POOLING AND SERVICING AGREEMENT

Servicing Agreement

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Wachovia Bank Commercial | WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC | WACHOVIA BANK, NATIONAL ASSOCIATION | GMAC COMMERCIAL MORTGAGE CORPORATION | WELLS FARGO BANK, N.A.

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 2/10/2005

EXHIBIT 4.1

Pooling and Servicing Agreement

<PAGE>

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WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC.

Depositor

and

WACHOVIA BANK, NATIONAL ASSOCIATION

Master Servicer

and

WACHOVIA BANK, NATIONAL ASSOCIATION

Special Servicer

and

GMAC COMMERCIAL MORTGAGE CORPORATION

Special Servicer

and

WELLS FARGO BANK, N.A.

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of January 1, 2005

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

$2,063,442,240

Commercial Mortgage Pass-Through Certificates

Series 2005-C16

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

<PAGE>

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms....................................................

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS

AND WARRANTIES; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01 Conveyance of Mortgage Loans.....................................

Section 2.02 Acceptance of the Trust Fund by Trustee..........................

Section 2.03 Mortgage Loan Seller's Repurchase or Substitution of

Mortgage Loans for Document Defects and Breaches of

Representations and Warranties...................................

Section 2.04 Representations and Warranties of Depositor......................

Section 2.05 Conveyance of Mortgage Loans; Acceptance of Component

Loan REMIC, REMIC I and Grantor Trust by Trustee.................

Section 2.06 Issuance of Component Loan REMIC Regular Interests...............

Section 2.07 Conveyance of Component Loan REMIC Regular Interests;

Acceptance of REMIC I by the Trustee.............................

Section 2.08 Issuance of the Component Loan REMIC Regular Interests

and REMIC I Regular Interests; Execution, Authentication

and Delivery of Class R-I Certificates...........................

Section 2.09 Conveyance of REMIC I Regular Interests; Acceptance of

REMIC II by Trustee..............................................

Section 2.10 Execution, Authentication and Delivery of REMIC II

Certificates.....................................................

Section 2.11 Execution, Authentication and Delivery of Class Z

Certificates and Class EH Certificates...........................

ARTICLE III

ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01 Administration of the Mortgage Loans.............................

Section 3.02 Collection of Mortgage Loan Payments.............................

Section 3.03 Collection of Taxes, Assessments and Similar Items;

Servicing Accounts; Reserve Accounts.............................

Section 3.04 Certificate Account, Interest Reserve Account,

Gain-on-Sale Reserve Account, Additional Interest

Account, Distribution Account and Companion Distribution

Account..........................................................

Section 3.05 Permitted Withdrawals from the Certificate Account,

Distribution Account, Interest Reserve Account,

Additional Interest Account, Gain-on-Sale Reserve

Account and Companion Distribution Account.......................

Section 3.06 Investment of Funds in the Servicing Accounts,

Certificate Account, Interest Reserve Account,

Distribution Account, Companion Distribution Account,

Additional Interest Account, Gain-on-Sale Reserve

Account and REO Account..........................................

Section 3.07 Maintenance of Insurance Policies; Errors and Omissions

and Fidelity Coverage............................................

Section 3.08 Enforcement of Alienation Clauses................................

Section 3.09 Realization Upon Defaulted Mortgage Loans; Required

Appraisals.......................................................

Section 3.10 Trustee and Custodian to Cooperate; Release of Mortgage

Files............................................................

Section 3.11 Servicing Compensation...........................................

Section 3.12 Property Inspections; Collection of Financial Statements;

Delivery of Certain Reports......................................

Section 3.13 Annual Statement as to Compliance................................

Section 3.14 Reports by Independent Public Accountants........................

Section 3.15 Access to Certain Information....................................

Section 3.16 Title to REO Property; REO Account...............................

Section 3.17 Management of REO Property.......................................

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

Section 3.19 Additional Obligations of Master Servicer and Special

Servicer.........................................................

Section 3.20 Modifications, Waivers, Amendments and Consents..................

Section 3.21 Transfer of Servicing Between Master Servicer and Special

Servicer; Record Keeping.........................................

Section 3.22 Sub-Servicing Agreements.........................................

Section 3.23 Representations and Warranties of Master Servicer and

Special Servicer.................................................

Section 3.24 Sub-Servicing Agreement Representation and Warranty..............

Section 3.25 Designation of Controlling Class Representative and the

Thousand Oaks Representative.....................................

Section 3.26 Companion Paying Agent...........................................

Section 3.27 Companion Register...............................................

ARTICLE IV

DISTRIBUTIONS TO CERTIFICATEHOLDERS

Section 4.01 Distributions....................................................

Section 4.02 Statements to Certificateholders; CMSA Loan Periodic

Update File......................................................

Section 4.03 P&I Advances.....................................................

Section 4.04 Allocation of Realized Losses and Additional Trust Fund

Expenses; Allocation of Certificate Deferred Interest;

Allocation of Appraisal Reduction Amounts........................

Section 4.05 Calculations.....................................................

Section 4.06 Use of Agents....................................................

ARTICLE V

THE CERTIFICATES

Section 5.01 The Certificates.................................................

Section 5.02 Registration of Transfer and Exchange of Certificates............

Section 5.03 Book-Entry Certificates..........................................

Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates................

Section 5.05 Persons Deemed Owners............................................

ARTICLE VI

THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL

SERVICER AND THE CONTROLLING CLASS REPRESENTATIVE

Section 6.01 Liability of Depositor, Master Servicer and Special

Servicer.........................................................

Section 6.02 Merger, Consolidation or Conversion of Depositor or

Master Servicer or Special Servicer..............................

Section 6.03 Limitation on Liability of Depositor, Master Servicer and

Special Servicer.................................................

Section 6.04 Resignation of Master Servicer and the Special Servicer..........

Section 6.05 Rights of Depositor and Trustee in Respect of Master

Servicer and the Special Servicer................................

Section 6.06 Depositor, Master Servicer and Special Servicer to

Cooperate with Trustee...........................................

Section 6.07 Depositor, Special Servicer and Trustee to Cooperate with

Master Servicer..................................................

Section 6.08 Depositor, Master Servicer and Trustee to Cooperate with

Special Servicer.................................................

Section 6.09 Designation of Special Servicer by the Controlling

Class and Controlling Holders....................................

Section 6.10 Master Servicer or Special Servicer as Owner of a

Certificate......................................................

Section 6.11 The Controlling Class Representative.............................

ARTICLE VII

DEFAULT

Section 7.01 Events of Default................................................

Section 7.02 Trustee to Act; Appointment of Successor.........................

Section 7.03 Notification to Certificateholders...............................

Section 7.04 Waiver of Events of Default......................................

Section 7.05 Additional Remedies of Trustee Upon Event of Default.............

ARTICLE VIII

CONCERNING THE TRUSTEE

Section 8.01 Duties of Trustee................................................

Section 8.02 Certain Matters Affecting Trustee................................

Section 8.03 Trustee Not Liable for Validity or Sufficiency of

Certificates or Mortgage Loans...................................

Section 8.04 Trustee May Own Certificates.....................................

Section 8.05 Fees and Expenses of Trustee; Indemnification of Trustee.........

Section 8.06 Eligibility Requirements for Trustee.............................

Section 8.07 Resignation and Removal of Trustee...............................

Section 8.08 Successor Trustee................................................

Section 8.09 Merger or Consolidation of Trustee...............................

Section 8.10 Appointment of Co-Trustee or Separate Trustee....................

Section 8.11 Appointment of Custodians........................................

Section 8.12 Appointment of Authenticating Agents.............................

Section 8.13 Access to Certain Information....................................

Section 8.14 Appointment of REMIC Administrators..............................

Section 8.15 Representations, Warranties and Covenants of Trustee.............

Section 8.16 Appointment of Paying Agent......................................

Section 8.17 Reports to the Securities and Exchange Commission;

Available Information............................................

Section 8.18 Maintenance of Mortgage File.....................................

ARTICLE IX

TERMINATION

Section 9.01 Termination Upon Repurchase or Liquidation of All

Mortgage Loans...................................................

Section 9.02 Additional Termination Requirements..............................

ARTICLE X

ADDITIONAL TAX PROVISIONS

Section 10.01 REMIC Administration.............................................

Section 10.02 Grantor Trust Administration.....................................

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01 Amendment........................................................

Section 11.02 Recordation of Agreement; Counterparts...........................

Section 11.03 Limitation on Rights of Certificateholders.......................

Section 11.04 Governing Law....................................................

