicable
servicing agreement), and the Servicer does not receive the corresponding payment within five (5)
Business Days of its payment to the A Note Holder or the B Note Holder (as the case may be), such Lender will (except to the extent
the Servicer may have been obligated to make such payment under the applicable servicing agreement), at the Servicer’s request,
promptly return that payment to the Servicer (together with interest on that payment at the A Note Interest Rate or B Note Interest
Rate, as applicable for each day from the making of that payment to the A Note Holder or the B Note Holder until it is returned to
the Servicer).  The A Note Holder and the B Note Holder each agree that if at any time it shall receive from any sources
whatsoever any payment on account of the Mortgage Loans in excess of its distributable share thereof, it will promptly remit such
excess to the other party hereto (or the Servicer acting on behalf of the other party hereto).  The Servicer in respect of the A
Loan or the B Loan, as applicable, shall have the right to offset any amounts due hereunder from
the A Note Holder or the B Note Holder, respectively, with respect to the Mortgage Loans against any future payments due to the A
Note Holder or the B Note Holder, as applicable, under the Mortgage Loans, provided, that the A Note Holder’s and the B Note
Holder’s obligations under this Section are separate and distinct obligations from one another and in no event shall any
Servicer enforce the obligations of the A Note Holder against the B Note Holder or the obligations of the B Note Holder against the A
Note Holder.  The A Note Holder’s and the B Note Holder’s obligations under this Section constitute absolute,
unconditional and continuing obligations and each Servicer shall be deemed a third party beneficiary of these provisions.


13









                    7.          Limitation
on Liability.  Neither the A Note Holder nor any Trustee, custodian or Collateral Agent acting on its behalf shall have any
liability to the B Note Holder with respect to the B Loan except with respect to losses actually suffered due to the gross
negligence, willful misconduct or breach of this Agreement on the part of the A Note Holder or any Trustee, custodian or Collateral
Agent acting on its behalf, as applicable.  Neither the B Note Holder nor any Trustee, custodian or Collateral Agent acting on
its behalf shall have any liability to the A Note Holder with respect to A Loan except with respect to losses actually suffered due
to the gross negligence, willful misconduct or breach of this Agreement on the part of the B Note Holder or any Trustee, custodian
or Collateral Agent acting on its behalf, as applicable.  If a Servicer violates its agreement with a party hereto, such party
will look to the Servicer and not the other party hereto for performance under its agreement, and the standard of liability
applicable to a Servicer shall be as set forth in, or otherwise applicable to, the servicing agreement to which the Servicer is a
party.


                    8.          Purchase
of the A Loan by the B Note Holder.  


                    (a)        In
the event that (i) any payment of principal or interest on either or both of the A Loan or the B Loan becomes ninety (90) or more
days delinquent; (ii) the principal balance of the A Note and/or the B Note has been accelerated, (iii) the principal balance of
either or both of the A Loan or the B Loan is not paid at maturity, (iv) the Borrower files a petition for bankruptcy or is otherwise
the subject of a bankruptcy proceeding or (v) any other event where the cash flow payment under the B Note has been interrupted and
the cash flow waterfall thereunder converted to sequential payments pursuant to Section 4, above (it being noted that an event of
default under either the A Loan or the B Loan shall constitute an Event of Default under both the A Loan and the B Loan), then upon
notice (as
provided in Section 24, below) from the A Note Holder (a “Repurchase Option Notice”) of such occurrence (which
notice the A Note Holder, upon becoming aware of such occurrence, shall promptly direct the Servicer under the A Loan to give to the
B Note Holder), the B Note Holder shall have the right, by irrevocable written notice (as provided in Section 24, below) to the A
Note Holder (a “B Note Holder Repurchase Notice”), given within thirty (30) days following delivery to the B Note
Holder of the Repurchase Option Notice, to purchase the A Loan (including, but not limited to, the A Note and the A Note
Holder’s interest in the Mortgage) at the Defaulted Mortgage Loan Purchase Price (all references in this Agreement to the B Note
Holder’s right to purchase under this Section shall be deemed to mean the B Note Holder’s (if permissible under applicable
REMIC rules and regulations) or its designee’s right to purchase), and, upon the delivery of written
notice thereof to the A Note Holder, the A Note Holder shall sell (and the B Note Holder shall purchase) the A Loan (including,
without limitation, any participations therein) at the Defaulted Mortgage Loan Purchase Price, on a date (the “Repurchase
Date”) not less than ten (10) days nor more than thirty (30) days after the date of the B Note Holder Repurchase Notice,
which date shall be specified by the B Note Holder on not less than ten (10) days prior written notice to the A Note Holder.  As
used herein “Defaulted Mortgage Loan Purchase Price” means the sum of (i) the A Note Principal Balance, (ii) accrued
and unpaid interest on the A Note Principal Balance at the A Note Interest Rate (excluding the A Note Default Interest Rate or other
late payment charges), up to (but excluding) the date of purchase and if such date of purchase is not a Payment


14









Date (as defined in the Mortgage Loan Documents), up to (but excluding) the Payment Date next
succeeding the date of purchase, provided payment is made in good funds by 11:00 a.m. New York local time, (iii) any
unreimbursed protective or servicing advances made by the Servicers or the Trustee with respect to the A Loan or the fiscal agent
under the Securitization including the A Loan and interest thereon at the advance rate set forth in the Securitization (A Loan)
Servicing Agreement, (iv) for an Event of Default, reasonable out of pocket legal fees and costs incurred in connection with
enforcement of the Mortgage Loans by the Servicers under the A Loan in accordance with the performance of their duties and related to
the default, (v) any interest on any principal and interest advances made by any Servicer or the Trustee with respect to the A Loan
or the fiscal agent under the Securitization including the A Loan, (vi) servicing fees, including any master
servicing compensation and special servicing compensation, and trustee’s fees payable pursuant to the Securitization (A Loan)
Servicing Agreement relating to the period prior to the Repurchase Date and excluding any “success fees” or similar fees or
termination compensation and (vii) out-of-pocket expenses incurred by the A Note Holder or the Servicer acting on its behalf with
respect to the Mortgage Loans and interest thereon at the advance rate set forth in the Securitization (A Loan) Servicing Agreement.
In determining the Defaulted Mortgage Loan Purchase Price, amounts payable by the Borrower as a Prepayment Premium and the value of
such Prepayment Premium shall not be included unless the B Note Holder or an Affiliate of the B Note Holder is the Borrower or a
Borrower Affiliate on the Repurchase Date, provided that if the B Note Holder subsequently forecloses on the Mortgaged Property, the
Defaulted Mortgage Loan Purchase Price shall also include (after payment of the B Note
Holder’s (or its affiliate’s) reasonable foreclosure expenses, including, but not limited to, legal fees and disbursements
and court costs) the A Note Percentage Interest of any late charges and prepayment premiums collected in a foreclosure of the
Mortgaged Property by the B Note Holder relating to the Event(s) of Default leading to the purchase of the A Loan by the B Note
Holder.  The Defaulted Mortgage Loan Purchase Price shall be calculated by the Servicer under the A Loan three (3)
Business Days prior to the Repurchase Date, which calculations shall be subject to the approval of the B Note Holder (except such
calculations shall not include any delayed portion of the Defaulted Mortgage Loan Purchase Price relating to the recovery of any
portion of the Prepayment Premium (after expenses), as provided above, which delayed portion of the Defaulted Mortgage Loan Purchase
Price shall only be made if and when collected by the B Note Holder).


                    (b)        Each
of the parties hereto agrees to notify the other promptly upon becoming aware of an Event of Default under the Mortgage Loan
Documents.


                    (c)        In
the event of a purchase of the A Loan hereunder, the A Note Holder shall assign, without recourse, representation or warranty, all of
its right, title and interest under the Mortgage Loan Documents to the B Note Holder pursuant to documentation reasonably acceptable
to the B Note Holder and, notwithstanding anything in this Agreement to the contrary, the B Note Holder shall become and thereafter
be deemed the Collateral Agent without any further action, notice or agreement, and neither the A Note Holder nor the Servicer of the
A Note shall have any responsibility as the Collateral Agent with respect to matters arising thereafter.  Nothing in this
paragraph shall waive or limit (or be deemed to do so) the A Note Holder’s obligations or liabilities under the Seller-Servicer
Agreement.


15









                    9.          Representations
of the B Note Holder.  The B Note Holder represents, and it is specifically understood and agreed, that the B Note Holder is
acquiring the B Note for its own account in the ordinary course of its commercial lending business and the A Note Holder shall
otherwise have no liability or responsibility to the B Note Holder except as expressly provided herein for actions that are taken or
omitted to be taken by the A Note Holder that constitute gross negligence or willful misconduct or that constitute a breach of this
Agreement (provided that the initial A Note Holder shall remain liable as provided in the Seller-Servicer Agreement).  The B
Note Holder represents and warrants that the execution, delivery and performance of this Agreement is within its powers,
has been duly authorized by all necessary action, and does not contravene the B Note Holder’s organizational or formation
documents or any law or contractual restriction binding upon the B Note Holder, and that this Agreement is the legal, valid and
binding obligation of the B Note Holder enforceable against the B Note Holder in accordance with its terms, except as enforcement may
be limited by the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). 



                    10.          Representations
of the A Note Holder.  The A Note Holder represents and warrants that the execution, delivery and performance of this
Agreement is within its powers, has been duly authorized by all necessary action, and does not contravene the A Note Holder’s
organizational or formation documents or any law or contractual restriction binding upon the A Note Holder, and that this Agreement
is the legal, valid and binding obligation of the A Note Holder enforceable against the A Note Holder in accordance with its terms,
except as enforcement may be limited by the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a
proceeding at law or in equity).


                    11.          INTENTIONALLY
DELETED.


                    12.          No
Creation of a Partnership.  Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to
constitute the relationship of the A Note Holder with the B Note Holder a partnership, association, joint venture or other
entity.


                    13.          Not
a Security.  Neither the A Note nor the B Note shall be deemed to be securities within the meaning of the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended.  


