WACHOVIA BANK



                            COMMERCIAL MORTGAGE TRUST



                  COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES



                                 SERIES 2005-C20



                             UNDERWRITING AGREEMENT



                            Charlotte, North Carolina



                                 August 11, 2005





WACHOVIA CAPITAL MARKETS, LLC

301 South College Street

One Wachovia Center

Charlotte, NC  28288



DEUTSCHE BANK SECURITIES INC.

60 Wall Street

New York, NY  10005



GOLDMAN, SACHS & CO.

85 Broad Street

New York, New York  10004



MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

4 World Financial Center

New York, NY 10080



NOMURA SECURITIES INTERNATIONAL, INC.

2 World Financial Center, Building B

New York, NY 10281



Dear Sirs:



            Wachovia Commercial Mortgage Securities, Inc., a North Carolina

corporation (the "Company"), intends to issue its Commercial Mortgage Pass

Through Certificates, Wachovia Bank Commercial Mortgage Trust Series 2005-C20

(the "Certificates"), in thirty-two (32) classes (each, a "Class") as designated

in the Prospectus Supplement (as defined below). Pursuant to this underwriting

agreement (the "Agreement"), the Company further proposes to sell to Wachovia

Capital Markets, LLC ("Wachovia Securities"), Deutsche Bank Securities

Inc.("Deutsche Bank"), Goldman, Sachs & Co. ("Goldman Sachs"), Merrill Lynch,

Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and Nomura Securities

International, Inc. ("Nomura"), and each of Wachovia Securities, Deutsche Bank,

Goldman Sachs, Merrill Lynch and Nomura, individually, an "Underwriter" and,

collectively, the "Underwriters") the Certificates set forth in Schedule I

hereto (the "Underwritten Certificates") in the respective original principal

amounts set forth in Schedule I. The Certificates represent in the aggregate the

entire beneficial ownership interest in a trust fund (the "Trust Fund")

consisting of a segregated pool (the "Mortgage Pool") of two hundred nine (209)

mortgage loans (the "Mortgage Loans") having an approximate aggregate principal

balance of $3,663,837,892 as of the Cut-Off Date secured by first liens on

certain fee or leasehold interests in multifamily and commercial properties (the

"Mortgaged Properties"). The Certificates will be issued on August 23, 2005 (the

"Closing Date"), pursuant to a pooling and servicing agreement (the "Pooling and

Servicing Agreement"), dated as of August 1, 2005, among the Company, Wachovia

Bank, National Association, as master servicer (in such capacity, the "Master

Servicer"), CWCapital Asset Management LLC, as special servicer (the "Special

Servicer"), and LaSalle Bank, National Association, as trustee (the "Trustee")

and ABN AMRO Bank, N.V., as fiscal agent (the "Fiscal Agent"). One hundred

thirty-five (135) of the Mortgage Loans (the "Wachovia Mortgage Loans"), having

an aggregate principal balance of $2,937,164,689 as of the Cut Off Date, were

acquired by the Company from Wachovia Bank, National Association ("Wachovia")

pursuant to a mortgage loan purchase agreement, dated as of August 1, 2005 (the

"Wachovia Mortgage Loan Purchase Agreement"), between Wachovia and the Company.

Thirty seven (37) of the Mortgage Loans, having an aggregate principal balance

of $405,073,522 as of the Cut-Off Date, were acquired by the Company from

Artesia Mortgage Capital Corporation ("Artesia") pursuant to a mortgage loan

purchase agreement dated as of August 1, 2005 (the "Artesia Mortgage Loan

Purchase Agreement") between Artesia and the Company. Thirty seven (37) of the

Mortgage Loans, having an aggregate principal balance of $321,599,681 as of the

Cut-Off Date, were acquired by the Company from CWCapital LLC and CWCapital

Mortgage Securities I LLC (collectively, "CWCapital") pursuant to a mortgage

loan purchase agreement dated as of August 1, 2005 (the "CWCapital Mortgage Loan

Purchase Agreement" and, collectively with the Wachovia Mortgage Loan Purchase

Agreement and the Artesia Mortgage Loan Purchase Agreement, the "Mortgage Loan

Purchase Agreements"), between CWCapital and the Company. Each of Wachovia,

Artesia and CWCapital is individually referred to herein as a "Mortgage Loan

Seller" and, collectively, are referred to herein as the "Mortgage Loan

Sellers".



            Two separate real estate mortgage investment conduit ("REMIC")

elections will be made with respect to certain portions of the Trust Fund for

federal income tax purposes. The Underwritten Certificates and the Mortgage Pool

are described more fully in Schedule I hereto and in a registration statement

furnished to you by the Company.



            Capitalized terms used but not otherwise defined herein shall have

the respective meanings assigned to them in the Pooling and Servicing Agreement.