Section 11.05 Notices..........................................................

Section 11.06 Severability of Provisions.......................................

Section 11.07 Grant of a Security Interest.....................................

Section 11.08 Streit Act.......................................................

Section 11.09 Successors and Assigns; Beneficiaries............................

Section 11.10 Article and Section Headings.....................................

Section 11.11 Notices to Rating Agencies.......................................

Section 11.12 Complete Agreement...............................................

<PAGE>

EXHIBITS

Exhibit

Exhibit Description No. Section Reference

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

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

Certificate"

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

Certificate"

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

Certificate"

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

Certificate"

Form of Class A-4 Certificate A-5 Section 1.01 Definition of "Class A-4

Certificate"

Form of Class A-1A Certificate A-6 Section 1.01 Definition of "Class A-1A

Certificate"

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

Certificate"

Form of Class X-P Certificate A-8 Section 1.01 Definition of "Class X-P

Certificate"

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

Certificate"

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

Certificate"

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

Certificate"

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

Certificate"

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

Certificate"

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

Certificate"

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

Certificate"

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

Certificate"

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

Certificate"

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

Certificate"

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

Certificate"

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

Certificate"

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

Certificate"

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

Certificate"

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

Certificate"

Form of Class R-I Certificate A-24 Section 1.01 Definition of "Class R-I

Certificate"

Form of Class R-II Certificate A-25 Section 1.01 Definition of "Class R-II

Certificate"

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

Certificate"

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

Certificate"

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

Certificate"

Mortgage Loan Schedule B Section 1.01 Definition of "Mortgage

Loan Schedule"

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

Mortgage File Delivery

Form of Custodial C-2 Section 2.02(b)

Certification

Form of Master Servicer D-1 Section 1.01 Definition of "Request

Request for Release for Release"; Section 2.03(b); Section

3.10(a); and Section 3.10(b)

Form of Special Servicer D-2 Section 1.01 Definition of "Request

Request for Release for Release"; Section 3.10(b)

Calculation of NOI/Debt E Section 1.01 Definition of "Net

Service Coverage Ratios Operating Income"

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

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

for QIBs

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

for Non-QIBs

Form of Transferee Certificate G Section 5.02(c)

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

Agreement Pursuant to

Section 5.02(d)(i)(B)

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

Pursuant to Section

5.02(d)(i)(D)

Form of Notice and I-1 Section 6.09

Acknowledgment

Form of Acknowledgment of I-2 Section 6.09

Proposed Special Servicer

Form of Interim Delinquent J Section 1.01 Definition of "Interim

Loan Status Report Delinquent Loan Status Report"

Form of Certificateholder K-1 Section 1.01 Definition of "Privileged

Confirmation Certificate Person"; Section 3.15(a)

Request by Beneficial

Holder

Form of Prospective Purchaser K-2 Section 3.15(a)

Certificate

Initial Companion Holders L Section 3.27

Class X-P Reference Rate M Section 1.01 Definition of "Class X-P

Reference Rate"

Form of Purchase Option Notice N Section 3.18(e)

Form of Defeasance Certificate O Section 3.20(h)

Form of Depositor P Section 8.17(b)

Certification

Form of Trustee Certification Q Section 8.17(c)

Form of Master Servicer R-1 Section 8.17(c)

Certification

Form of Special Servicer R-2 Section 8.17(c)

Certification

Class A-PB Planned Principal S Section 1.01 Definition of "Class A-PB

Balance Table Planned Principal Amount"

<PAGE>

POOLING AND SERVICING AGREEMENT

This Agreement is dated and effective as of January 1, 2005, among

WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., as Depositor, WACHOVIA BANK,

NATIONAL ASSOCIATION, as Master Servicer, and as Special Servicer solely with

respect to the 17 Battery Place Loan, GMAC COMMERCIAL MORTGAGE CORPORATION, as

Special Servicer except with respect to the 17 Battery Place Loan and WELLS

FARGO BANK, N.A., as Trustee.

PRELIMINARY STATEMENT:

The Depositor intends to sell mortgage pass-through certificates, to

be issued hereunder in multiple classes, which in the aggregate will evidence

the entire beneficial ownership interest in the Trust Fund to be created

hereunder, the primary assets of which will be the Mortgage Loans.

Component Loan REMIC

An election will be made to treat the segregated pool of assets

consisting of the Edgewater Hotel Loan and the Thousand Oaks Loan and certain

other related assets subject to this Agreement (exclusive of Additional Interest

with respect to the Edgewater Hotel Loan) as a REMIC for federal income tax

purposes, and such segregated pool of assets will be designated as the

"Component Loan REMIC". The Class R-I Certificates will represent the sole class

of "residual interests" in the Component Loan REMIC for purposes of the REMIC

Provisions under federal income tax law. The Component Loan REMIC Pooled Regular

Interests, the Class EH-NP Uncertificated Interest and the Class TO-NP

Uncertificated Interest will be the "regular interests" in the Component Loan

REMIC for purposes of the REMIC provisions, will not be certificated and will be

held by REMIC I.

The ownership interest in the Edgewater Hotel Loan, as part of the

Component Loan REMIC related to the Edgewater Hotel Loan, will be split into a

senior undivided ownership interest in the portion of the Component Loan REMIC

related to the Edgewater Hotel Loan (the "Edgewater Hotel Pooled Component") and

a subordinate undivided ownership interest in the portion of the Component Loan

REMIC related to the Edgewater Hotel Loan (the "Edgewater Hotel Non-Pooled

Component" and together with the Edgewater Hotel Pooled Component, the

"Edgewater Hotel Loan Components").

The ownership interest in the Thousand Oaks Loan, as part of the

Component Loan REMIC related to the Thousand Oaks Loan, will be split into a

senior undivided ownership interest in the portion of the Component Loan REMIC

related to the Thousand Oaks Loan (the "Thousand Oaks Pooled Component") and a

subordinate undivided ownership interest in the portion of the Component Loan

REMIC related to the Thousand Oaks Loan (the "Thousand Oaks Non-Pooled

Component" and together with the Thousand Oaks Pooled Component, the "Thousand

Oaks Loan Components"). The Edgewater Hotel Loan Components and the Thousand

Oaks Loan Components are collectively referred to herein as the "Component Loan

Components".

The following table sets forth certain information regarding the

Edgewater Hotel Loan, the Thousand Oaks Loan and the related Component Loan

Components:

<TABLE>

Original

Component

Principal

Balance/

Original

Component Corresponding

Loan Component Component

REMIC Loan Loan REMIC Related

Principal Remittance Regular Class of

Corresponding Component Loan Component Balance Rate* Interest Certificates

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

Edgewater Hotel Pooled Component $27,573,052 7.490% Class EH-P N/A

Uncertificated

Interest

Edgewater Hotel Non-Pooled Component $2,997,070 7.490% Class EH-NP Class EH

Uncertificated

Interest

Thousand Oaks Pooled Component $23,451,817 5.620% Class TO-P N/A

Uncertificated

Interest

Thousand Oaks Non-Pooled Component $498,974 5.620% Class TO-NP Class TO

Uncertificated

Interest

</TABLE>

* Represents the Net Mortgage Rate at which interest will accrue on the

Edgewater Hotel Loan or the Thousand Oaks Loan, as applicable, based on the

actual number of days elapsed and a 360-day year.

REMIC I

As provided herein, the Trustee will elect to treat the segregated

pool of assets consisting of all of the Majority Mortgage Loans, (exclusive of

that portion of the interest payments thereon that constitutes Additional

Interest), the Component Loan REMIC Pooled Regular Interests, the Class EH-NP

Uncertificated Interest and the Class TO-NP Uncertificated Interest and certain

other related assets subject to this Agreement as a REMIC for federal income tax

purposes, and such segregated pool of assets will be designated as REMIC I. The

Class R-I Certificates will represent the sole class of "residual interests" in

REMIC I for purposes of the REMIC Provisions under federal income tax law.

REMIC II

As provided herein, the Trustee will elect to treat the segregated

pool of assets consisting of all of the REMIC I Regular Interests as a REMIC for

federal income tax purposes, and such segregated pool of assets will be

designated as REMIC II. The Class R-II Certificates will evidence the sole class

of "residual interests" in REMIC II for purposes of the REMIC Provisions under

federal income tax law. For federal income tax purposes, each Class of the

Regular Certificates (other than with respect to the right of the Class EH

Certificates to receive Additional Interest) will be designated as a separate

"regular interest" in REMIC II for purposes of the REMIC Provisions under

federal income tax law.

The following table sets forth the Class or Component designation,

the original REMIC I Principal Balance for each corresponding REMIC I Regular

Interest (the "Corresponding REMIC I Regular Interest"), the Corresponding

Components of the Class X Certificates (the "Corresponding Components") and the

Original Class Principal Balance for each Class of Sequential Pay Certificates,

Class EH Certificates or Class TO Certificates, as applicable (the

"Corresponding Certificates").

<TABLE>

Original Corresponding Original Corresponding

Class REMIC I REMIC I REMIC I Components of

Corresponding Principal Regular Principal Pass- Class X

Certificates Balance Interests (1) Balance Through Rate Certificates (1)

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

Class A-1 $70,861,000 LA-1-1 $3,825,000 (2) X-A-1-1

LA-1-2 $4,744,000 X-A-1-2

LA-1-3 $36,209,000 X-A-1-3

LA-1-4 $26,083,000 X-A-1-4

Class A-2 $621,678,000 LA-2-1 $15,092,000 (2) X-A-2-1

LA-2-2 $40,922,000 X-A-2-2

LA-2-3 $39,988,000 X-A-2-3

LA-2-4 $40,476,000 X-A-2-4

LA-2-5 $39,298,000 X-A-2-5

LA-2-6 $44,156,000 X-A-2-6

LA-2-7 $401,746,000 X-A-2-7

Class A-3 $67,687,000 LA-3 $67,687,000 (2) X-A-3-1

Class A-PB $109,727,000 LA-PB-1 $44,776,000 (2) X-A-PB-1

LA-PB-2 $26,071,000 X-A-PB-2

LA-PB-3 $29,301,000 X-A-PB-3

LA-PB-4 $9,579,000 X-A-PB-4

Class A-4 $569,152,000 LA-4-1 $38,206,000 (2) X-A-4-1

LA-4-2 $43,961,000 X-A-4-2

LA-4-3 $486,985,000 X-A-4-3

Class A-1A $211,648,000 LA-1A-1 $505,000 (2) X-A-1A-1

LA-1A-2 $600,000 X-A-1A-2

LA-1A-3 $4,087,000 X-A-1A-3

LA-1A-4 $4,705,000 X-A-1A-4

LA-1A-5 $5,024,000 X-A-1A-5

LA-1A-6 $4,948,000 X-A-1A-6

LA-1A-7 $4,988,000 X-A-1A-7

LA-1A-8 $4,842,000 X-A-1A-8

LA-1A-9 $4,726,000 X-A-1A-9

LA-1A-10 $29,078,000 X-A-1A-10

LA-1A-11 $3,766,000 X-A-1A-11

LA-1A-12 $3,639,000 X-A-1A-12

LA-1A-13 $3,555,000 X-A-1A-13

LA-1A-14 $3,436,000 X-A-1A-14

LA-1A-15 $133,749,000 X-A-1A-15

Class A-J $131,545,000 LA-J $131,545,000 X-A-J

Class B $56,744,000 LB $56,744,000 (2) X-B

Class C $25,793,000 LC $25,793,000 (2) X-C

Class D $33,531,000 LD-1 $9,748,000 (2) X-D-1

LD-2 $10,362,000 X-D-2

LD-3 $9,920,000 X-D-3

LD-4 $3,501,000 X-D-4

Class E $20,635,000 LE-1 $8,290,000 (2) X-E-1

LE-2 $11,264,000 X-E-2

LE-3 $1,081,000 X-E-3

Class F $25,793,000 LF-1 $17,597,000 (2) X-F-1

LF-2 $8,196,000 X-F-2

Class G $20,634,000 LG-1 $1,648,000 (2) X-G-1

LG-2 $18,621,000 X-G-2

LG-3 $365,000 X-G-3

Class H $28,373,000 LH-1 $10,732,000 (2) X-H-1

LH-2 $17,641,000 X-H-2

Class J $2,579,000 LJ $2,579,000 (2) X-J-1

Class K $7,738,000 LK $7,738,000 (2) X-K

Class L $10,317,000 LL $10,317,000 (2) X-L

Class M $5,159,000 LM $5,159,000 (2) X-M

Class N $5,158,000 LN $5,158,000 (2) X-N

Class O $5,159,000 LO $5,159,000 (2) X-O

Class P $33,531,240 LP $33,531,240 (2) X-P

Class EH $2,997,070 LEH $2,997,070 (3) N/A

Class TO $498,974 LTO $498,974 (4) N/A

</TABLE>

----------

(1) The REMIC I Regular Interest or Interests and the Component or Components

of the Class X Certificates that correspond to any particular Class of

Sequential Pay Certificates, the Class EH Certificates or the Class TO

Certificates, as applicable, also correspond to each other and,

accordingly, constitute the Corresponding REMIC I Regular Interest and the

Corresponding Component (if any), respectively, with respect to each

other.

(2) The Weighted Average Net Mortgage Rate.

(3) The Pass-Through Rate for the Class EH Certificates.

(4) The Pass-Through Rate for the Class TO Certificates.

The portion of the Trust Fund consisting of the Additional Interest

and amounts held from time to time in the Additional Interest Account shall be

treated as a grantor trust (the "Grantor Trust") for federal income tax

purposes. As provided herein, the Trustee shall take all actions necessary to

ensure that the portion of the Trust Fund consisting of the Grantor Trust Assets

maintains its status as a "grantor trust" under federal income tax law and not

be treated as part of the Component Loan REMIC, REMIC I or REMIC II. The Class Z

Certificates and Class EH Certificates (solely with respect to the right thereof

to receive Additional Interest on the Edgewater Hotel Non-Pooled Component)

represent undivided beneficial interests in the portion of the Grantor Trust

representing Additional Interest and the Additional Interest Account as

described herein.

Each of the fourteen (14) mortgage loans referred to in this

Agreement as the 175 West Jackson Companion Loans, the 180 Maiden Lane Companion

Loans, the 900 Fourth Avenue Companion Loan, the 17 Battery Place Companion

Loan, the AON Office Building Companion Loan, the ADG-Coachman's Terrace

Companion Loan, the ADG-Fifth Avenue Companion Loan, ADG MHP Pool Two Companion

Loan, the ADG MHP Pool Three Companion Loan, the ADG-The Northrup Court

Apartments Companion Loan and the ADG-Oakridge Companion Loan (each, a

"Companion Loan" and collectively the "Companion Loans") are not part of the

Trust Fund but are secured by corresponding Mortgages that secure certain

related Mortgage Loans that are identified on the Mortgage Loan Schedule as the

175 West Jackson Loan (loan number 2), the 180 Maiden Lane Loan (loan number 3),

the 900 Fourth Avenue Loan (loan number 6), the 17 Battery Place Loan (loan

number 9), the AON Office Building Loan (loan number 7), the ADG MHP Pool Two

Loan (loan number 17), the ADG MHP Pool Three Loan (loan number 67), the ADG-The

Northrup Court Apartments Loan (loan number 161), the ADG-Fifth Avenue Loan

(loan number 181), the ADG-Oakridge Loan (loan number 135) and the

ADG-Coachman's Terrace Loan (loan number 156) (each, a "Co-Lender Loan" and

collectively, the "Co-Lender Loans") that are part of the Trust Fund.

The 175 West Jackson Loan and the 175 West Jackson Pari Passu Loan

are pari passu with each other, and the 175 West Jackson Subordinate Companion

Loan is subordinate to such loans. The 180 Maiden Lane Loan and the 180 Maiden

Lane Pari Passu Loan are pari passu with each other, the 180 Maiden Lane

Subordinate Companion Loan is subordinate to such loans, and the 180 Maiden Lane

Junior Subordinate Companion Loan is subordinate to the 180 Maiden Lane Loan,

the 180 Maiden Lane Pari Passu Loan and the 180 Maiden Lane Subordinate

Companion Loan. As and to the extent provided herein, each of the Companion

Loans, except for the 175 West Jackson Companion Loans and the 180 Maiden Lane

Companion Loans, will be serviced and administered in accordance with this

Agreement. The 175 West Jackson Loan, the 175 West Jackson Companion Loans, the

180 Maiden Lane Loan and the 180 Maiden Lane Companion Loans will be serviced

and administered in accordance with the Pooling and Servicing Agreement (the

"2004-C15 Pooling and Servicing Agreement"), dated as of November 1, 2004, by

and among Wachovia Commercial Mortgage Securities, Inc., as depositor (the

"2004-C15 Depositor"), Wachovia Bank, National Association, as master servicer

(the "2004-C15 Master Servicer") and as special servicer with respect to the 180

Maiden Lane Whole Loan, Clarion Partners, LLC, as special servicer except with

respect to the 180 Maiden Lane Whole Loan (each of Wachovia Bank, National

Association and Clarion Partners, LLC, as the context requires, the "2004-C15

Special Servicer"), and Wells Fargo Bank, N.A., as trustee (the "2004-C15

Trustee"), pursuant to which the Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates, Series 2004-C15 were issued.

Amounts attributable to the Companion Loans will not be assets of the Trust Fund

and will be owned by the Companion Holders.

The Edgewater Hotel Pooled Component will have an initial Component

Principal Balance of $27,573,052. The Edgewater Hotel Non-Pooled Component will

have an initial Component Principal Balance of $2,997,071. The Certificates

(other than the Class Z, Class EH and Class TO Certificates) will be entitled to

distributions from the Edgewater Hotel Pooled Component. The Class EH

Certificates will be entitled to distributions from the Edgewater Hotel

Non-Pooled Component pursuant to Section 4.01(c). The Thousand Oaks Pooled

Component will have an initial Component Principal Balance of $23,451,817. The

Thousand Oaks Non-Pooled Component will have an initial Component Principal

Balance of $498,975. The Certificates (other than the Class EH, Class TO and

Class Z Certificates) will be entitled to distributions from the Thousand Oaks

Pooled Component. The Class TO Certificates will be entitled to distributions

from the Thousand Oaks Non-Pooled Component pursuant to Section 4.01(d).

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.

"17 Battery Place 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 17 Battery Place Loan.

"17 Battery Place Control Appraisal Period": "Control Appraisal

Period" as such term is defined in the 17 Battery Place Intercreditor Agreement.

"17 Battery Place Controlling Holder": The holder of a "Controlling

Interest" as such term is defined under the 17 Battery Place Intercreditor

Agreement.

"17 Battery Place Intercreditor Agreement": The Intercreditor and

Servicing Agreement, dated as of December 1, 2004, by and between Wachovia Bank,

National Association, as Lead Lender and SLG Battery Funding LLC, as Co-Lender

relating to the 17 Battery Place Loan Pair.

"17 Battery Place Loan" That certain mortgage loan which is included

in the Trust Fund (identified as loan number 9 on the Mortgage Loan Schedule).

"17 Battery Place Loan Pair": The 17 Battery Place Loan, together

with the 17 Battery Place Companion Loan.

"175 West Jackson Companion Loans": The 175 West Jackson Pari Passu

Loan and the 175 West Jackson Subordinate Companion Loan.

"175 West Jackson Control Appraisal Period": "Control Appraisal

Period" as such term is defined in the 175 West Jackson Intercreditor Agreement.

"175 West Jackson Intercreditor Agreement": The Intercreditor and

Servicing Agreement, dated as of August 26, 2004, by and among Wachovia Bank,

National Association, as Note A-1 Holder, Wachovia Bank, National Association,

as Note A-2 Holder and Wachovia Bank, National Association, as Note B Holder

relating to the 175 West Jackson Whole Loan.

"175 West Jackson Loan": That certain mortgage loan which is

included in the Trust Fund (identified as loan number 2 on the Mortgage Loan

Schedule).

"175 West Jackson Pari Passu Loan": That certain loan evidenced by a

note, which is not an asset of the Trust Fund, secured by the Mortgaged Property

securing the 175 West Jackson Loan and pari passu with the 175 West Jackson

Loan.

"175 West Jackson Subordinate Companion Loan": That certain

subordinate loan, which is not an asset of the Trust Fund, relating to the

Mortgaged Property securing the 175 West Jackson Loan.

"175 West Jackson Whole Loan": The 175 West Jackson Loan, together

with the 175 West Jackson Companion Loans.

"180 Maiden Lane Companion Loans": The 180 Maiden Lane Pari Passu

Loan, the 180 Maiden Lane Subordinate Companion Loan and the 180 Maiden Lane

Junior Subordinate Companion Loan.

"180 Maiden Lane Control Appraisal Period": "Control Appraisal

Period" as such term is defined in the 180 Maiden Lane Intercreditor Agreement.

"180 Maiden Lane Intercreditor Agreement": The Intercreditor and

Servicing Agreement, dated as of October 18, 2004 by and among Wachovia Bank,

National Association, as Note A-1 Lender, Wachovia Bank, National Association,

as Note A-2 Lender, Wachovia Bank, National Association, as Initial B Lender,

and Gramercy Warehouse Funding I LLC, as Initial C Lender relating to the 180

Maiden Lane Whole Loan.

"180 Maiden Lane Junior Subordinate Companion Loan": That certain

loan, which is not an asset of the Trust Fund, that is secured by the Mortgaged

Property securing the 180 Maiden Lane Loan and that is subordinate to the 180

Maiden Lane Senior Loans and the 180 Maiden Lane Subordinate Companion Loan.

"180 Maiden Lane Loan": That certain mortgage loan which is included

in the Trust Fund (identified as loan number 3 on the Mortgage Loan Schedule).

"180 Maiden Lane Pari Passu Loan": That certain loan evidenced by a

note, which is not an asset of the Trust Fund, secured by the Mortgaged Property

securing the 180 Maiden Lane Loan and pari passu with the 180 Maiden Lane Loan.

"180 Maiden Lane Subordinate Companion Loan": That certain

subordinate loan, which is not an asset of the Trust Fund, relating to the

Mortgaged Property securing the 180 Maiden Lane Loan.

"180 Maiden Lane Whole Loan": The 180 Maiden Lane Loan, together

with the 180 Maiden Lane Companion Loans.

"900 Fourth Avenue 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 900 Fourth Avenue Loan.

"900 Fourth Avenue Control Appraisal Period": "Control Appraisal

Period" as such term is defined in the 900 Fourth Avenue Intercreditor

Agreement.

"900 Fourth Avenue Controlling Holder": The holder of a "Controlling

Interest" as such term is defined under the 900 Fourth Avenue Intercreditor

Agreement.

"900 Fourth Avenue Intercreditor Agreement": The Intercreditor and

Servicing Agreement, dated as of October 2004, by and between Wachovia Bank,

National Association, as Lead Lender and Wachovia Bank, National Association, as

Co-Lender relating to the 900 Fourth Avenue Loan Pair.

"900 Fourth Avenue Loan": That certain mortgage loan which is

included in the Trust Fund (identified as loan number 6 on the Mortgage Loan

Schedule).

"900 Fourth Avenue Loan Pair": The 900 Fourth Avenue Loan, together

with the 900 Fourth Avenue Companion Loan.

"2004-C15 Controlling Class Representative": The "Controlling Class

Representative" as defined in the 2004-C15 Pooling and Servicing Agreement.

"2004-C15 Depositor": As defined in the Preliminary Statement.

"2004-C15 Majority Subordinate Certificateholder": The "Majority

Subordinate Certificateholder" as defined in the 2004-C15 Pooling and Servicing

Agreement.

"2004-C15 Master Servicer": As defined in the Preliminary Statement.

"2004-C15 Mortgage Loan Purchase Agreement": The "Mortgage Loan

Purchase Agreement" as defined in the 2004-C15 Pooling and Servicing Agreement.

"2004-C15 Pooling and Servicing Agreement": As defined in the

Preliminary Statement.

"2004-C15 Serviced Mortgage Loans": The 175 West Jackson Loan and

the 180 Maiden Lane Loan.

"2004-C15 Special Servicer": As defined in the Preliminary

Statement.

"2004-C15 Trustee": As defined in the Preliminary Statement.

"30/360 Basis": The accrual of interest calculated on the basis of a

360-day year consisting of twelve 30-day months.

"Accrued Certificate Interest": With respect to any Class of Regular

Certificates (other than the Class X Certificates) for any Distribution Date,

one month's interest at the Pass-Through Rate applicable to such Class of

Certificates for such Distribution Date, accrued for the related Interest

Accrual Period on the related Class Principal Balance outstanding immediately

prior to such Distribution Date; and, with respect to the Class X-C and Class

X-P Certificates for any Distribution Date, the sum of the related Accrued

Component Interest for the related Interest Accrual Period for all of their

respective Components for such Distribution Date. Accrued Certificate Interest

shall be calculated on a 30/360 Basis and, with respect to any Class of Regular

Certificates for any Distribution Date, shall be deemed to accrue during the

calendar month preceding the month in which such Distribution Date occurs.

"Accrued Component Interest": With respect to each Component of the

Class X-C and Class X-P Certificates for any Distribution Date, one month's

interest at the Class X-C Strip Rate or Class X-P Strip Rate applicable to such

Component for such Distribution Date, accrued on the Component Notional Amount

of such Component outstanding immediately prior to such Distribution Date.

Accrued Component Interest shall be calculated on a 30/360 Basis and, with

respect to any Component and any Distribution Date, shall be deemed to accrue

during the calendar month preceding the month in which such Distribution Date

occurs.

"Accrued Edgewater Hotel Component Interest": With respect to each

Edgewater Hotel Loan Component for any Distribution Date, one month's interest

at the Edgewater Hotel Component Loan Remittance Rate for such Component Loan

Component and such Distribution Date, accrued on an Actual/360 Basis during the

one month period immediately preceding such Distribution Date on the Component

Principal Balance of such Component Loan Component outstanding immediately after

making any allocations or deemed distributions on the immediately preceding

Distribution Date.

"Accrued Thousand Oaks Component Interest": With respect to each

Thousand Oaks Loan Component for any Distribution Date, one month's interest at

the Thousand Oaks Component Loan Remittance Rate for such Component Loan

Component and such Distribution Date, accrued on an Actual/360 Basis during the

one month period immediately preceding such Distribution Date on the Component

Principal Balance of such Component Loan Component outstanding immediately after

making any allocations or deemed distributions on the immediately preceding

Distribution Date.

"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 (and related

Component Loan Components) after its Anticipated Repayment Date, all interest

accrued on the principal balance of such ARD Loan (or Component Loan Components,

as applicable) 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 (or Component Loan Components, as

applicable) 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

Component Loan Components, as applicable) 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-C16, Additional Interest

Account." The Additional Interest Account shall not be an asset of any REMIC

created hereunder.

"Additional Interest Rate": With respect to any ARD Loan (and the

related Component Loan Components) after its Anticipated Repayment Date, the

incremental increase in the per annum rate at which such Mortgage Loan (or

Component Loan Components) accrues interest after the Anticipated Repayment Date

(in the absence of defaults) as calculated and as set forth in the related

Mortgage Loan documents.

"Additional Trust Fund Expense": Any Special Servicing Fees, Workout

Fees, Liquidation Fees and, in accordance with Sections 3.03(d) and 4.03(d),

interest payable to the Master Servicer and/or the Trustee on Advances (to the

extent not offset by Penalty Interest and late payment charges), the cost of

contracting with a Determination Party as set forth in Section 2.03 and amounts

payable to the Special Servicer in connection with inspections of Mortgaged

Properties required pursuant to the first sentence of Section 3.12(a) (and not

otherwise paid from Penalty Interest and late payment charges), as well as

(without duplication) any of the expenses of the Trust Fund that may be

withdrawn (x) pursuant to any of clauses (viii), (ix), (xii), (xiii), (xiv) and

(xx) of Section 3.05(a) out of general collections on the Mortgage Loans and any

REO Properties on deposit in the Certificate Account or (y) pursuant to clause

(ii) or any of clauses (iv) through (vi) of Section 3.05(b) out of general

collections on the Mortgage Loans and any REO Properties on deposit in the

Distribution Account; provided that for purposes of the allocations contemplated

by Section 4.04 no such expense shall be deemed to have been incurred by the

Trust Fund until such time as the payment thereof is actually made from the

Certificate Account or the Distribution Account, as the case may be.

"Additional Yield Amount": (a) With respect to any Distribution Date

and any Class of Regular Certificates (other than the Class X, Class EH and

Class TO Certificates and any Excluded Class) entitled to distributions of

principal with respect to Loan Group 1 pursuant to Section 4.01(a) on such

Distribution Date, provided that a Yield Maintenance Charge and/or Prepayment

Premium was actually collected on a Mortgage Loan or an REO Loan in such Loan

Group during the related Collection Period, the product of (a) such Yield

Maintenance Charge and/or Prepayment Premium multiplied by (b) a fraction, which

in no event will be greater than one, the numerator of which is equal to the

positive excess, if any, of (i) the Pass-Through Rate for such Class of Regular

Certificates then receiving principal over (ii) the related Discount Rate, and

the denominator of which is equal to the positive excess, if any, of (i) the

Mortgage Rate for such Mortgage Loan or REO Loan, as the case may be, over (ii)

the related Discount Rate, multiplied by (c) a fraction, the numerator of which

is equal to the amount of principal distributable on such Class of Regular

Certificates on such Distribution Date pursuant to Section 4.01(a) with respect

to Loan Group 1, and the denominator of which is equal to the Loan Group 1

Principal Distribution Amount for such Distribution Date.

(b) With respect to any Distribution Date and any Class of Regular

Certificates (other than the Class X, Class EH and Class TO Certificates

and any Excluded Class) entitled to distributions of principal with

respect to Loan Group 2 pursuant to Section 4.01(a) on such Distribution

Date, provided that a Yield Maintenance Charge and/or Prepayment Premium

was actually collected on a Mortgage Loan or an REO Loan in such Loan

Group during the related Collection Period, the product of (a) such Yield

Maintenance Charge and/or Prepayment Premium multiplied by (b) a fraction,

which in no event will be greater than one, the numerator of which is

equal to the positive excess, if any, of (i) the Pass-Through Rate for

such Class of Regular Certificates then receiving principal over (ii) the

related Discount Rate, and the denominator of which is equal to the

positive excess, if any, of (i) the Mortgage Rate for such Mortgage Loan

or REO Loan, as the case may be, over (ii) the related Discount Rate,

multiplied by (c) a fraction, the numerator of which is equal to the

amount of principal distributable on such Class of Regular Certificates on

such Distribution Date pursuant to Section 4.01(a) with respect to Loan

Group 2, and the denominator of which is equal to the Loan Group 2

Principal Distribution Amount for such Distribution Date.

principal on any Class of Regular Certificates could be made from

principal amounts allocable to Loan Group 1 or principal amounts allocable

to Loan Group 2, the Trustee shall assume that those payments of principal

on that Class of Regular Certificates are made from amounts allocable to

each Loan Group, on a pro rata basis in accordance with the respective

amounts allocable to each Loan Group that were available for payment on

that Class.

"ADG-Coachman's Terrace Companion Holder": The holder of the

ADG-Coachman's Terrace Companion Loan.

"ADG-Coachman's Terrace 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 ADG-Coachman's Terrace Loan.

"ADG-Coachman's Terrace Intercreditor Agreement": The Intercreditor

and Servicing Agreements, each dated as of October 1, 2004, and each by and

between Wachovia Bank, National Association, as A Note Holder, and CBA-Mezzanine

Capital Finance, LLC, as B Note Holder relating to the ADG-Coachman's Terrace

Loan Pair.

"ADG-Coachman's Terrace Loan": That certain Mortgage Loan identified

on the Mortgage Loan Schedule as loan number 156.

"ADG-Coachman's Terrace Loan Pair": The ADG-Coachman's Terrace Loan

and the ADG-Coachman's Terrace Companion Loan.

"ADG-Fifth Avenue Companion Holder": The holder of the ADG-Fifth

Avenue Companion Loan.

"ADG-Fifth Avenue 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 ADG-Fifth Avenue Loan.

"ADG-Fifth Avenue Intercreditor Agreement": The Intercreditor and

Servicing Agreements, each dated as of October 1, 2004, and each by and between

Wachovia Bank, National Association, as A Note Holder, and CBA-Mezzanine Capital

Finance, LLC, as B Note Holder relating to the ADG-Fifth Avenue Loan.

"ADG-Fifth Avenue Loan": That certain Mortgage Loan identified on

the Mortgage Loan Schedule as loan number 181.

"ADG-Fifth Avenue Loan Pair": The ADG-Fifth Avenue Loan and the

ADG-Fifth Avenue Companion Loan.

"ADG MHP Pool Three Companion Holder": The holder of the ADG MHP

Pool Three Companion Loan.

"ADG MHP Pool Three 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 related ADG MHP Pool Three Loan.

"ADG MHP Pool Three Intercreditor Agreement": The Intercreditor and

Servicing Agreements, each dated as of October 1, 2004, and each by and between

Wachovia Bank, National Association, as A Note Holder, and CBA-Mezzanine Capital

Finance, LLC, as B Note Holder relating to the ADG MHP Pool Three Loan Pair.

"ADG MHP Pool Three Loan": That certain Mortgage Loan identified on

the Mortgage Loan Schedule as loan number 67.

"ADG MHP Pool Three Loan Pair": The ADG MHP Pool Three Loan and the

ADG MHP Pool Three Companion Loan.