                    14.          Transfers. 



                    (a)          The
B Note Holder (and any subsequent B Note Holder) agrees that, prior to the Securitization Date relating to the A Loan, it will not
sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of (each of such actions being a
“Transfer”) all or any portion of the B Note without the A Note Holder’s prior written consent, which consent
shall not be unreasonably withheld, conditioned or delayed, provided that, the B Note Holder shall have the right to sell, assign and
otherwise transfer the B Note to a Qualified Transferee, without obtaining the A Note Holder’s prior written consent, but
(except in connection with a Securitization or a Transfer to an entity Controlled by (“Controlled” as defined


16









in  the “Qualified Transferee” definition) the B Note Holder or to CBA, Merrill
or Allied) upon at least five (5) Business Days’ prior written notice to the A Note Holder.  The B Note Holder will notify
the A Note Holder of the Securitization of the B Note.  Following the Securitization Date relating to the A Loan, other than in
connection with a securitization including the B Note sponsored by CBA-Mezzanine Capital Finance, LLC or CBA, the B Note Holder shall
only Transfer the B Note to (i) a Qualified Transferee which is not the Borrower or a Borrower Affiliate or (ii) any Person other
than a Qualified Transferee if but only if the B Note Holder has first delivered to the A Note Holder written confirmation from each
Rating Agency which has rated the loan pool including the corresponding A Loan that such Transfer, in and of itself, would not cause
a downgrade, qualification or withdrawal of the then-current ratings assigned to any
class of certificates or securities (and the B Note Holder shall pay all out-of-pocket costs and expenses, including, but not limited
to, legal fees, of the A Note Holder, each Servicer and the Rating Agencies in connection therewith).  Notwithstanding the
foregoing, in connection with any Transfer of the B Note (other than in connection with a Securitization including the B Loan or
financing to the B Note Holder in respect of the B Loan), a transferee shall (i) execute an assignment and assumption agreement
whereby such transferee assumes all of the obligations of the B Note Holder hereunder with respect to the B Note, from and after the
date of such assignment and the B Note Holder is released from liability arising from and after the date of such assignment and (ii)
enter into, or agree to be bound by, the (B Loan) Securitization Servicing Agreement.  In no event will the B Note Holder
transfer any interest in the B Loan to the Borrower or a Borrower Affiliate.


                    (b)          The
A Note Holder may Transfer all or any portion of the A Note provided that (i) prior to Securitization of the corresponding B Loan,
such Transfer (and any and all subsequent Transfers of the A Note prior to such Securitization) is to a Qualified Transferee or an
Affiliate of the initial A Note Holder or if not to a Qualified Transferee or such Affiliate, then each such Transfer is subject to
the prior written consent of the B Note Holder in each instance, which consent shall not be unreasonably withheld, conditioned or
delayed and (ii) following Securitization of the B Loan, such Transfer shall only be to (A) a Qualified Transferee or an Affiliate of
the initial A Note Holder or (B) to another Person provided that the A Note Holder has first delivered to the B Note Holder
written confirmation from each Rating Agency which has rated the loan pool including the corresponding B Loan that such transfer, in
and of itself, would not cause a downgrade, qualification or withdrawal of the current ratings assigned to any class of certificates
or securities (and the A Note Holder shall pay all out of pocket costs and expenses, including legal fees and disbursements, of the B
Note Holder, each Servicer and the Rating Agencies in connection therewith).  Notwithstanding the foregoing, in connection with
the Transfer of the A Note, (x) in the event that consent of the B Note Holder is not required above, the A Note Holder shall give at
least five (5) Business Days prior written notice to the B Note Holder and (y) the consent of the B Note Holder shall not be required
in connection with the Securitization of the A Loan or in connection with any subsequent Transfer in accordance with the
Securitization (A Loan) Servicing Agreement.  


                    (c)          Each
and every transfer of the A Note and / or the B Note shall be made expressly subject to this Agreement.


17









                    15.          Other
Business Activities.  Each of the note holders acknowledges that the other note holder may make loans or otherwise extend
credit to, and generally engage in any kind of business with, any Borrower Affiliate (“Mortgage Loan Borrower Related
Parties”), and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower Related Parties and
otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions
contemplated hereby were not in effect.  The A Note Holder shall not assign all or any portion of the A Note or an interest in
the A Note to the Borrower or any Mortgage Loan Borrower Related Parties, prior to the expiration of the period of time in which the
B Note Holder may purchase the A Loan following an Event of Default, and the B Note Holder shall not Transfer all or any portion of B
Note or any interest in the B Note to the Borrower or any Mortgage Loan Borrower Related Parties, and any such transfer shall be void
ab initio.


                    16.          Modifications;
Exercise of Remedies; Servicing.


                    (a)          The
A Note Holder shall have the right without the consent of the B Note Holder to enter into any amendment, deferral, extension,
modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Loan
Modification”) of the Mortgage Loans or the Mortgage Loan Documents, provided that, unless the A Note Holder
shall have first obtained the written consent of the B Note Holder in each instance, the lien priority of the Mortgage may not
be adversely affected and no such Loan Modification shall (i) increase the interest rate or principal amount of the A Loan,
(ii) increase in any other material respect any monetary obligations of Borrower under the Mortgage Loan Documents,
(iii) decrease, forgive,
waive, release or defer the interest or the interest rate or principal amount of the B Loan or forgive, waive, decrease, defer
or release all or any portion of the B Loan, (iv) shorten the scheduled maturity date of the A Loan, (v) increase the
term of the B Loan to a date occurring after the A Loan maturity date, (vi) accept a grant of any lien on or security
interest in any collateral or property of Borrower or any other Person not originally granted under the Mortgage Loan Documents
unless the same shall also secure the B Note, (vii) modify or amend the terms and provisions of any cash management agreement
with respect to the manner, timing and method of the application of payments under the Mortgage Loan Documents, (viii) cross-default
the A Loan with any other indebtedness, (ix) obtain any contingent interest, additional interest or so-called
“kicker” measured on the basis of the cash flow or appreciation of the Mortgaged Property,
(x) release the lien of the Mortgage securing the B Loan (except in connection with a payment in full of the Mortgage Loans
or with respect to a de minimus portion of the Mortgaged Property or as provided in the Mortgage Loan Documents as executed on the
date of origination of the Mortgage Loan), (xi) spread the lien of the Mortgage to encumber additional real property unless the
same shall also secure the B Note, or (xii) extend the period during which voluntary prepayments are prohibited or impose any
prepayment fee or premium or yield maintenance charge in connection with a prepayment of the A Loan when none is required at the time
the A Loan is closed or after the current maturity date of the A Loan or increase the amount of such prepayment fee, premium or
yield maintenance charge or otherwise modify any prepayment or defeasance provision in a manner materially adverse to the B Note
Holder; provided, however, that in no event shall the A Note Holder be
obligated to get the B Note Holder’s consent to any Loan Modification including those expressly prohibited above, and the A Note
Holder shall have the right without the consent of the B Note Holder in each instance to enter into any Loan Modification of the
Mortgage Loans or the Mortgage Loan Documents, after the expiration of the B Note Holder’s or its designee’s right to
purchase the A Loan as provided in Section 8 of this Agreement; provided further that no Loan Modification
may adversely affect the REMIC


18









status of any REMIC under a Securitization or result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC provisions (collectively, the “REMIC
Conditions”) and provided further, during the period of time during which the B Note Holder or its designee has the right
to purchase the A Loan, as provided in Section 8 of this Agreement, the A Note Holder shall have the right to enter into any Loan
Modification of the Mortgage Loans or the Mortgage Loan Documents without the consent of the B Note Holder on not less than three (3)
Business Days prior written notice in each instance, provided that the exercise by the A Note Holder of such right (i) does not
violate the REMIC Conditions, (ii) shall occur only in the event of emergency or other circumstances where delay beyond the
expiration of such period would have, in the A Note Holder’s reasonable judgment, an imminent, material adverse
effect on the value or lien position of the Mortgage Loans or otherwise imminently, materially and adversely affect the
enforceability of, or remedies available in respect of, the Mortgage Loans and (iii) shall in all events be subject to the servicing
standard set forth in Section 16(g) of this Agreement.


                    (b)          The
B Note Holder shall not have the right to enter into any assumption, amendment, deferral, extension, modification, increase, renewal,
replacement, consolidation, supplement or waiver of the B Loan or the Mortgage Loan Documents without the prior written consent of
the A Note Holder in each instance (not to be unreasonably withheld or delayed if the requested action is non-material).


                    (c)          Each
of the Lenders shall deliver to the other, copies of any and all modifications, amendments, extensions, consolidations, spreaders,
restatements, alterations, changes or revisions to any one or more of the Mortgage Loan Documents (including, without limitation, any
side letters, waivers or consents entered into, executed or delivered by either of the Lenders) within a reasonable time after any of
such applicable instruments have been executed. 


                    (d)          (1)          Prior
to a Securitization of the B Loan, the A Note Holder will service or cause to be serviced the B Loan.  When the B Loan is
included within a Securitization, primary and master Servicers of the B Loan will be designated who will be responsible for
collecting from the Borrower and distributing payments in respect of the B Loans, while the Servicers in respect of the corresponding
A Loan (unless and until the B Note Holder or its designee purchases the A Loan pursuant to the Intercreditor Agreement) will
otherwise administer the A Loan and the B Loan, unless (i) there shall occur and be continuing a Material Default in which case,
during the continuance thereof, the Servicers in respect of the corresponding A
Loan shall collect and distribute such payments, subject to the terms of this Agreement during which time such Servicers shall be
entitled to servicing compensation in accordance with the Securitization (A Loan) Servicing Agreement for the Mortgage Loans, or (ii)
the B Note Holder purchases the A Loan pursuant to the terms of this Agreement, in which case the Servicers designated to service the
B Loan in connection with the Securitization of the B Loan shall assume all responsibility with respect to the servicing of the A
Loan and the B Loan.  In the event that the B Note Holder or its designee purchases the A Loan pursuant to the terms of this
Agreement, the servicers designated to service the B Loan shall assume all responsibility with respect to the servicing of the A Loan
and the B Loan.  The A Note Holder agrees to forward or cause to be forwarded to the B Note Holder, upon receipt, any and all
monthly servicing reports and all monitoring and due diligence documentation, financial
statements, rent rolls, property inspection reports and all other reports and information received by or on behalf of the A Note
Holder, from time to time, in respect of the Mortgage Loans, the Borrower or the Mortgaged Properties.