            1. Representations and Warranties. (a) The Company represents and

warrants to, and agrees with, each Underwriter that:



                  (i) The Company has filed with the Securities and Exchange

      Commission (the "Commission") a registration statement (No. 333-120922) on

      Form S-3 for the registration of Commercial Mortgage Pass Through

      Certificates, issuable in series, including the Underwritten Certificates,

      under the Securities Act of 1933, as amended (the "1933 Act"), which

      registration statement has become effective and a copy of which, as

      amended to the date hereof, has heretofore been delivered to you. The

      Company meets the requirements for use of Form S-3 under the 1933 Act, and

      such registration statement, as amended at the date hereof, meets the

      requirements set forth in Rule 415(a)(1)(x) under the 1933 Act and

      complies in all other material respects with the 1933 Act and the rules

      and regulations thereunder. The Company proposes to file with the

      Commission, with your consent, pursuant to Rule 424 under the 1933 Act, a

      supplement dated August 11, 2005 (the "Prospectus Supplement") to the

      prospectus dated August 11, 2005 (the "Base Prospectus"), relating to the

      Underwritten Certificates and the method of distribution thereof, and has

      previously advised you of all further information (financial and other)

      with respect to the Underwritten Certificates and the Mortgage Pool to be

      set forth therein. Such registration statement (No. 333-120922), including

      all exhibits thereto, is referred to herein as the "Registration

      Statement"; and the Base Prospectus and the Prospectus Supplement,

      together with any amendment thereof or supplement thereto authorized by

      the Company prior to the Closing Date for use in connection with the

      offering of the Underwritten Certificates, are hereinafter called the

      "Prospectus". Any preliminary form of the Prospectus Supplement that has

      heretofore been filed pursuant to Rule 424 or, prior to the effective date

      of the Registration Statement, pursuant to Rule 402(a) or 424(a), is

      hereinafter called a "Preliminary Prospectus Supplement". If so stated in

      the Prospectus Supplement, the Company will file with the Commission

      within four business days of the issuance of the Underwritten Certificates

      a report on Form 8-K ("8-K") setting forth specific information concerning

      the Mortgage Pool and the Underwritten Certificates to the extent that

      such information is not set forth in the Prospectus Supplement. As used

      herein, "Pool Information" means the mortgage pool information reflected

      in the Master Tape and the Prospectus Supplement. The "Master Tape" shall

      mean the compilation of information and data regarding the Mortgage Loans

      covered by the letters rendered by KPMG LLP (a "hard copy" of which Master

      Tape was produced on behalf of the Mortgage Loan Sellers) described in

      Section 6(h)(ii) in this Agreement.



                  (ii) As of the date hereof, as of the date on which the

      Prospectus Supplement is first filed pursuant to Rule 424 under the 1933

      Act, as of the date on which, prior to the Closing Date, any amendment to

      the Registration Statement becomes effective, as of the date on which any

      supplement to the Prospectus Supplement is filed with the Commission, and

      as of the Closing Date, (i) the Registration Statement, as amended as of

      any such time, and the Prospectus, as amended or supplemented as of any

      such time, complies and will comply in all material respects with the

      applicable requirements of the 1933 Act and the rules and regulations

      thereunder, (ii) the Registration Statement, as amended as of any such

      time, does not include and will not include any untrue statement of a

      material fact and does not omit and will not omit to state any material

      fact required to be stated therein or necessary in order to make the

      statements therein not misleading, and (iii) the Prospectus, as amended or

      supplemented as of any such time, does not include and will not include

      any untrue statement of a material fact and does not omit and will not

      omit to state any material fact necessary in order to make the statements

      therein, in the light of the circumstances under which they were made, not

      misleading; provided, however, that the Company makes no representations

      or warranties as to (x) statements contained in or omitted from the

      Registration Statement or the Prospectus or any amendment or supplement

      thereto made in reliance upon and in conformity with information furnished

      in writing to the Company by or on behalf of any Underwriter through you

      specifically for use in the Registration Statement and the Prospectus

      (such information being identified in Section 8(b)), or (y) the Mortgage

      Loan Seller Covered Information (as defined in Section 8 hereof).



                  (iii) The Company has been duly incorporated and is validly

      existing as a corporation in good standing under the laws of the State of

      North Carolina with corporate power and authority to own, lease or operate

      its properties and to conduct its business as now conducted by it and to

      enter into and perform its obligations under this Agreement and the

      Pooling and Servicing Agreement; and the Company is duly qualified as a

      foreign corporation to transact business and is in good standing in each

      jurisdiction in which such qualification is required, whether by reason of

      the ownership or leasing of property or the conduct of business.



                  (iv) As of the date hereof, as of the date on which the

      Prospectus Supplement is first filed pursuant to Rule 424 under the 1933

      Act, as of the date on which, prior to the Closing Date, any amendment to

      the Registration Statement becomes effective, as of the date on which any

      supplement to the Prospectus Supplement is filed with the Commission, and

      as of the Closing Date, there has not and will not have been (i) any

      request by the Commission for any further amendment to the Registration

      Statement or the Prospectus or for any additional information, (ii) any

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC