10-K 1 wac05c21_10k-2005.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-127668-01 Wachovia Commericial Mortgage Securities, Inc. Commercial Mortgage Pass-Through Certificates Series 2005-C21 (Exact name of registrant as specified in its charter) New York 54-2186788 (State or other jurisdiction of 54-2186789 incorporation or organization) 54-6688633 54-6688634 (I.R.S. Employer Identification No.) c/o Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, MD 21045 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (410) 884-2000 Securities registered pursuant to Section 12(b) of the Act: NONE. Securities registered pursuant to Section 12(g) of the Act: NONE. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ___ No X Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ___ No X Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ___ No X The registrant has not been subject to filing requirements for the past 90 days as the closing date for the transaction was October 27, 2005. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Not applicable. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See Definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check One): Large Accelerated Filer ___ Accelerated Filer ___ Non-Accelerated Filer X Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ___ No X State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not applicable. Documents Incorporated by Reference List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1)Any annual report to security holders; (2) Any proxy or information statement; and (3)Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g. annual report to security holders for fiscal year ended December 24, 1980). Not applicable. PART I Item 1. Business. Not applicable. Item 1A. Risk Factors. Not applicable. Item 1B. Unresolved Staff Comments. Not applicable. Item 2. Properties. Not applicable. Item 3. Legal Proceedings. The registrant knows of no material pending legal proceedings involving the trust created under the Pooling and Servicing Agreement (the Trust), the Trustee, the Servicer or the registrant with respect to the Trust other than routine litigation incidental to the duties of the respective parties. Item 4. Submission of Matters to a Vote of Security Holders. None. PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. No established public trading market for the Certificates exists. Records provided to the Trust by the DTC and the Trustee indicate that as of December 31, 2005, the total number of holders of record for the Series of Certificates is 62. Item 6. Selected Financial Data. Not applicable. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Not applicable. Item 7A. Quantitative and Qualitative Disclosures about Market Risk. Not applicable. Item 8. Financial Statements and Supplementary Data. Not applicable. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. Not applicable. Item 9B. Other Information. None. PART III Item 10. Directors and Executive Officers of the Registrant. Not applicable. Item 11. Executive Compensation. Not applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Not applicable. Item 13. Certain Relationships and Related Transactions. Not applicable. Item 14. Principal Accounting Fees and Services. Not applicable. PART IV Item 15. Exhibits, Financial Statement Schedules. (a) Exhibits (31.1) Rule 13a-14(a)/15d-14(a) Certification (99.1) Annual Independent Accountants' Servicing Reports concerning servicing activities. a) Wachovia Bank, National Association, as Master Servicer for the 1000-1100 Wilson Boulevard loan b) CWCapital Asset Management LLC, as Special Servicer for the 1000-1100 Wilson Boulevard loan c) LNR Partners, Inc., as Special Servicer d) Wachovia Bank, National Association, as Master Servicer for the NGP Rubicon GSA Office Portfolio loan e) CWCapital Asset Management LLC, as Special Servicer for the NGP Rubicon GSA Office Portfolio loan f) Wachovia Bank, National Association, as Master Servicer
(99.2) Report of Management as to Compliance with Minimum Servicing Standards. a) Wachovia Bank, National Association, as Master Servicer for the 1000-1100 Wilson Boulevard loan b) CWCapital Asset Management LLC, as Special Servicer for the 1000-1100 Wilson Boulevard loan c) LNR Partners, Inc., as Special Servicer d) Wachovia Bank, National Association, as Master Servicer for the NGP Rubicon GSA Office Portfolio loan e) CWCapital Asset Management LLC, as Special Servicer for the NGP Rubicon GSA Office Portfolio loan f) Wachovia Bank, National Association, as Master Servicer
(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements. a) Wachovia Bank, National Association, as Master Servicer for the 1000-1100 Wilson Boulevard loan b) CWCapital Asset Management LLC, as Special Servicer for the 1000-1100 Wilson Boulevard loan c) LNR Partners, Inc., as Special Servicer d) Wachovia Bank, National Association, as Master Servicer for the NGP Rubicon GSA Office Portfolio loan e) CWCapital Asset Management LLC, as Special Servicer for the NGP Rubicon GSA Office Portfolio loan f) Wachovia Bank, National Association, as Master Servicer