19









                    (2)          Subject
to Section 16(a), above, and Section 16(g), below, the B Note Holder acknowledges that the A Note Holder (or any Servicer acting on
behalf of the A Note Holder) may in its discretion exercise, or omit to exercise, any rights that the A Note Holder (or any Servicer
acting on behalf of the A Note Holder) may have under the Securitization (A Loan) Servicing Agreement in a manner that may be adverse
to the interests of the B Note Holder and that, except as otherwise provided in this Agreement, the A Note Holder (or any Servicer
acting on behalf of the A Note Holder) shall have no liability whatsoever to the B Note Holder in connection with the A Note
Holder’s (or a Servicer’s) exercise of rights or any omission by the A Note Holder (or a Servicer) to exercise such
rights.  Except as otherwise provided in this Agreement and in the Securitization (A Loan) Servicing Agreement, including, but
not limited to, the right of the B Note Holder to purchase the A Loan pursuant to the terms hereof, the A Note Holder (or any
Servicer acting on behalf of the A Note Holder) shall have the sole and exclusive authority with respect to the administration of,
and exercise of rights and remedies with respect to, the Mortgage Loans, including, without limitation, the sole authority to (i)
subject to Section 16(a) hereof, modify or waive any of the terms of the Mortgage Loan Documents, (ii) consent to any action or
failure to act by the Borrower or any party to the Mortgage Loan Documents, (iii) vote all claims with respect to the Mortgage Loans
in any bankruptcy, insolvency or other similar proceedings, and (iv) take legal action to enforce or protect the Lenders’
interests with respect to the Mortgage Loans or to refrain from exercising any powers or rights under the
Mortgage Loan Documents, including the right at any time to call or waive any Events of Default, or accelerate or refrain from
accelerating the Mortgage Loans or institute any foreclosure action, and the B Note Holder shall have no voting, consent or other
rights whatsoever with respect to the A Note Holder’s (or a Servicer’s) administration of, or exercise of its rights and
remedies with respect to, the Mortgage Loans.  


                    (3)          (A)          At
all times when the A Loan is included in a Securitization, the master servicer of the B Loan (if the B Loan is then included in a
Securitization) shall be a Qualified Servicer.  If such Servicer ceases to be a Qualified Servicer, it will be replaced by the B
Note Holder within thirty (30) days with a Qualified Servicer.


                    (B)          Within
two (2) Business Days after having actual knowledge of the occurrence of a Material Default, the B Note Holder or any Servicer for
the B Loan shall give written notice to Borrower to thereafter make all payments on the B Loan directly to the Servicer for the A
Loan or as otherwise directed by the Servicer for the A Loan, such directions to Borrower to remain effective during the continuation
of any Material Default.  If the B Note Holder or Servicer fails to give such required notice to Borrower as required in the
preceding sentence, the A Note Holder or the Servicer for the A Loan may give such notice to Borrower and the B Note Holder hereby
appoints the A Note Holder as its agent and grants to the A Note Holder an irrevocable power of attorney coupled with an interest
for the purpose of giving such notice.  In addition, following and during the continuation of a Material Default, the Servicer
for the B Loan shall forward within one (1) Business Day after receipt any payments thereafter received in respect of the B Loan as
directed by the Servicer for the A Loan.


20









                    (C)          Following
Securitization of the A Loan, the Securitization (A Loan) Servicing Agreement shall govern the timing of reimbursement to the
Servicer thereunder of servicer advances and interest thereon.  In no event shall the A Note Holder or the Servicer on its
behalf be obligated to make advances with respect to the B Note principal and interest payments.


                    (e)          Intentionally
Deleted.  


                    (f)          Except
as otherwise provided in this Agreement, including, but not limited to, the right of the B Note Holder to purchase the A Loan
pursuant to the terms hereof, the B Note Holder agrees that it shall have no right to, and hereby presently and irrevocably assigns
and conveys to the A Note Holder (or any Servicer acting on behalf of the A Note Holder), the rights, if any, that the B Note Holder
has to (i) call or cause the A Note Holder (or such Servicer acting on behalf of the A Note Holder) to call an Event of Default under
the Mortgage Loans, (ii) exercise any remedies with respect to the Mortgage Loans or the Borrower, or (iii) so long as the A Loan is
an asset of a Securitization, make servicing advances with respect to the Mortgage Loans.  The B Note Holder hereby grants to
the A Note Holder a power of attorney, irrevocable (unless and until a purchase by the B Note Holder of the A Loan pursuant to the
terms of Section 8 hereof) and coupled with an interest for the purpose of the servicing (other than as otherwise provided herein)
and enforcement of the Mortgage Loans, including, without limitation, the B Loan, in accordance with this Agreement and the
Securitization (A Loan) Servicing Agreement.  The B Note Holder hereby agrees (except if there is a purchase by the B Note
Holder of the A Loan pursuant to the terms hereof) not to file or cause the A Note Holder or any Servicer to file any bankruptcy
petition against the Borrower or vote any claims (unless directed by the A Note Holder to do so) with respect to the Mortgage Loans
in any bankruptcy, insolvency or similar type of proceeding of the Borrower (such rights to file and vote being, collectively, the
“Bankruptcy Rights” and the B Note Holder’s agreement not to so file or vote being,
collectively, the “Bankruptcy Waiver Covenants”) and the B Note Holder hereby presently and irrevocably (unless and
until a purchase by the B Note Holder or its designee of the A Loan pursuant to the terms hereof) assigns and conveys to the A Note
Holder (or any Servicer acting on behalf of the A Note Holder) the Bankruptcy Rights.  In any bankruptcy, insolvency or similar
type of proceeding of the Borrower:  (i) the A Note Holder shall file a proof of claim for the A Loan and the B Loan against the
Borrower if the failure to so file would constitute a breach of the Securitization (A Loan) Servicing Agreement, and the A Note
Holder shall promptly thereafter send to the B Note Holder a copy thereof together with evidence of the filing with the appropriate
court or


21









other authority, (ii) if the A Note Holder shall be obligated to so file a proof of claim and
shall fail to do so by the tenth (10th) day before the last day for filing of proofs of claim, then the B Note Holder, on notice to
the A Note Holder, may file such proof of claim on behalf of the B Note Holder and shall promptly send the A Note Holder a copy
thereof , (iii) in the event that the A Note Holder shall file a proof of claim for the B Loan and the B Note Holder reasonably
believes that the amount of such proof of claim is less than  the proper amount of the underlying claim, then the B Note Holder
shall so notify in writing the A Note Holder (or any Servicer acting on behalf of the A Note Holder) and, upon receipt of such notice
from the B Note Holder, the A Note Holder (or any Servicer acting on behalf of the A Note Holder) shall be obligated to promptly
confer with the B Note Holder and re-calculate the amount of such proof of claim and provide the B
Note Holder with notice of the re-calculated amount prior to filing any superceding proof of claim and, promptly after filing any
superceding proof of claim, shall send to the B Note Holder a copy thereof with evidence of the filing with the appropriate court or
other authority; and (iv) if objection is made to the allowance of any claim of the B Note Holder, the A Note Holder, on
notice to the B Note Holder, shall have the right to intervene and fully participate in such proceedings and if such rights are
denied and the B Note Holder fails to defend such claim, then the A Note Holder, on notice to the B Note Holder, may defend such
claim in the name of the B Note Holder.  Notice to the B Note Holder in subparts (iii) and (iv) above shall mean that the A Note
Holder provide the B Note Holder notice of at least three (3) Business Days’ notice prior to taking a particular action. 
Any violation by the B Note Holder of the Bankruptcy Waiver Covenants shall be deemed to
constitute, upon written notice from the A Note Holder to the B Note Holder and unless cured by the B Note Holder within one (1)
Business Day following written notice from the A Note Holder, a B Note Holder Repurchase Notice.  Unless and until there is a
purchase by the B Note Holder or its designee of the A Loan pursuant to the terms hereof, the B Note Holder shall execute, from time
to time, such documents as the A Note Holder or any Servicer shall reasonably require to evidence such assignments and the B Note
Holder hereby appoints the A Note Holder as its agent, and grants to the A Note Holder an irrevocable power of attorney coupled with
an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the B Note
Holder in connection with any bankruptcy, insolvency or similar proceeding with respect to the Borrower.  The A Note Holder as
collateral agent (or any Collateral Agent, Trustee or Servicer acting on behalf of the A Note
Holder) shall not have any fiduciary duty to the B Note Holder in connection with the administration of the Mortgage Loans.  The
B Note Holder expressly and irrevocably waives for itself and any Person claiming through or under the B Note Holder any and all
rights that it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar
law which purports to give a junior loan participant the right to initiate any loan enforcement or foreclosure proceedings.  The
foregoing provisions of this Section 16(f) shall not limit the right of the B Note Holder or an Affiliate thereof to be a
primary servicer or special servicer. 


                    (g)          Notwithstanding
anything to the contrary contained herein (including, but not limited to, the provisions of Section 5 and this Section 16 but
excluding the definition of Borrower Affiliate in this Agreement),  during any period in which the Borrower or a Borrower
Affiliate does not hold the B Note or any interest therein, the A Note Holder shall cause each Servicer to service and administer the
Mortgage Loans on behalf of the A Note Holder and the B Note Holder in accordance with the servicing standard provided in the
Securitization (A Loan) Servicing Agreement (provided that same shall be in accordance with industry servicing standards) taking into
account the interests of both the A Note Holder and the B Note Holder, with a view to maximizing the realization for both Lenders
as a collective whole (it being understood that the interest of the B Note Holder is junior to that of the A Note Holder, subject to
the terms and conditions of this Agreement)  and any B Note Holder who is not the Borrower or a Borrower Affiliate shall be
deemed a third party beneficiary of such provisions of the Securitization (A Loan) Servicing Agreement; provided that neither the A
Note Holder nor any Servicer acting on its behalf shall be liable to the B Note Holder with respect to anything the A Note Holder or
such Servicer may do or omit to do in relation to the Mortgage Loans, other than as set forth in Section 7 hereof.  Without
limiting the generality of the foregoing, the A Note Holder and any Servicer acting on its behalf may rely on the advice of its legal
counsel or accountants and upon any written communication or telephone conversation which the A Note Holder or such Servicer believes
to be genuine and correct or to have been signed, sent or made by the proper
Person.


22








                    (h)          Notwithstanding
the foregoing, neither Lender shall agree to any modification of a Mortgage Loan which has been securitized if such modification
would constitute a “significant modification” as that term is defined in Treasury Regulations Section 1.1001-3 unless such
modification is permitted by the REMIC laws or regulations.

                    (i)          The
Loan Documents (other than the A Note and the B Note) and all certificates, opinions, agreements, title and other insurance policies
and surveys in respect of the Mortgage Loans or the Mortgaged Property shall identify as the lender or insured thereunder, as
applicable: “Wachovia Bank, National Association (and its successors and assigns), as collateral agent, for the benefit of the
holder or holders of the A Note and the B Note and their respective successors and assigns.”  In connection with the
Securitization of the A Note, all such Loan Documents were assigned, pursuant to an assignment of loan documents in form and
substance mutually acceptable to the Lenders, to Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Wachovia Bank
Commercial Mortgage Trus

t, Commercial Mortgage Pass-Through
Certificates, Series 2005-C21, as collateral agent, for the benefit of the holder or holders of the A Note and the B Note and their
respective successors and assigns.”  Any modifications, amendments or similar instruments or agreements with respect to the
Loan Documents, and any new or replacement Loan Documents created and executed following such Securitization shall also identify the
lender as “Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2005-C21, as collateral agent, for the benefit of the holder or holders of the A Note and
the B Note and their respective successors and assigns”.


                    (j)          The
A Note Holder’s rights under this Section 16 shall terminate as of the date that the B Note Holder purchases the A Loan pursuant
to the terms of this Agreement.


                    17.          INTENTIONALLY
DELETED.


                    18.          No
Pledge or Loan.  This Agreement shall not be deemed to represent a pledge of any interest in the Mortgage Loans by the A
Note Holder to the B Note Holder, or a loan from the B Note Holder to the A Note Holder.


                    19.          Governing
Law; Waiver of Jury Trial.  THIS AGREEMENT AND THE RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
ENTIRELY WITHIN SUCH STATE.  EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF RELATING TO THIS AGREEMENT.


                    20.          Agreement
Modifications.  This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by
the parties hereto.  Additionally, from and after the Securitization Date with respect to the A Loan or the B Loan, the A Note
Holder and the B Note Holder shall not amend or modify this Agreement without first receiving written confirmation from each Rating
Agency which rated the securities in respect of the A Loan or the B Loan, as applicable, that such amendment or modification, in and
of itself, would not cause a downgrade, qualification or withdrawal of the then-current ratings assigned to any class of certificates
in the applicable Securitization.


23









                    21.          Successors
and Assigns; Third Party Beneficiaries.  This Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and permitted assigns.  Each Servicer and Trustee is an intended third-party beneficiary of this
Agreement.  Except as provided in Section 6 and the preceding two sentences, none of the provisions of this Agreement shall be
for the benefit of or enforceable by any Person not a party hereto.


                    22.          Counterparts. 
This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the same
instrument.


                    23.          Captions. 
The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended
to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction
of this Agreement.


                    24.          Notices. 
All notices required hereunder shall be given by (i) telephone (confirmed in writing) or shall be in writing and personally
delivered, (ii) sent by facsimile transmission if the sender on the same day sends a confirming copy of such notice by reputable
overnight delivery service (charges prepaid), (iii) reputable overnight delivery service (charges prepaid) or (iv) certified United
States mail, postage prepaid return receipt requested, and addressed to the respective parties at their addresses set forth on
Exhibit C hereto, or at such other address as any party shall hereafter inform the other party by written notice given as
aforesaid.  All written notices so given shall be deemed effective upon receipt.


                    25.          Collateral
Agent.


                    (a)          Authorization
and Action.  The A Note Holder and the B Note Holder (and each subsequent holder of either the A Note and/or the
B Note by its acceptance thereof) hereby appoints and authorizes Wachovia Bank, National Association to act as Collateral Agent
under each of the Mortgage Loan Documents (except the A Note and the B Note).  The Collateral Agent will act as collateral agent
under each of the Mortgage Loan Documents (except the A Note and the B Note) upon the express conditions contained in this Section 25
and in a manner subject to and consistent with the provisions of this Agreement.  The Collateral Agent shall not have a
fiduciary relationship with respect to the Lenders, or either of them, by reason of this Agreement or any of the Mortgage
Loan Documents.  In performing its functions and duties under this Agreement and the Mortgage Loan Documents, the Collateral
Agent will act solely as agent of the Lenders and does not assume, and shall not be deemed to have assumed, any obligations toward or
relationship of agency or trust with or for the Borrower.  The Collateral Agent shall not be required to exercise any discretion
or take any action, except any action specifically directed by the A Note Holder or the Servicer of the A Loan (or after payment in
full of the A Note or after a purchase of the A Note pursuant to Section 8 hereof, as directed by the B Note Holder or the Servicer
of the B Loan) or as expressly provided herein to be taken by the Collateral Agent.  This provisions shall not be deemed to
modify the rights and obligations of the A Note Holder in its individual capacity under this Agreement. 


24









                    (b)          Reliance,
Etc.          Neither the Collateral Agent nor any of its directors, officers,
agents, affiliates or employees shall be liable for any action taken or omitted to be taken by it as collateral agent under or in
connection with any Mortgage Loan Document, except for its own gross negligence or willful misconduct.  Without limiting the
generality of the foregoing, the Collateral Agent may treat the payee of the A Note and the payee of the B Note as the
holders thereof until the Collateral Agent receives written notice of the assignment or transfer thereof signed by such payee. 
If and so long as the Collateral Agent is the A Note Holder, with respect to the A Loan made by it and the A Note issued to it,
the A Note Holder shall have the rights and powers to which it is entitled as the A Note Holder under this Agreement and may exercise
the same as though it were not the Collateral Agent; and the term “Lenders” shall include the A Note Holder and the B Note
Holder in their individual capacities.


                    (c)          Successor
Agent.          Any Collateral Agent may resign as collateral agent at any time
by giving not less than thirty (30) days’ written notice thereof to the Lenders and, if required by the Mortgage Loan Documents,
the Borrower, and if the Collateral Agent is not the A Note Holder, may be removed at any time with or without cause by the
A Note Holder.  Prior to any such resignation or removal and as a condition to same, the A Note Holder shall appoint a
successor Collateral Agent reasonably acceptable to the B Note Holder, with such rights and obligations hereunder and under the
Mortgage Loan Documents as those previously held by the retiring Collateral Agent.  If no successor Collateral Agent shall
have been so appointed by the A Note Holder, or none shall have accepted such appointment, within thirty (30) days after the retiring
Collateral Agent gives notice of resignation, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor
Collateral Agent, which shall be a commercial bank or other financial institution organized under the laws of the United States of
America or any State thereof and having a combined capital and surplus of at least $100,000,000.  Upon the acceptance of any
appointment as collateral agent hereunder by a successor Collateral Agent, the retiring Collateral Agent shall assign, without
recourse, representation and warranty, all of its right, title and interest under the Mortgage Loan Documents to the successor
Collateral Agent.  Upon the acceptance of any appointment as collateral agent hereunder by a successor Collateral Agent, such
successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges, duties and obligations of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its
duties and obligations under this Agreement and the Mortgage Loan Documents but not from any liability it may then have under this
Agreement arising from any cause of action accruing prior to such acceptance of the appointment.  After any retiring Collateral
Agent’s resignation hereunder as the collateral agent, the provisions of this Section 25 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and the Mortgage Loan Documents
until such time as the successor Collateral Agent shall have accepted such appointment.  A Collateral Agent’s resignation
or removal shall not be effective until such time as a successor Collateral Agent shall have accepted such appointment.


                    (d)          Collateral
Matters.          The A Note Holder and the B Note Holder agree to authorize
and direct the Collateral Agent to release any lien, security interest or other encumbrance granted to or held by the Collateral
Agent upon the Mortgaged Property or any other collateral for the Mortgage Loans upon payment and satisfaction of both the
A Loan and the B Loan (whether or not due) and any other amounts due under the Mortgage Loan Documents and all other
obligations which have matured.


25









                    26.          Reports
to the B Note Holder.  The A Note Holder shall cause its Servicers to provide to the B Note Holder as and when provided or
available to the A Note Holder from time to time, (a) a summary of the current status of principal and interest payments on the
Mortgage Loans, (b) copies of all financial statements and reports required pursuant to the Mortgage Loan Documents, to the extent in
the Servicer’s possession, (c) current information, if any, as to the value of the Mortgaged Property, to the extent in the
Servicer’s possession, (d) the agreements that govern the administration of the A Loan and/or the B Loan, (e) copies of any
default or acceleration notices sent to the Borrower with respect to the A Loan and/or the B Loan, (f) copies of each other
report provided to the holders of certificates issued in connection with the Securitization (A Loan) Servicing Agreement, (g) copies
of all requests and material correspondence relating to the Mortgage Loan and (h) other information with respect to the Borrower or
the Mortgage Loans, reasonably requested by the B Note Holder, to the extent in the Servicer’s possession.


                    27.          Termination
of Original Intercreditor Agreement.  Notwithstanding anything contained herein to the contrary, by executing this
Agreement, the A Note Holder, the Co-Lender and the B Note Holder agree that the Original Intercreditor Agreement shall hereby be
terminated and replaced by this Agreement.  Additionally, the A Note Holder represents and warrants that the conditions in
Section 20 of the Original Intercreditor Agreement in respect of this Agreement have been satisfied or waived. 


[NO FURTHER TEXT ON THIS PAGE; SIGNATURE PAGE FOLLOWS]


26









                    IN
WITNESS WHEREOF, the A Note Holder and the B Note Holder have caused this Agreement to be duly executed as of the day and year first
above written.

	
  
 
  	
  
A Note   Holder:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
WELLS FARGO   BANK, N.A., as Trustee for the Registered Holders of Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series   2005-C21
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:  Wachovia Bank, National Association as   Master Servicer Pursuant to that certain
Pooling and Servicing Agreement   dated as of October 1, 2005
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
Title:
  	
  
 
  
	 	 	 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Co-Lender:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
WACHOVIA   BANK, NATIONAL ASSOCIATION
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
Title:
  	
  
 
  
	 	 	 
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
B Note   Holder:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
CBA-MEZZANINE   CAPITAL FINANCE, LLC
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
Title:
  	
  
 
  










EXHIBIT A


PROPERTY


A-1









EXHIBIT B


MORTGAGE LOAN SCHEDULE


A.          Description of Mortgage
Loans

	
  
              Borrower:
  	
  
 
  
	
  
 
  	
  
 
  
	
  
              Date of
Mortgage Loan:
  	
  
 
  
	
  
 
  	
  
 
  
	
  
              Principal
Amount of Mortgage Loans:
  	
  
 
  
	
  
 
  	
  
 
  
	
  
              Location
of   Mortgaged Property:
  	
  
 
  
	
   
  	
  
 
  
	
  
              Current
Use   of Mortgaged Property:
  	
  
 
  
	
  
 
  	
  
 
  
	
  
              Description   of Mortgage/Deed of
Trust:
  	
  
 
  
	
  
 
  	
  
 
  
	
  
              Prepayment   Fee:
  	
  
 
  
	
  
 
  	
  
 
  
	
  
              Maturity
Date:
  	
  
 
  




B-1









B.          Description of Notes

	
  
              Initial A
Note Principal Balance:
  	
  
 
  
	
   
  	
  
 
  
	
  
              Initial B
Note Principal Balance:
  	
  
 
  
	
  
 
  	
  
 
  
	
  
              Initial A
Note Percentage Interest:
  	
  
 
  
	
  
 
  	
  
 
  
	
  
              Initial B
Note Percentage Interest:
  	
  
 
  
	
  
 
  	
  
 
  
	
  
              A Note
Interest Rate:
  	
  
 
  
	
  
 
  	
  
 
  
	
  
              B Note
Interest Rate:
  	
  
 
  
	
  
 
  	
  
 
  
	
                A
Note   Default Interest Rate:
  	
  
 
  
	
  
 
  	
  
 
  
	
  
              B Note
Default Interest Rate:
  	
  
 
  




B-2









EXHIBIT C

	
  
A Note   Holder Notice Address:
  	
  
WELLS FARGO   BANK, N.A., as Trustee for the
   Registered Holders of Wachovia Bank
Commercial
   Mortgage Trust, Commercial Mortgage Pass-Through
   Certificates, Series 2005-C21
   c/o Wachovia Bank,
National Association 
   As Master Servicer Pursuant to that certain
   Pooling and Servicing Agreement dated as
   of
October 1, 2005
   301 South College Street
   Charlotte, North Carolina 28288
   Attention:
   Facsimile
No.:
  
	
  
 
  	
  
 
  
	
  
Co-Lender   Address:
  	
  
Wachovia   Bank, National Association
   301 South College Street
   Charlotte, North
Carolina 28288
   Attention:
   Facsimile No.:
  
	
   
  	
  
 
  
	
  
B Note   Holder Notice Address:
  	
  
CBA-Mezzanine   Capital Finance, LLC
   51 JFK Parkway
   Fourth Floor East
   Short
Hills, NJ 07078
   Attn:  Martin T. Lanigan, President   and CEO
   Facsimile No.:  (973)
467-9696


  
	
  
 
  	
  
 
  
	
  
with a copy   to:
  	
  
CBA-Mezzanine   Capital Finance, LLC
   51 JFK Parkway
   Fourth Floor East
   Short
Hills, NJ 07078
   Attn:  Legal Department
   Facsimile No.:  (973) 467-0635
  











EXHIBIT D


SERVICING ADDENDUM


          (i)          Subject
to the terms of this Intercreditor Agreement, the B Note Holder shall be entitled to be paid directly by the Borrower, the scheduled
principal and interest payments on the B Loan (less the fee described in subparagraph (iii), below) unless and until the occurrence
of a Material Default at which point the application of funds as set forth in Section 4 of this Intercreditor Agreement shall apply
until the cure of such Material Default at which time the B Note Holder shall again be entitled to be paid directly by the Borrower,
the scheduled principal and interest payments on the B Loan, as aforesaid.


          (ii)         (a)          Prior
to the Securitization of the B Loan (x) the Servicer of the B Loan shall also be known as the Interim Servicer and (y) the Interim
Servicer shall service the B Loan pursuant to the Securitization (B Loan) Servicing Agreement.  (The servicing agreement
described in this paragraph (a) is also referred to as the “Interim Servicing Agreement”.)  The Interim Servicer shall
be designated by the A Note Holder subject to the provisions of the Seller-Servicer Agreement. 


                       (b)          (1)     If,
prior to the Securitization of the B Loan, the A Loan is securitized, the servicers under the A Loan Securitization shall service the
B Loan in accordance with the Securitization (A Loan) Servicing Agreement, subject to the provisions of this Intercreditor Agreement,
except that the Interim Servicer (or at the direction of the A Note Holder, the Servicers under the A Loan Securitization)
shall, pursuant to the Interim Servicing Agreement or the Securitization (A Loan) Servicing Agreement, (A) collect from the servicers
under the A Loan (and the servicers under the A Loan shall so provide to the Interim Servicer) all information in respect of the
Mortgage Loans, the Borrower and the Mortgaged Property to which the Lenders
are entitled under the Mortgage Loan Documents which has been received by such servicers or which is otherwise obtained (the
“Loan Information”) and promptly forward same to the Interim Servicer and (B) within one (1) Business Day of
receipt of scheduled principal and interest payments on the B Loan, forward same to or as directed by the B Note Holder (the services
under clauses (A) and (B) being, the “Basic Services”).


                                     (2)     After
Securitization of the B Loan (where the A Loan has been securitized prior thereto), the provisions of (b)(1), above, shall apply,
except that the A Note Holder and/or the B Note Holder (as applicable) shall cause the Interim Servicer to transfer (without cost to
the B Note Holder) its servicing responsibilities in respect of the B Loan to the servicers under the B Loan Securitization so that
the servicers under the B Loan shall perform the Basic Services (with the servicers under the A Loan Securitization to promptly
forward the Loan Information which has been received by such servicers to the designated servicer under the B Loan
Securitization).  All other servicing responsibilities (i.e., other than
the Basic Services) in respect of the B Loan shall remain with the servicers under the A Loan.









                       (c)          (1)     If
the B Loan is securitized prior to the Securitization of the A Loan, then, during the period prior to the securitization of the A
Loan, the servicer which is then servicing the A Loan shall, subject to the provisions of this Intercreditor Agreement, service the B
Loan, except that the servicers under the B Loan Securitization shall collect from the Borrower the scheduled principal and interest
payments due in respect of the B Loan and forward same to the B Note Holder (with the Interim Servicer promptly forwarding the Loan
Information to the designated servicer under the B Loan Securitization).


                                     (2)     After
Securitization of the A Loan (where the B Loan has been securitized prior thereto), subject to the Intercreditor Agreement, the
servicers under the A Loan Securitization shall service the B Loan in accordance with the Securitization (A Loan) Servicing
Agreement, except that the servicers under the B Loan Securitization shall perform the Basic Services (with the A Note Holder causing
the servicers under the A Loan Securitization to promptly forward the Loan Information which has been received by such servicers to
the designated servicer under the B Loan Securitization).


          (iii)        So long as
there is no Material Default, (a) prior to Securitization of the B Loan, the Interim Servicer or, if the Loan has been securitized,
the designated servicer under the A Loan Securitization, as applicable, will be paid a fee of eight (8) basis points per annum out of
the debt service payments made on the B Note and (b) following Securitization of the B Loan, the initial A Note Holder or its
designee will be paid a  fee of five (5) basis points per annum out of the debt service payments made on the B Note.


          (iv)        In all events,
during the continuance of a Material Default, any and all payments in respect of the Mortgage Loans shall be made directly to the
servicers under the A Loan and distributed pursuant to the terms of the Intercreditor Agreement.  In the event that the B Note
Holder or its designee purchases the A Loan pursuant to the terms of the Intercreditor Agreement, the servicers designated to service
the B Loan shall assume all responsibility with respect to the servicing of the A Loan and the B Loan.


          (v)         Prior to
and upon the Securitization of the related B Loan, the A Note Holder, without reimbursement from the B Note Holder, will pay any fees
or penalties required by any servicer for releasing the B Loan or the Mortgage Loans, as applicable, from any servicing agreement or
for termination of any servicing agreement and shall arrange for the orderly transfer of such servicing from any third
party.


          (vi)        Prior to the
Securitization of the A Loan, the Mortgage Loan shall be serviced in a manner consistent with the terms of this Intercreditor
Agreement, the Loan Documents, Accepted Servicing Practices (as hereinafter defined) and applicable law.  As used herein,
“Accepted Servicing Practices” means the higher of (x) the same care, skill, prudence and diligence with which the A Note
Holder (or, in the event that the A Note Holder is not then servicing the Mortgage Loan, the then servicer of the Mortgage Loan)
services and administers similar mortgage loans for other third party portfolios, giving due consideration to customary and usual
standards of practice of prudent institutional commercial lenders servicing their own loans and (y) the same care, skill, prudence
and diligence which the A Note Holder (or, in the event that A Note Holder is
not then servicing the Mortgage Loan, the then servicer of the Mortgage









Loan) utilizes for loans which the A Note Holder (or such servicer) owns, in each case, acting
in accordance with applicable law, the terms of this Agreement, the Loan Documents and the Mortgage Loan’s insurance policies,
taking into account the interests of both the A Note Holder and the B Note Holder and with a view to the maximization of timely
recovery of principal and interest on a net present value basis on the Mortgage Loan (it being understood that the interest of the B
Note Holder is junior to that of the A Note Holder, subject to the terms and conditions of this Agreement) , but without regard
to:  


	
  
 
  	
  
          (a)          
any relationship that the A Note Holder (or such servicer) or any Affiliate   of the A Note Holder (or such servicer) may have with
the Borrower or any   Affiliates of the Borrower;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (b)
          the ownership of   any interest in the Mortgage Loan or any certificate
issued in connection   with a Securitization by the A Note Holder (or such servicer) or any Affiliate   of the A Note Holder (or such
servicer);
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (c)          
the ownership of any junior indebtedness with respect to the Mortgaged   Property by the A Note Holder (or such servicer) or any
Affiliate of A Note   Holder (or such servicer);
  
	
  
 
  	
  
 
  
	
   
  	
  
          (d)          
the A Note Holder’s (or such servicer’s) obligation to make servicing   advances;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (e)           
the A Note Holder’s (or such servicer’s)   right to receive compensation for its services hereunder or with respect to
any particular transaction;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (f)          
the ownership, or servicing or management for others, by the A Note Holder   (or such servicer) or any sub-servicer, of any other
mortgage loans or   properties; or
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (g)          
any repurchase or indemnity obligation on the part of A Note Holder in its   capacity as a mortgage loan seller.
  



          As part of the Accepted
Servicing Practices, the Mortgage Loan(s) shall be serviced in the best interests of the A Note Holder and the B Note Holder as a
collective whole taking into account that the B Note Holder’s interest is subordinate to that of the A Note Holder as provided
in this Agreement. During such time as the A Note Holder is authorized to collect and distribute payments due under the B Note, the A
Note Holder shall distribute (or cause to be distributed) to the B Note Holder, within one (1) Business Day of receipt from, or on
behalf of, the Borrower, all payments due to the B Note Holder under the B Note.  The provisions of this Section (vi) will not
apply after the Securitization of the A Loan.


          (vii)       Prior to the
Securitization of the A Loan, in the servicing and administering of the Mortgage Loans, the A Note Holder (or its designated
servicer) shall perform and discharge the following duties to the extent consistent with the Accepted Servicing Practices:

	
  
 
  	
  
          (a)          In
connection with any proposed extension of the maturity date pursuant to the   terms and conditions of the Notes, the A Note Holder
shall use reasonable   efforts to determine whether the Borrower satisfies all the requisite   conditions precedent to any such
extension and shall promptly report to the B   Note Holder in writing whether such conditions have been satisfied.
  