"ADG MHP Pool Two Companion Holder": The holder of the ADG MHP Pool

Two Companion Loan.

"ADG MHP Pool Two 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 ADG MHP Pool Two Loan.

"ADG MHP Pool Two Intercreditor Agreement": The Intercreditor and

Servicing Agreements, each dated as of October 1, 2004, and each by and between

Wachovia Bank, National Association, as A Note Holder, and CBA-Mezzanine Capital

Finance, LLC, as B Note Holder relating to the ADG MHP Pool Two Loan Pair.

"ADG MHP Pool Two Loan": That certain Mortgage Loan identified on

the Mortgage Loan Schedule as loan number 17.

"ADG MHP Pool Two Loan Pair": The ADG MHP Pool Two Loan and the ADG

MHP Pool Two Companion Loan.

"ADG-Oakridge Companion Holder": The holder of the ADG-Oakridge

Companion Loan.

"ADG-Oakridge 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 ADG-Oakridge Loan.

"ADG-Oakridge Intercreditor Agreement": The Intercreditor and

Servicing Agreements, each dated as of October 1, 2004, and each by and between

Wachovia Bank, National Association, as A Note Holder, and CBA-Mezzanine Capital

Finance, LLC, as B Note Holder, relating to the ADG-Oakridge Loan.

"ADG-Oakridge Loan": That certain Mortgage Loan identified on the

Mortgage Loan Schedule as loan number 135.

"ADG-Oakridge Loan Pair": The ADG-Oakridge Loan and the

ADG--Oakridge Companion Loan.

"ADG-The Northrup Court Apartments Companion Holder": The holder of

the ADG-The Northrup Court Apartments Companion Loan.

"ADG-The Northrup Court Apartments 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 ADG-The Northrup Court Apartments Loan.

"ADG-The Northrup Court Apartments Intercreditor Agreement": The

Intercreditor and Servicing Agreements, each dated as of October 1, 2004, and

each by and between Wachovia Bank, National Association, as A Note Holder, and

CBA-Mezzanine Capital Finance, LLC, as B Note Holder relating to the ADG-The

Northrup Court Apartments Loan Pair.

"ADG-The Northrup Court Apartments Loan": That certain Mortgage Loan

identified on the Mortgage Loan Schedule as loan number 161.

"ADG-The Northrup Court Apartments Loan Pair": The ADG-The Northrup

Court Apartments Loan and the ADG-The Northrup Court Apartments Companion Loan.

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

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

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

"Affiliate": With respect to any specified Person, any other Person

controlling or controlled by or under common control with such specified Person.

For the purposes of this definition, "control" when used with respect to any

specified Person means the power to direct the management and policies of such

Person, directly or indirectly, whether through the ownership of voting

securities, by contract or otherwise and the terms "controlling" and

"controlled" have meanings correlative to the foregoing.

"Agreement": This Pooling and Servicing Agreement and all amendments

hereof and supplements hereto.

"Anticipated Repayment Date": For each ARD Loan (or related

Component Loan Component), 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).

"AON Office Building Companion Holder": The holder of the AON Office

Building Companion Loan.

"AON 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 AON Office Building Loan.

"AON Office Building Intercreditor Agreement": The Intercreditor

Agreement Supplement, dated as of October 2004, by and between Wachovia Bank,

National Association, as A Note Holder, and Capital Lease Funding, LLC, as B

Note Holder, in connection with the AON Office Building Loan Pair.

"AON Office Building Loan Pair": The AON Office Loan, together with

the AON Office Companion Loan.

"AON Office Building Loan": That certain Mortgage Loan identified on

the Mortgage Loan Schedule as loan number 7.

"Appraisal": With respect to any Mortgage Loan, an appraisal of the

related Mortgaged Property from an Independent Appraiser selected by the Special

Servicer or the Master Servicer prepared in accordance with 12 CFR ss.225.62 and

conducted in accordance with the standards of the American Appraisal Institute

by an Independent Appraiser, which Independent Appraiser shall be advised to

take into account the factors specified in Section 3.09(a), any available

environmental, engineering or other third-party reports, and other factors that

a prudent real estate appraiser would consider.

"Appraisal Reduction Amount": The excess, if any, of (a) the sum of

(without duplication), as calculated by the Master Servicer as of the first

Determination Date immediately succeeding the Master Servicer obtaining

knowledge of the occurrence of the Required Appraisal Date if no new Required

Appraisal is required or the date on which a Required Appraisal (or letter

update or internal valuation, if applicable) is obtained and each Determination

Date thereafter so long as the related Mortgage Loan remains a Required

Appraisal Mortgage Loan (i) the Stated Principal Balance of the subject Required

Appraisal Mortgage Loan, (ii) to the extent not previously advanced by or on

behalf of the Master Servicer or the Trustee (or with respect to the 2004-C15

Serviced Mortgage Loans, by the 2004-C15 Master Servicer or the 2004-C15

Trustee), all unpaid interest on the Required Appraisal Mortgage Loan through

the most recent Due Date prior to such Determination Date at a per annum rate

equal to the related Net Mortgage Rate (exclusive of any portion thereof that

constitutes Additional Interest), (iii) all accrued but unpaid Servicing Fees

and all accrued but unpaid Additional Trust Fund Expenses in respect of such

Required Appraisal Mortgage Loan (or, with respect to the 2004-C15 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 2004-C15

Pooling and Servicing Agreement), (iv) all related unreimbursed Advances and any

Advances related to such Required Appraisal Mortgage Loan 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 2004-C15 Serviced Mortgage Loan, 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 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, with

respect to the Edgewater Hotel Loan, the Edgewater Hotel Non-Pooled Component,

and with respect to the Thousand Oaks Loan, the Thousand Oaks Non-Pooled

Component) 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 will equal 25% of the outstanding principal balance of such

Mortgage Loan, 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 January 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 to any REO Loan, for any

Due Date therefor as of which the related REO Property remains part of the Trust

Fund, the Periodic Payment of principal and/or interest deemed to be due in

respect thereof on such Due Date that would have been due in respect of the

predecessor Mortgage Loan (or, if applicable, Companion Loans) on such Due Date

had it remained outstanding (or, if the predecessor Mortgage Loan was a Balloon

Mortgage Loan and such Due Date coincides with or follows what had been its

Stated Maturity Date, the Assumed Scheduled Payment that would have been deemed

due in respect of the predecessor Mortgage Loan on such Due Date had it remained

outstanding).

"Authenticating Agent": Any authenticating agent appointed pursuant

to Section 8.12 (or, in the absence of any such appointment, the Trustee).

"Available Distribution Amount": With respect to any Distribution

Date, an amount equal to with respect to each Mortgage Loan (a) the sum

(including, with respect to the 2004-C15 Serviced Mortgage Loans any amounts

remitted by or advanced pursuant to the 2004-C15 Pooling and Servicing

Agreement) of, without duplication, (i) the aggregate of the amounts on deposit

in the Certificate Account and the Distribution Account as of the close of

business on the last day of the related Collection Period and the amounts

collected by or on behalf of the Master Servicer as of the close of business on

the last day of such Collection Period and required to be deposited in the

Certificate Account; provided, however, with respect to the Edgewater Hotel Loan

and the Thousand Oaks Loan, only such amounts as are allocated to the Edgewater

Hotel Pooled Component and the Thousand Oaks Pooled Component, as applicable, in

accordance with the terms of this Agreement; (ii) the aggregate amount of any

P&I Advances made by the Master Servicer or the Trustee for distribution on the

Certificates on such Distribution Date pursuant to Section 4.03; provided,

however, with respect to the Edgewater Hotel Loan and the Thousand Oaks Loan,

only such amounts as are allocated to the Edgewater Hotel Pooled Component and

the Thousand Oaks Pooled Component, as applicable, in accordance with the terms

of this Agreement; (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); provided, however, with respect to the Edgewater Hotel Loan

and the Thousand Oaks Loan, only such amounts as are allocated to the Edgewater

Hotel Pooled Component and the Thousand Oaks Pooled Component, as applicable, in

accordance with the terms of this Agreement; (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;

provided, however, with respect to the Edgewater Hotel Loan and the Thousand

Oaks Loan, only such amounts as are allocated to the Edgewater Hotel Pooled

Component and the Thousand Oaks Pooled Component, as applicable, in accordance

with the terms of this Agreement; 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 (or, in the case of the Edgewater Hotel Loan and the Thousand Oaks Loan,

the Edgewater Hotel Pooled Component and the Thousand Oaks Pooled Component,

respectively) 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),

(xx) and (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 or any amounts allocated in respect of a

Non-Pooled Component.

"Balloon Mortgage Loan": Any Mortgage Loan that by its original

terms or by virtue of any modification entered into as of the Closing Date

provides for an amortization schedule extending beyond its Stated Maturity Date.

"Balloon Payment": With respect to any Balloon Mortgage Loan as of

any date of determination, the Scheduled Payment payable on the Stated Maturity

Date of such Mortgage Loan.

"Bankruptcy Code": The federal Bankruptcy Code, as amended from time

to time (Title 11 of the United States Code).

"Bid Allocation": With respect to the Master Servicer and each

Sub-Servicer and the proceeds of any bid pursuant to Section 7.01(c), the amount

of such proceeds (net of any expenses incurred in connection with such bid and

the transfer of servicing), multiplied by a fraction equal to (a) the Servicer

Fee Amount for the Master Servicer or such Sub-Servicer, as the case may be, as

of such date of determination, over (b) the aggregate of the Servicer Fee

Amounts for the Master Servicer and all of the Sub-Servicers as of such date of

determination.

"Book-Entry Certificate": Any Certificate registered in the name of

the Depository or its nominee.

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

"Business Day": Any day other than a Saturday, a Sunday or a day on

which banking institutions in New York, New York, Minneapolis, Minnesota, or the

cities in which the Corporate Trust Office of the Trustee (which as of the

Closing Date is Columbia, Maryland) or the offices of the Master Servicer (which

as of the Closing Date is Charlotte, North Carolina) are located, are authorized

or obligated by law or executive order to remain closed.

"CERCLA": The Comprehensive Environmental Response, Compensation and

Liability Act of 1980, as amended.

"Certificate": Any one of the Wachovia Bank Commercial Mortgage

Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C16, 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-C16." 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,

(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, Class EH Certificates

or Class TO Certificates, as applicable, is reduced by the amount of Mortgage

Deferred Interest allocable to such Class on any Distribution Date.

"Certificate Factor": With respect to any Class of Regular

Certificates as of any date of determination, a fraction, expressed as a decimal

carried to eight places, the numerator of which is the then current Class

Principal Balance, Class X-C Notional Amount or Class X-P Notional Amount, as

applicable, of such Class of Regular Certificates and the denominator of which

is the Original Class Principal Balance or Original Notional Amount of such

Class of Regular Certificates.

"Certificate Notional Amount": With respect to any Class X-C

Certificate or Class X-P Certificate, as of any date of determination, the then

notional amount of such Certificate equal to the product of (a) the Percentage

Interest evidenced by such Certificate, multiplied by (b) the then Class X-C

Notional Amount or Class X-P Notional Amount, as applicable.

"Certificate Owner": With respect to a Book-Entry Certificate, the

Person who is the beneficial owner of such Certificate as reflected on the books

of the Depository or on the books of a Depository Participant or on the books of

an indirect participating brokerage firm for which a Depository Participant acts

as agent.

"Certificate Principal Balance": With respect to any Sequential Pay

Certificate, as of any date of determination, the then outstanding principal

amount of such Certificate equal to the product of (a) the Percentage Interest

evidenced by such Certificate, multiplied by (b) the then Class Principal

Balance of the Class of Certificates to which such Certificate belongs.

"Certificate Register" and "Certificate Registrar": The register

maintained and the registrar appointed pursuant to Section 5.02.

"Certificateholder": The Person in whose name a Certificate is

registered in the Certificate Register, except that (i) only a Permitted

Transferee shall be the Holder of a Residual Certificate for any purpose hereof

and, (ii) solely for the purposes of giving any consent, approval or waiver

pursuant to this Agreement that relates to any of the Depositor, any Mortgage

Loan Seller, the Master Servicer, the Special Servicer or the Trustee in its

respective capacity as such (except with respect to amendments or waivers

referred to in Sections 7.04 and 11.01 hereof and any consent, approval or

waiver required or permitted to be made by the Majority Subordinate

Certificateholder or the Controlling Class Representative and any election,

removal or replacement of the Special Servicer or the Controlling Class

Representative pursuant to Section 6.09), any Certificate registered in the name

of the Depositor, any Mortgage Loan Seller, the Master Servicer, the Special

Servicer or the Trustee, as the case may be, or any Certificate registered in

the name of any of their respective Affiliates, shall be deemed not to be

outstanding, and the Voting Rights to which it is entitled shall not be taken

into account in determining whether the requisite percentage of Voting Rights

necessary to effect any such consent, approval or waiver that relates to it has

been obtained. The Certificate Registrar shall be entitled to request and rely

upon a certificate of the Depositor, the Master Servicer or the Special Servicer

in determining whether a Certificate is registered in the name of an Affiliate

of such Person. All references herein to "Holders" or "Certificateholders" shall

reflect the rights of Certificate Owners as they may indirectly exercise such

rights through the Depository and the Depository Participants, except as

otherwise specified herein; provided, however, that the parties hereto shall be

required to recognize as a "Holder" or "Certificateholder" only the Person in

whose name a Certificate is registered in the Certificate Register.

"Class": Collectively, all of the Certificates bearing the same

alphabetical and, if applicable, numerical class designation.

"Class A Certificates": The Class A-1, Class A-2, Class A-3, 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-6

attached hereto, and evidencing a "regular interest" in REMIC II for purposes of

the REMIC Provisions.

"Class A-2 Certificate": Any one of the Certificates with a "Class

A-2" designation on the face thereof, substantially in the form of Exhibit A-2

attached hereto, and evidencing a "regular interest" in REMIC II for purposes of

the REMIC Provisions.

"Class A-3 Certificate": Any one of the Certificates with a "Class

A-3" designation on the face thereof, substantially in the form of Exhibit A-3

attached hereto, and evidencing a "regular interest" in REMIC II for purposes of

the REMIC Provisions.

"Class A-4 Certificate": Any one of the Certificates with a "Class

A-4" designation on the face thereof, substantially in the form of Exhibit A-5

attached hereto, and evidencing a "regular interest" in REMIC II for purposes of

the REMIC Provisions.

"Class A-J Certificate": Any of the Certificates with a "Class A-J"

designation on the face thereof, substantially in the form of Exhibit A-9

attached hereto, and evidencing a "regular interest" in REMIC II for purposes of

the REMIC Provisions.

"Class A-PB Certificate": Any one of the Certificates with a "Class

A-PB" designation on the face thereof, substantially in the form of Exhibit A-4

attached hereto, and evidencing a "regular interest" in REMIC II for purposes of

the REMIC Provisions.

"Class A-PB Planned Principal Amount": The planned principal amount

set forth on Exhibit S hereto relating to principal payments for the Class A-PB

Certificates.

"Class B Certificate": Any one of the Certificates with a "Class B"

designation on the face thereof, substantially in the form of Exhibit A-10

attached hereto, and evidencing a "regular interest" in REMIC II for purposes of

the REMIC Provisions.

"Class C Certificate": Any one of the Certificates with a "Class C"

designation on the face thereof, substantially in the form of Exhibit A-11

attached hereto, and evidencing a "regular interest" in REMIC II for purposes of

the REMIC Provisions.

"Class D Certificate": Any one of the Certificates with a "Class D"

designation on the face thereof, substantially in the form of Exhibit A-12

attached hereto, and evidencing a "regular interest" in REMIC II for purposes of

the REMIC Provisions.

"Class E Certificate": Any one of the Certificates with a "Class E"

designation on the face thereof, substantially in the form of Exhibit A-13

attached hereto, and evidencing a "regular interest" in REMIC II for purposes of

the REMIC Provisions.

"Class EH Available Distribution Amount": With respect to any

Distribution Date, an amount equal to (a) the sum of, without duplication, (i)

the aggregate of the amounts collected in respect of the Edgewater Hotel Loan on

deposit in the Certificate Account and the Distribution Account as of the close

of business at the end of the related Collection Period and the amounts

collected in respect of the Edgewater Hotel Loan 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; provided, in each case,

only to the extent of amounts allocated to the Edgewater Hotel Non-Pooled

Component in accordance with this Agreement and (ii) the aggregate amount

deposited by the Master Servicer in the Certificate Account in respect of the

Edgewater Hotel Loan; provided, only to the extent of amounts allocable to the

Edgewater Hotel Non-Pooled Component in accordance with this Agreement for such

Distribution Date pursuant to Section 3.19 in connection with Prepayment

Interest Shortfalls, net of (b) the portion of the amount described in

subclauses (a)(i) and (a)(ii) 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) through (xv), (xix), (xx) and (xxii) of Section 3.05(a) or (B) the

Distribution Account pursuant to clauses (ii) through (vii) of Section 3.05(b),

(iii) Yield Maintenance Charges allocable to the Edgewater Hotel Non-Pooled

Component, (iv) Additional Interest allocable to the Edgewater Hotel Non-Pooled

Component and (v) any amounts deposited in the Certificate Account in error.

"Class EH Certificate": Any one of the Certificates with a "Class

EH" designation on the face thereof, substantially in the form of Exhibit A-27

attached hereto, and evidencing (i) a "regular interest" in REMIC II for

purposes of the REMIC Provisions entitled to payment on the Edgewater Hotel

Non-Pooled Component other than Additional Interest and (ii) a beneficial

interest in the Grantor Trust with respect to Additional Interest related to the

Edgewater Hotel Non-Pooled Component.

"Class EH-NP Uncertificated Interest": An uncertificated regular

interest in the Component Loan REMIC that (i) corresponds to the Edgewater Hotel

Non-Pooled Component, (ii) is held as an asset of REMIC I and (iii) has the

original Component Loan REMIC Principal Balance and corresponding Component Loan

Remittance Rate set forth in the Preliminary Statement hereto.

"Class EH-P Uncertificated Interest": An uncertificated regular

interest in the Component Loan REMIC that (i) corresponds to the Edgewater Hotel

Pooled Component, (ii) is held as an asset of REMIC I and (iii) has the original

Component Loan REMIC Principal Balance and corresponding Component Loan

Remittance Rate set forth in the Preliminary Statement hereto.

"Class EH Principal Distribution Amount": With respect to any

Distribution Date, the aggregate of the following, without duplication, to the

extent paid by the Mortgagor under the Edgewater Hotel Loan and allocable to the

Edgewater Hotel Non-Pooled Component in accordance with this Agreement:

(a) the aggregate of the principal portions of all Scheduled

Payments (other than Balloon Payments) and any Assumed Scheduled Payments

due or deemed due and allocable to the Edgewater Hotel Non-Pooled

Component in accordance with this Agreement for its Due Date occurring

during the related Collection Period, to the extent not previously

received with respect to a Distribution Date prior to such Collection

Period;

(b) the aggregate of all Principal Prepayments received on the

Edgewater Hotel Loan and allocable to the Edgewater Hotel Non-Pooled

Component during the Collection Period;

during or prior to the related Collection Period, any payment of principal

(other than a Principal Prepayment) made by or on behalf of the Mortgagor

during the related Collection Period (including any Balloon Payment), net

of any portion of such payment that represents a recovery of the principal

portion of any Scheduled Payment (other than a Balloon Payment) due, or

the principal portion of any Assumed Scheduled Payment deemed due, in

respect of the Edgewater Hotel Loan to the extent allocable to the

Edgewater Hotel Non-Pooled Component in accordance with this Agreement 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 Edgewater

Hotel Loan, to the extent allocable to the Edgewater Hotel Non-Pooled

Component in accordance with this Agreement, during the related Collection

Period and that were identified and applied by the Master Servicer and/or

Special Servicer as recoveries of principal on the Edgewater Hotel Loan,

to the extent allocable to the Edgewater Hotel Non-Pooled Component in

accordance with this Agreement, 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

Edgewater Hotel Loan, to the extent allocable to the Edgewater Hotel

Non-Pooled Component in accordance with this Agreement, on a Due Date

during or prior to the related Collection Period and not previously

recovered; and

(e) if such Distribution Date is subsequent to the initial

Distribution Date, the excess, if any, of the Class EH Principal

Distribution Amount for the immediately preceding Distribution Date, over

the aggregate distributions of principal made on the Class EH Certificates

on such immediately preceding Distribution Date pursuant to Section 4.01.

"Class F Certificate": Any one of the Certificates with a "Class F"

designation on the face thereof, substantially in the form of Exhibit A-14

attached hereto, and evidencing a "regular interest" in REMIC II for purposes of

the REMIC Provisions.

"Class G Certificate": Any one of the Certificates with a "Class G"

designation on the face thereof, substantially in the form of Exhibit A-15

attached hereto, and evidencing a "regular interest" in REMIC II for purposes of

the REMIC Provisions.

"Class H Certificate": Any one of the Certificates with a "Class H"

designation on the face thereof, substantially in the form of Exhibit A-16

attached hereto, and evidencing a "regular interest" in REMIC II for purposes of

the REMIC Provisions.

"Class J Certificate": Any one of the Certificates with a "Class J"

designation on the face thereof, substantially in the form of Exhibit A-17

attached hereto, and evidencing a "regular interest" in REMIC II for purposes of

the REMIC Provisions.

"Class K Certificate": Any one of the Certificates with a "Class K"

designation on the face thereof, substantially in the form of Exhibit A-18

attached hereto, and evidencing a "regular interest" in REMIC II for purposes of

the REMIC Provisions.

"Class L Certificate": Any one of the Certificates with a "Class L"

designation on the face thereof, substantially in the form of Exhibit A-19

attached hereto, and evidencing a "regular interest" in REMIC II for purposes of

the REMIC Provisions.

"Class M Certificate": Any one of the Certificates with a "Class M"

designation on the face thereof, substantially in the form of Exhibit A-20

attached hereto, and evidencing a "regular interest" in REMIC II for purposes of

the REMIC Provisions.

"Class N Certificate": Any one of the Certificates with a "Class N"

designation on the face thereof, substantially in the form of Exhibit A-21

attached hereto, and evidencing a "regular interest" in REMIC II for purposes of

the REMIC Provisions.

"Class O Certificate": Any one of the Certificates with a "Class O"

designation on the face thereof, substantially in the form of Exhibit A-22

attached hereto, and evidencing a "regular interest" in REMIC II for purposes of

the REMIC Provisions.

"Class P Certificate": Any one of the Certificates with a "Class P"

designation on the face thereof, substantially in the form of Exhibit A-23

attached hereto, and evidencing a "regular interest" in REMIC II for purposes of

the REMIC Provisions.

"Class Principal Balance": The aggregate principal balance of any

Class of Sequential Pay Certificates, the Class EH Certificates or the Class TO

Certificates outstanding from time to time. As of the Closing Date, the Class

Principal Balance of each Class of Sequential Pay Certificates, the Class EH

Certificates or the Class TO Certificates shall equal the Original Class

Principal Balance thereof. On each Distribution Date, the Class Principal

Balance of each such Class of Certificates shall be reduced by the amount of any

distributions of principal made thereon on such Distribution Date pursuant to

Section 4.01 or 9.01, as applicable, and shall be further reduced by the amount

of any Realized Losses and Additional Trust Fund Expenses allocated thereto on

such Distribution Date pursuant to Section 4.04(a). The Class Principal Balance

of any Class of Sequential Pay Certificates, the Class EH Certificates or the

Class TO Certificates will be increased on any Distribution Date by the amount

of any Certificate Deferred Interest allocated to such Class on such

Distribution Date. Distributions in respect of a reimbursement of Realized

Losses and Additional Trust Fund Expenses previously allocated to a Class of

Sequential Pay Certificates, the Class EH Certificates or the Class TO

Certificates shall not constitute distributions of principal and shall not

result in reduction of the related Class Principal Balance.

"Class R-I Certificate": Any one of the Certificates with a "Class

R-I" designation on the face thereof, substantially in the form of Exhibit A-24

attached hereto, and evidencing the sole class of residual interests in each of

the Component Loan REMIC and REMIC I for purposes of the REMIC Provisions.

"Class R-II Certificate": Any one of the Certificates with a "Class

R-II" designation on the face thereof, substantially in the form of Exhibit A-25

attached hereto, and evidencing the sole class of "residual interests" in REMIC

II for purposes of the REMIC Provisions.

"Class TO Available Distribution Amount": With respect to any

Distribution Date, an amount equal to (a) the sum of, without duplication, (i)

the aggregate of the amounts collected in respect of the Thousand Oaks Loan on

deposit in the Certificate Account and the Distribution Account as of the close

of business at the end of the related Collection Period and the amounts

collected in respect of the Thousand Oaks Loan 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; provided, in each case,

only to the extent of amounts allocated to the Thousand Oaks Non-Pooled

Component in accordance with this Agreement and (ii) the aggregate amount

deposited by the Master Servicer in the Certificate Account in respect of the

Thousand Oaks Loan; provided, only to the extent of amounts allocable to the

Thousand Oaks Non-Pooled Component in accordance with this Agreement for such