(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders. (b) Not applicable. (c) Omitted. Filed herewith. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized: Wachovia Commericial Mortgage Securities, Inc. Commercial Mortgage Pass-Through Certificates Series 2005-C21 (Registrant) Signed: Wachovia Commercial Mortgage Securities, Inc. as Depositor By: Charles L. Culbreth, Managing Director By: /s/ Charles L. Culbreth, Managing Director Dated: March 28, 2006 Exhibit Index Exhibit No. Ex-31.1 Rule 13a-14(a)/15d-14(a) Certification Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates Series 2005-C21 (the "Trust") I, Charles L. Culbreth, a Managing Director of Wachovia Commercial Mortgage Securities, Inc., the depositor into the above-referenced Trust, certify that: 1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution date reports filed in respect of periods included in the year covered by this annual report, of the Trust; 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the servicing information required to be provided to the trustee by the master servicer and the special servicer under the pooling and servicing agreement for inclusion in these reports is included in these reports; 4. Based on my knowledge and upon the annual compliance statement included in this annual report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing agreement, and except as disclosed in this annual report, the master servicer and the special servicer have fulfilled their obligations under the pooling and servicing agreement; and 5. This annual report discloses all significant deficiencies relating to the master servicer's or special servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing agreement, that is included in this annual report. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: LNR Partners, Inc., CWCapital Asset Management, LLC and Wells Fargo Bank, N.A.. Date: March 28, 2006 /s/ Charles L. Culbreth Signature Managing Director Title EX-99.1 (a) (logo) KPMG KPMG LLP Suite 2300 Three Wachovia Center 401 South Tryon Street Charlotte, NC 28202-1911 Independent Accountants' Report The Board of Directors Wachovia Bank, National Association: We have examined management's assertion, included in the accompanying management assertion, that the Commercial Real Estate Servicing Division of Wachovia Bank, National Association (the Bank) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's (MBA's) Uniform Single Attestation Program for Mortgage Bankers, except for minimum servicing standards V.4 and VI.1, which the MBA has interpreted as being inapplicable to the servicing of commercial and multifamily loans, as of and for the year ended December 31, 2005. Management is responsible for the Bank's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Bank's compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Bank's compliance with the minimum servicing standards specified above and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Bank's compliance with the minimum servicing standards. In our opinion, management's assertion that the Bank complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005 is fairly stated, in all material respects. /s/ KPMG LLP February 15, 2006 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-99.1 (b) (logo) Matthew, Charter and Boyce, P.C. CERTIFIED PUBLIC ACCOUNTANTS Independent Accountants' Report To the Board of Directors CWCapital Asset Management LLC We have examined management's assertion about CWCapital Asset Management LLC's compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of December 31, 2005 and for the period from July 14, 2005 through December 31, 2005 included in the accompanying management assertion. Management is responsible for CWCapital Asset Management LLC's compliance with those applicable minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the entity's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about CWCapital Asset Management LLC's compliance with the applicable minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on CWCapital Asset Management LLC's compliance with the applicable minimum servicing standards. In our opinion, management's assertion that CWCapital Asset Management LLC, in its capacity as Special Servicer, complied with the aforementioned applicable minimum servicing standards as of December 31, 2005 and for the period from July 14, 2005 through December 31, 2005 is fairly stated, in all material respects, as set forth in the criteria attached. /s/MATTHEWS, CARTER AND BOYCE, P.C. March 10, 2006 11320 Random Hills Road * Suite 600 * Fairfax, Virginia 22030-7427 TEL: 703-218-3600 * FAX: 703-218-180 EX-99.1 (c) (logo) ERNST & YOUNG * Ernst & Young LLP Suite 3900 200 South Biscayne Boulevard Miami, Florida 33131-5313 * Phone: (305) 358-4111 www.ey.com Report of Independent Certified Public Accountants To LNR Partners, Inc. We have examined management's assertion, included herein, that LNR Partners, Inc. (the Company) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) during the year ended December 31, 2005. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with specified requirements. In our opinion, management's assertion that the Company complied with the aforementioned requirements during the year ended December 31, 2005 is fairly stated, in all material respects. /s/ Ernst & Young LLP March 3, 2006 A Member Practice of Ernst & Young Global (PAGE) Mortgage Bankers Association of America Uniform Single Attestation Program for Mortgage Bankers Minimum Servicing Standards Applicable to LNR Partners, Inc. as Special Servicer for WBCMT 2005-C21