	
   
  	
  
          (b)          The
A Note Holder shall use reasonable efforts to review the operating statements   and financial statements delivered by the Borrower
pursuant to the Loan   Documents as promptly as reasonably practicable and will promptly advise the   B Note Holder in writing of any
material adverse change from prior statements   or any apparent violation of the provisions of the Loan Documents shown by   the
information set forth on the   statements.          Promptly   after its receipt of
the operating statements and financial statements, the A   Note Holder shall deliver copies of the same to B Note Holder.


	
  
 
  	
  
 
  
	
  
 
  	
  
          (c)          The
A Note Holder shall keep and maintain (and provide to the B Note Holder)
accounting records upon which shall be recorded amortization schedules,
remittance reports, payment histories, escrow/reserve schedules, all amounts
payable to B Note Holder pursuant to the terms of the Loan Documents, rent
rolls, financial statements, property inspection reports, and all information
reasonably necessary for the B Note Holder to prepare standard CMSA servicing
reports and all other available monitoring and due diligence information (the
“Accounting Records”). Such Accounting Records shall at all times
reflect the current and correct outstanding principal balance of the A Note and
B Note and shall be prepared and forwarded to the B Note Holder manually,
electromechanically or electronically, or by any combination of such methods,
provided that, the A Note Holder shall endeavor to forward such
information to the B Note Holder electronically and provided further
that, the method of accounting utilized by the A Note Holder shall record
historical data, current principal, and other required statistical information
in such manner as may be exhibited to B Note Holder in visible form. The B Note
Holder shall have the right upon reasonable notice to A Note Holder, at any
reasonable time during normal business hours and at B Note Holder’s
expense, to have access to and to examine the A Note Holder’s books and
records relating to the B Note, the Loan Documents and the Mortgaged Property.
Without limiting the foregoing, the A Note Holder shall cause the Accounting
Records to be delivered to the B Note Holder on at least a monthly basis. The A
Note Holder shall also provide remittance advice to the B Note Holder upon
wiring of payments to the B Note Holder.
 
	
   
  	
  
 
  
	
  
 
  	
  
          (d)          Each
servicer shall comply with the requirements imposed upon the A Note Holder   under the Seller-Servicer Agreement.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (e)          The
A Note Holder shall keep and maintain records with respect to any UCC   financing statements filed in connection with the Mortgage
Loan.
  




          (viii)   Except as
provided in Section (iv), above, if, at any time after the Securitization of the A Loan, the A Loan is no longer subject to the
provisions of the Securitization (A Loan) Servicing Agreement, the A Note Holder (to the extent the A Note Holder owns the A Loan)
shall cause the B Loan to be serviced pursuant to a servicing agreement that contains servicing provisions which are substantially
similar in substance to those of the Securitization (A Loan) Servicing Agreement.


          (ix)     Notwithstanding anything to the
contrary contained in this Exhibit, any servicer appointed hereunder shall service and administer the Mortgage Loan in a manner
consistent with this Agreement.









          (x)      Without limiting the
generality of the foregoing, the A Note Holder (including, but not limited to, any Trustee) or servicer acting on its behalf, except
to the extent consistent with the Servicer’s standard of conduct as expressed above, shall not be required to make an inquiry
concerning the performance by the Borrower or any other Person of any of its obligations and liabilities under or relating to the
Mortgage Loan. 













EXHIBIT N


FORM OF PURCHASE OPTION NOTICE
 PURSUANT TO SECTION 3.18


[Date]


Wells Fargo Bank, N.A.
 9062 Old Annapolis Road
 Columbia, Maryland 21045-1951

	
  
Attn:
  	
  
Corporate   Trust Services (CMBS)
   Wachovia Bank Commercial Mortgage Trust,

Commercial Mortgage Pass-Through Certificates,
   Series 2005-C21
  




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 2005-C21
  
	
  
 
  	
  
 
  
	
  
Re:
  	
  
Wachovia   Bank Commercial Mortgage Trust,
   Commercial Mortgage Pass-Through
Certificates,
   Series 2005-C21
  




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 October 1, 2005, by and among Wachovia Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, N.A., as
trustee, LNR Partners, Inc., as special servicer and Wachovia Bank, National Association, as master servicer.  Capitalized terms
used herein and not otherwise defined shall have the meaning set forth in the Pooling and Servicing Agreement.


          The undersigned Option Holder [is
the Special Servicer] [is the Majority Subordinate Certificateholder] [acquired its Purchase Option from the [Special Servicer]
[Majority Subordinate Certificateholder] on _________].


          The undersigned Option Holder is
exercising its Purchase Option at the cash price of $______________, which amount equals or exceeds the Option Price, as defined in
Section 3.18(c) of the Pooling and Servicing Agreement.  Within ten (10) Business Days of the date hereof, [the undersigned
Option Holder] [______________, an Affiliate of the undersigned Option Holder] will deliver the Option Price to or at the direction
of the Special Servicer in exchange for the release of the Mortgage Loan, the related Mortgaged Property and delivery of the related
Mortgage Loan File.


          The undersigned Option Holder
agrees that it shall prepare and provide the Special Servicer with such instruments of transfer or assignment, in each case without
recourse, as shall be reasonably necessary to vest in it or its designee the ownership of Mortgage Loan ____, together with such
other documents or instruments as the Special Servicer shall reasonably require to consummate the purchase contemplated
hereby.


N-1









          The undersigned Option Holder
acknowledges and agrees that its exercise of its Purchase Option Notice may not be revoked and that the undersigned Option Holder, or
its designee, shall be obligated to close its purchase of Mortgage Loan ___ in accordance with the terms and conditions of this
letter and Section 3.18 of the Pooling and Servicing Agreement.

	
  
 
  	
  
Very truly   yours,
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
[Option   Holder]
  
	
   
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  




          [By signing this letter in the
space provided below, the [Special Servicer] [Majority Subordinate Certificateholder] hereby acknowledges and affirms that it
transferred its Purchase Option to the Option Holder identified above on [_________].


[____________________________]


By:
 Name:
 Title:


N-2









EXHIBIT O


FORM OF
 NOTICE AND CERTIFICATION
 REGARDING DEFEASANCE OF MORTGAGE LOAN

	
  
To:
  	
  
Standard   & Poor’s Ratings Services, 
  
	
  
 
  	
  
a division   of The McGraw-Hill Companies, Inc.
  
	
  
 
  	
  
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 October   1, 2005 (the “Pooling
and Servicing Agreement”), among the Master   Servicer and Wells Fargo Bank, N.A., as Trustee and others.
  




Date:     _________, 20___

	
  
Re:
  	
  
Wachovia   Bank Commercial Mortgage Trust,
   Commercial Mortgage Pass-Through
Certificates
   Series 2005-C21
  




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:


O-1








	
  
 
  	
  
(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.





O-2








	
  
 
  	
  
(viii)
  	
  
The Master   Servicer received written confirmation from a firm of independent certified
public accountants, who were approved by Master Servicer in accordance with   the Servicing Standard stating that (i) revenues from
the defeasance   collateral (without taking into account any earnings on reinvestment of such   revenues) will be sufficient to
timely pay each of the Scheduled Payments   after the defeasance including the payment in full of the Mortgage Loan (or   the
allocated portion thereof in connection with a partial defeasance) on its   Maturity Date (or, in the case of an ARD Loan, on its
Anticipated Repayment   Date), (ii) the revenues received in any month from the defeasance collateral   will be applied to make
Scheduled Payments within four (4) months after the   date of receipt, and (iii) interest income from the defeasance collateral to
the Defeasance Obligor in any calendar or fiscal year will not exceed such   Defeasance Obligor’s
interest expense for the Mortgage Loan (or the allocated   portion thereof in a partial defeasance) for such year.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ix)
  	
  
The Mortgage   Loan is not among the ten (10) largest loans in the pool.  The entire
principal balance of the   Mortgage Loan as of the date of defeasance was  less than both $[______] and five percent of the pool
balance,   which is less than [__]% of the aggregate Certificate Balance of the   Certificates as of the date of the most recent
Trustee’s Distribution Date   Statement received by us (the “Current Report”).
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(x)
  	
  
The   defeasance described herein, together with all prior and simultaneous   defeasances of
Mortgage Loans, brings the total of all fully and partially   defeased Mortgage Loans to $__________________, which is _____% of
the   aggregate Certificate Balance of the Certificates as of the date of the   Current Report.
  




          (c)          Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor, and
opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


          (d)          Certify
that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute a
Servicing Officer as of the date of the defeasance described above.


          (e)          Agree
to provide copies of all items listed in Exhibit B to you upon request.


[SIGNATURE PAGE FOLLOWS]


O-3









          IN WITNESS WHEREOF, the Master
Servicer has caused this Notice and Certification to be executed as of the date captioned above.


	
  
 
  	
  
WACHOVIA   BANK, NATIONAL ASSOCIATION
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Title:
  	
  
 
  
	
   
  	
  
 
  	
  


  




O-4









EXHIBIT P


FORM OF DEPOSITOR CERTIFICATION TO BE
 PROVIDED WITH FORM 10-K


Wachovia Bank Commercial Mortgage Trust,
 Commercial Mortgage Pass-Through Certificates

Series 2005-C21 (the “Trust”)


          I, [identify the certifying
individual], a [title] of Wachovia Commercial Mortgage Securities, Inc., the depositor into the above-referenced Trust, certify
that:

	
  
 
  	
  
          65.        I   have
reviewed this annual report on Form 10-K, and all reports on Form 8-K   containing distribution date reports filed in respect of
periods included in   the year covered by this annual report, of the Trust;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          66.        Based   on my
knowledge, the information in these reports, taken as a whole, does not   contain any untrue statement of a material fact or omit to
state a material   fact necessary to make the statements made, in light of the circumstances   under which such statements were made,
not misleading as of the last day of   the period covered by this annual report;
  
	
   
  	
  
 
  
	
  
 
  	
  
          67.        Based   on my
knowledge, the servicing information required to be provided to the   trustee by the master servicer and the special servicer under
the pooling and   servicing agreement for inclusion in these reports is included in these   reports;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          68.        Based   on my
knowledge and upon the annual compliance statement included in this   annual report and required to be delivered to the trustee in
accordance with   the terms of the pooling and servicing agreement, and except as disclosed in   this annual report, the master
servicer and the special servicer have   fulfilled their obligations under the pooling and servicing agreement; and
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          69.        This   annual
report discloses all significant deficiencies relating to the master   servicer’s or special servicer’s compliance with the
minimum servicing   standards based upon the report provided by an independent public accountant,   after conducting a review in
compliance with the Uniform Single Attestation   Program for Mortgage Bankers or similar procedure, as set forth in the   pooling and
servicing agreement, that is included in this annual report.
  



P-1









In giving the certifications above, I have reasonably relied on information provided to me by
the following unaffiliated parties:  LNR Partners, Inc. and Wells Fargo Bank, N.A..


Date:____________________

	
  


  	
  
 
  
	
  
President   and Chief Executive Officer
  	
  
 
  
	
  
Wachovia   Commercial Mortgage Securities, Inc.
  	
  
 
  




P-2









EXHIBIT Q


FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
 BY THE TRUSTEE


Wachovia Bank Commercial Mortgage Trust,
 Commercial Mortgage Pass-Through Certificates

Series 2005-C21 (the “Trust”)


          I, [identify the certifying
individual], a [title] of Wells Fargo Bank, N.A., certify to Wachovia Commercial Mortgage Securities, Inc. and their officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the
Certification required by the pooling and servicing agreement relating to the Certificates (capitalized terms used herein without
definition shall have the meanings assigned to such terms in the pooling and servicing agreement), that:


	
  
 
  	
  
          70.        I   have
reviewed this annual report on Form 10-K, and all reports on Form 8-K   containing distribution date reports filed in respect of
periods included in   the year covered by this annual report, of the Trust;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          71.        Based   on my
knowledge, the distribution information in these reports, taken as a   whole, does not contain any untrue statement of a material
fact or omit to   state a material fact necessary to make the statements made, in light of the   circumstances under which such
statements were made, not misleading as of the   last day of the period covered by this annual report; and
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          72.        Based   on my
knowledge, the distribution and servicing information required to be   provided to the trustee by the master servicer under the
pooling and   servicing agreement is included in the reports delivered by the master   servicer to the trustee.
  



Date:____________________

	
  


  	
  
 
  
	
  
[Title]
  	
  
 
  
	
  
Wells Fargo   Bank, N.A.
  	
  
 
  




Q-1









EXHIBIT R


FORM OF MASTER SERVICER CERTIFICATION TO BE
 PROVIDED WITH FORM 10-K


Wachovia Bank Commercial Mortgage Trust,
 Commercial Mortgage Pass-Through Certificates

Series 2005-C21 (the “Trust”)


          I, [identify the certifying
individual], a [title] of Wachovia Bank, National Association, certify to Wachovia Commercial Mortgage Securities, Inc. and their
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification (capitalized terms
used herein without definition shall have the meanings assigned to such terms in the pooling and servicing agreement),
that:

	
   
  	
  
          73.        I   have
reviewed the servicing reports relating to the Trust delivered by the   master servicer to the trustee pursuant to the pooling and
servicing   agreement covering the fiscal year [_____];
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          74.        Based   on my
knowledge, and (a) assuming the accuracy of the statements required to   be made in the corresponding certificate of the special
servicer pursuant to   Section 8.17(c) of the pooling and servicing agreement and (b) assuming that   the information regarding the
mortgage loans, the mortgagors or the mortgaged   properties in the prospectus (the “Mortgage Information”) does
not   contain any untrue statement of a material fact or omit to state a material   fact necessary to make the statement made, in the
light of the circumstances   under which such statements were made, not misleading (but only to the extent   that such Mortgage
Information is or shall be used by the master servicer to   prepare the servicing reports), the servicing information in these
reports,   taken as a whole, does not contain any untrue statement of a
material fact or   omit to state a material fact necessary to make the statements made, in light   of the circumstances under which
such statements were made, not misleading as   of the last day of the period covered by each such servicing report;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          75.        Based   on my
knowledge, and assuming that the special servicer timely delivered to   the master servicer all servicing information required to be
provided to the   master servicer by the special servicer under the pooling and servicing   agreement, the servicing information
required to be provided to the trustee by   the master servicer under the pooling and servicing agreement is included in   the
servicing reports delivered by the master servicer to the trustee;
  
	
   
  	
  
 
  
	
  
 
  	
  
          76.        I   am
responsible for reviewing the activities performed by the master servicer   under the pooling and servicing agreement and based upon
my knowledge and the   annual compliance review required under Section 3.13 of the pooling and   servicing agreement with respect to
the master servicer, and except as   disclosed in the compliance certificate delivered by the master servicer   under Section 3.13 of
the pooling and servicing agreement, the master   servicer has fulfilled its obligations under the pooling and servicing   agreement;
and
  




R-1








	
  
 
  	
  
          77.        The
accountant’s statement delivered pursuant to Section 3.14 of the pooling and   servicing agreement discloses all significant
deficiencies relating to the   master servicer’s compliance with the minimum servicing standards based upon   the report
provided by an independent public accountant, after conducting a   review in compliance with the Uniform Single Attestation Program
for Mortgage   Bankers or similar procedure, as set forth in the pooling and servicing   agreement.
  




          In giving the certification above,
I have reasonably relied on information provided to me by the following unaffiliated parties:  [names of
sub-servicers].


          Notwithstanding the assumption
made in clause 2(b) of this certification, the master servicer is not entitled to make such assumption with respect to Mortgage
Information that, on or before five days prior to the Determination Date for the related servicing report, (a) the master servicer
has been notified in writing by a party to the pooling and servicing agreement, any mortgage loan seller (as defined in the pooling
and servicing agreement), or any affiliate thereof, was incorrect or (b) the master servicer would have known was incorrect in
performing its servicing obligations under the pooling and servicing agreement in accordance with the servicing standards (as defined
in the pooling and servicing agreement).


Date:____________________

	
  


  	
  
 
  
	
  
[Title]
  	
  
 
  
	
  
Wachovia   Bank, National Association
  	
  
 
  




R-2









EXHIBIT S


FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
 BY THE SPECIAL SERVICER


Wachovia Bank Commercial Mortgage Trust,
 Commercial Mortgage Pass-Through Certificates

Series 2005-C21 (the “Trust”)


          I, [identify the certifying
individual], a [title] of LNR Partners, Inc., certify to Wachovia Commercial Mortgage Securities, Inc. and their officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the Certification
required by the pooling and servicing agreement relating to the Certificates (capitalized terms used herein without definition shall
have the meanings assigned to such terms in the pooling and servicing agreement), that:

	
  
 
  	
  
          78.        I   have
reviewed the servicing reports relating to the Trust delivered by the   special servicer to the master servicer and/or the trustee
pursuant to the   pooling and servicing agreement covering the fiscal year [____];
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          79.        Based   on my
knowledge, the servicing information in these reports delivered by the   special servicer, taken as a whole, does not contain any
untrue statement of   a material fact or omit to state a material fact necessary to make the   statements made, in light of the
circumstances under which such statements   were made, not misleading as of the last day of the period covered by each   servicing
report;
  
	
  
 
  	
  
 
  
	
   
  	
  
          80.        Based   on my
knowledge, the servicing information required to be provided to the   master servicer by the special servicer under the pooling and
servicing   agreement is included in the servicing reports delivered by the special   servicer to the master servicer;


	
  
 
  	
  
 
  
	
  
 
  	
  
          81.        I   am
responsible for reviewing the activities performed by the special servicer   under the pooling and servicing agreement and based upon
my knowledge and the   annual compliance review required under Section 3.13 of the pooling and   servicing agreement with respect to
the special servicer, and except as   disclosed in the compliance certificate delivered by the special servicer   under Section 3.13
of the pooling and servicing agreement, the special   servicer has fulfilled its obligations under the pooling and servicing
agreement in all material respects; and
  




S-1








	
  
 
  	
  
          82.        The
accountant’s statement delivered pursuant to Section 3.14 of the pooling and   servicing agreement discloses all significant
deficiencies relating to the   special servicer’s compliance with the minimum servicing standards based upon   the report
provided by an independent public accountant, after conducting a   review in compliance with the Uniform Single Attestation Program
for Mortgage   Bankers or similar procedure, as set forth in the pooling and servicing   agreement.
  





Date:____________________        

	
  


  	
  
 
  
	
  
[Title]
  	
  
 
  
	
  
LNR   Partners, Inc.
  	
  
 
  




S-2









EXHIBIT T


CLASS A-PB PLANNED PRINCIPAL BALANCE TABLE

	
  Period
  	
   
 	
  
Date
  	
   
 	
  
Balance
  	
   
 	
  
Period
  	
   
 	
  
Date
  	
   
 	
  
Balance
  	
   
 
	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 
	
  0
  	
   
 	
  
10/27/05
  	
   
 	
  
148,638,000
  	
   
 	
  
59
  	
   
 	
  
09-15-10
  	
   
 	
  
148,638,000
  	
   
 
	
  
1
  	
   
 	
  
11/15/05
  	
   
 	
  
148,638,000
  	
   
 	
  
60
  	
   
 	
  
10-15-10
  	
   
 	
  
148,629,815
  	
   
 
	
  2
  	
   
 	
  
12/15/05
  	
   
 	
  
148,638,000
  	
   
 	
  
61
  	
   
 	
  
11-15-10
  	
   
 	
  
146,555,093
  	
   
 
	
  
3
  	
   
 	
  
01/15/06
  	
   
 	
  
148,638,000
  	
   
 	
  
62
  	
   
 	
  
12-15-10
  	
   
 	
  
144,259,485
  	
   
 
	
  4
  	
   
 	
  
02/15/06
  	
   
 	
  
148,638,000
  	
   
 	
  
63
  	
   
 	
  
01-15-11
  	
   
 	
  
142,164,843
  	
   
 
	
  
5
  	
   
 	
  
03/15/06
  	
   
 	
  
148,638,000
  	
   
 	
  
64
  	
   
 	
  
02-15-11
  	
   
 	
  
140,060,655
  	
   
 
	
  6
  	
   
 	
  
04/15/06
  	
   
 	
  
148,638,000
  	
   
 	
  
65
  	
   
 	
  
03-15-11
  	
   
 	
  
137,315,450
  	
   
 
	
  
7
  	
   
 	
  
05/15/06
  	
   
 	
  
148,638,000
  	
   
 	
  
66
  	
   
 	
  
04-15-11
  	
   
 	
  
135,187,154
  	
   
 
	
  8
  	
   
 	
  
06/15/06
  	
   
 	
  
148,638,000
  	
   
 	
  
67
  	
   
 	
  
05-15-11
  	
   
 	
  
132,843,408
  	
   
 
	
  
9
  	
   
 	
  
07/15/06
  	
   
 	
  
148,638,000
  	
   
 	
  
68
  	
   
 	
  
06-15-11
  	
   
 	
  
130,696,728
  	
   
 
	
  10
  	
   
 	
  
08/15/06
  	
   
 	
  
148,638,000
  	
   
 	
  
69
  	
   
 	
  
07-15-11
  	
   
 	
  
128,319,042
  	
   
 
	
  
11
  	
   
 	
  
09/15/06
  	
   
 	
  
148,638,000
  	
   
 	
  
70
  	
   
 	
  
08-15-11
  	
   
 	
  
126,139,618
  	
   
 
	
  12
  	
   
 	
  
10/15/06
  	
   
 	
  
148,638,000
  	
   
 	
  
71
  	
   
 	
  
09-15-11
  	
   
 	
  
123,950,262
  	
   
 
	
  
13
  	
   
 	
  
11/15/06
  	
   
 	
  
148,638,000
  	
   
 	
  
72
  	
   
 	
  
10-15-11
  	
   
 	
  
121,494,957
  	
   
 
	
  14
  	
   
 	
  
12/15/06
  	
   
 	
  
148,638,000
  	
   
 	
  
73
  	
   
 	
  
11-15-11
  	
   
 	
  
119,241,878
  	
   
 
	
  
15
  	
   
 	
  
01/15/07
  	
   
 	
  
148,638,000
  	
   
 	
  
74
  	
   
 	
  
12-15-11
  	
   
 	
  
116,765,838
  	
   
 
	
  16
  	
   
 	
  
02/15/07
  	
   
 	
  
148,638,000
  	
   
 	
  
75
  	
   
 	
  
01-15-12
  	
   
 	
  
114,491,237
  	
   
 
	
  
17
  	
   
 	
  
03/15/07
  	
   
 	
  
148,638,000
  	
   
 	
  
76
  	
   
 	
  
02-15-12
  	
   
 	
  
112,082,749
  	
   
 
	
  18
  	
   
 	
  
04/15/07
  	
   
 	
  
148,638,000
  	
   
 	
  
77
  	
   
 	
  
03-15-12
  	
   
 	
  
109,202,892
  	
   
 
	
  
19
  	
   
 	
  
05/15/07
  	
   
 	
  
148,638,000
  	
   
 	
  
78
  	
   
 	
  
04-15-12
  	
   
 	
  
106,770,328
  	
   
 
	
  20
  	
   
 	
  
06/15/07
  	
   
 	
  
148,638,000
  	
   
 	
  
79
  	
   
 	
  
05-15-12
  	
   
 	
  
104,097,268
  	
   
 
	
  
21
  	
   
 	
  
07/15/07
  	
   
 	
  
148,638,000
  	
   
 	
  
80
  	
   
 	
  
06-15-12
  	
   
 	
  
101,641,461
  	
   
 
	
  22
  	
   
 	
  
08/15/07
  	
   
 	
  
148,638,000
  	
   
 	
  
81
  	
   
 	
  
07-15-12
  	
   
 	
  
98,945,806
  	
   
 
	
  
23
  	
   
 	
  
09/15/07
  	
   
 	
  
148,638,000
  	
   
 	
  
82
  	
   
 	
  
08-15-12
  	
   
 	
  
95,502,581
  	
   
 
	
  24
  	
   
 	
  
10/15/07
  	
   
 	
  
148,638,000
  	
   
 	
  
83
  	
   
 	
  
09-15-12
  	
   
 	
  
92,512,213
  	
   
 
	
  
25
  	
   
 	
  
11/15/07
  	
   
 	
  
148,638,000
  	
   
 	
  
84
  	
   
 	
  
10-15-12
  	
   
 	
  
89,868,366
  	
   
 
	
  26
  	
   
 	
  
12/15/07
  	
   
 	
  
148,638,000
  	
   
 	
  
85
  	
   
 	
  
11-15-12
  	
   
 	
  
87,425,738
  	
   
 
	
  
27
  	
   
 	
  
01/15/08
  	
   
 	
  
148,638,000
  	
   
 	
  
86
  	
   
 	
  
12-15-12
  	
   
 	
  
84,749,200
  	
   
 
	
  28
  	
   
 	
  
02/15/08
  	
   
 	
  
148,638,000
  	
   
 	
  
87
  	
   
 	
  
01-15-13
  	
   
 	
  
82,283,249
  	
   
 
	
  
29
  	
   
 	
  
03/15/08
  	
   
 	
  
148,638,000
  	
   
 	
  
88
  	
   
 	
  
02-15-13
  	
   
 	
  
79,806,065
  	
   
 
	
  30
  	
   
 	
  
04/15/08
  	
   
 	
  
148,638,000
  	
   
 	
  
89
  	
   
 	
  
03-15-13
  	
   
 	
  
76,652,608
  	
   
 
	
  
31
  	
   
 	
  
05/15/08
  	
   
 	
  
148,638,000
  	
   
 	
  
90
  	
   
 	
  
04-15-13
  	
   
 	
  
74,149,768
  	
   
 
	
  32
  	
   
 	
  
06/15/08
  	
   
 	
  
148,638,000
  	
   
 	
  
91
  	
   
 	
  
05-15-13
  	
   
 	
  
71,414,695
  	
   
 
	
  
33
  	
   
 	
  
07/15/08
  	
   
 	
  
148,638,000
  	
   
 	
  
92
  	
   
 	
  
06-15-13
  	
   
 	
  
68,887,992
  	
   
 
	
  34
  	
   
 	
  
08/15/08
  	
   
 	
  
148,638,000
  	
   
 	
  
93
  	
   
 	
  
07-15-13
  	
   
 	
  
66,129,719
  	
   
 
	
  
35
  	
   
 	
  
09/15/08
  	
   
 	
  
148,638,000
  	
   
 	
  
94
  	
   
 	
  
08-15-13
  	
   
 	
  
63,578,937
  	
   
 
	
  36
  	
   
 	
  
10/15/08
  	
   
 	
  
148,638,000
  	
   
 	
  
95
  	
   
 	
  
09-15-13
  	
   
 	
  
61,016,535
  	
   
 
	
  
37
  	
   
 	
  
11/15/08
  	
   
 	
  
148,638,000
  	
   
 	
  
96
  	
   
 	
  
10-15-13
  	
   
 	
  
58,223,557
  	
   
 
	
  38
  	
   
 	
  
12/15/08
  	
   
 	
  
148,638,000
  	
   
 	
  
97
  	
   
 	
  
11-15-13
  	
   
 	
  
55,636,755
  	
   
 
	
  
39
  	
   
 	
  
01/15/09
  	
   
 	
  
148,638,000
  	
   
 	
  
98
  	
   
 	
  
12-15-13
  	
   
 	
  
52,820,058
  	
   
 
	
  40
  	
   
 	
  
02/15/09
  	
   
 	
  
148,638,000
  	
   
 	
  
99
  	
   
 	
  
01-15-14
  	
   
 	
  
50,208,637
  	
   
 
	
  
41
  	
   
 	
  
03/15/09
  	
   
 	
  
148,638,000
  	
   
 	
  
100
  	
   
 	
  
02-15-14
  	
   
 	
  
47,585,318
  	
   
 
	
  42
  	
   
 	
  
04/15/09
  	
   
 	
  
148,638,000
  	
   
 	
  
101
  	
   
 	
  
03-15-14
  	
   
 	
  
44,299,267
  	
   
 




T-1







	
  Period
  	
   
 	
  
Date
  	
   
 	
  
Balance
  	
   
 	
  
Period
  	
   
 	
  
Date
  	
   
 	
  
Balance
  	
   
 
	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 
	
  43
  	
   
 	
  
05/15/09
  	
   
 	
  
148,638,000
  	
   
 	
  
102
  	
   
 	
  
04-15-14
  	
   
 	
  
41,649,021
  	
   
 
	
  
44
  	
   
 	
  
06/15/09
  	
   
 	
  
148,638,000
  	
   
 	
  
103
  	
   
 	
  
05-15-14
  	
   
 	
  
38,770,647
  	
   
 
	
  45
  	
   
 	
  
07/15/09
  	
   
 	
  
148,638,000
  	
   
 	
  
104
  	
   
 	
  
06-15-14
  	
   
 	
  
36,095,211
  	
   
 
	
  
46
  	
   
 	
  
08/15/09
  	
   
 	
  
148,638,000
  	
   
 	
  
105
  	
   
 	
  
07-15-14
  	
   
 	
  
33,178,408
  	
   
 
	
  47
  	
   
 	
  
09/15/09
  	
   
 	
  
148,638,000
  	
   
 	
  
106
  	
   
 	
  
08-15-14
  	
   
 	
  
30,463,554
  	
   
 
	
  
48
  	
   
 	
  
10/15/09
  	
   
 	
  
148,638,000
  	
   
 	
  
107
  	
   
 	
  
09-15-14
  	
   
 	
  
27,736,334
  	
   
 
	
  49
  	
   
 	
  
11/15/09
  	
   
 	
  
148,638,000
  	
   
 	
  
108
  	
   
 	
  
10-15-14
  	
   
 	
  
24,782,680
  	
   
 
	
  
50
  	
   
 	
  
12/15/09
  	
   
 	
  
148,638,000
  	
   
 	
  
109
  	
   
 	
  
11-15-14
  	
   
 	
  
22,029,579
  	
   
 
	
  51
  	
   
 	
  
01/15/10
  	
   
 	
  
148,638,000
  	
   
 	
  
110
  	
   
 	
  
12-15-14
  	
   
 	
  
19,050,766
  	
   
 
	
  
52
  	
   
 	
  
02/15/10
  	
   
 	
  
148,638,000
  	
   
 	
  
111
  	
   
 	
  
01-15-15
  	
   
 	
  
16,271,553
  	
   
 
	
  53
  	
   
 	
  
03/15/10
  	
   
 	
  
148,638,000
  	
   
 	
  
112
  	
   
 	
  
02-15-15
  	
   
 	
  
13,479,680
  	
   
 
	
  
54
  	
   
 	
  
04/15/10
  	
   
 	
  
148,638,000
  	
   
 	
  
113
  	
   
 	
  
03-15-15
  	
   
 	
  
10,039,344
  	
   
 
	
  55
  	
   
 	
  
05/15/10
  	
   
 	
  
148,638,000
  	
   
 	
  
114
  	
   
 	
  
04-15-15
  	
   
 	
  
5,483,075
  	
   
 
	
  
56
  	
   
 	
  
06/15/10
  	
   
 	
  
148,638,000
  	
   
 	
  
115
  	
   
 	
  
05-15-15
  	
   
 	
  
780,964
  	
   
 
	
  57
  	
   
 	
  
07/15/10
  	
   
 	
  
148,638,000
  	
   
 	
  
116
  	
   
 	
  
06-15-15
  	
   
 	
  
0
  	
   
 
	
  
58
  	
   
 	
  
08/15/10
  	
   
 	
  
148,638,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 


T-2