Not Minimum Servicing Standards Applicable Applicable I. Custodial Bank Accounts 1. Reconciliations shall be prepared on a monthly basis for all custodial bank accounts and related bank X clearing accounts. 2. Funds of the servicing entity shall be advanced in cases where there is an overdraft in an investor's or X a mortgagor's account. 3. Each custodial account shall be maintained at a federally insured depository institution in trust for the applicable X investor. 4. Escrow funds held in trust for a mortgagor shall be returned to the mortgagor within thirty (30) calendar days X of payoff of the mortgage loan. II. Mortgage Payments 1. Mortgage payments shall be deposited into the custodial bank accounts and related bank clearing accounts within two X business days of receipt. 2. Mortgage payments made in accordance with the mortgagor's loan documents shall be posted to the applicable mortgagor X records within two business days of receipt. 3. Mortgage payments shall be allocated to principal, interest, insurance, taxes or other escrow items in accordance with X the mortgagor's loan documents. 4. Mortgage payments identified as loan payoffs shall be allocated in accordance with the mortgagor's loan documents. X 1 (PAGE) Not Minimum Servicing Standards Applicable Applicable III. Disbursements 1. Disbursements made via wire transfer on behalf of a mortgagor or investor shall be made only by authorized X personnel. 2. Disbursements made on behalf of mortgagor or investor shall be posted within two business days to the mortgagor's or X investor's records maintained by the servicing entity. 3. Tax and insurance payments shall be made on or before the penalty or insurance policy expiration dates, as indicated on tax bills and insurance premium notices, respectively, X provided that such support has been received by the servicing entity at least thirty (30) calendar days prior to these dates. 4. Any late payment penalties paid in conjunction with the payment of any tax bill or insurance premium notice shall be paid from the servicing entity's funds and not charged to the X mortgagor, unless the late payment was due to the mortgagor's error or omision. 5. Amounts remitted to investors per the servicer's investor reports shall agree with canceled checks, or other form of X payment, or custodial bank statements. 6. Unused checks shall be safeguarded so as to prevent unauthorized access. X IV. Investor Accounting and Reporting 1. The servicing entity's investor reports shall agree with or reconcile to investos' records on a monthly basis as to the total X unpaid principal balance and number of loans serviced by the servicing entity. V. Mortgagor Loan Accounting 1. The servicing entity's mortgage loan records shall agree with, or reconcile to, the records of mortgagors with respect to the X unpaid principal balance on a monthly basis. 2. Adjustments on ARM loans shall be computed based on the related mortgage note and any ARM rider. X 3. Escrow accounts shall be analyzed, in accordance with the mortgagor's loan documents, on at least an annual basis. X 2 (PAGE) Not Minimum Servicing Standards Applicable Applicable V. Mortgagor Loan Accounting (continued) 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. (A compilation of state laws relating to the payment of interest X on escrow accounts may be obtained through the MBA's FAX ON DEMAND service. For more information, contact MBA.) VI. Delinquencies 1. Records documenting collection efforts shall be maintained during the period a loan is in default and shall be updated at least monthly. Such records shall describe the entity's activities in monitoring delinquent loans including, for X example, phone calls, letters and mortgage payment rescheduling plans in cases where the delinquency is deemed temporary (e.g., illness or unemployment). VII. Insurance Policies 1. A fidelity bond and errors and omissions policy shall be in effect on the servicing entity throughout the reporting period in the amount of coverage represented to investors in X management's assertion. 3
EX-99.1 (d) (logo) KPMG KPMG LLP Suite 2300 Three Wachovia Center 401 South Tryon Street Charlotte, NC 28202-1911 Independent Accountants' Report The Board of Directors Wachovia Bank, National Association: We have examined management's assertion, included in the accompanying management assertion, that the Commercial Real Estate Servicing Division of Wachovia Bank, National Association (the Bank) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's (MBA's) Uniform Single Attestation Program for Mortgage Bankers, except for minimum servicing standards V.4 and VI.1, which the MBA has interpreted as being inapplicable to the servicing of commercial and multifamily loans, as of and for the year ended December 31, 2005. Management is responsible for the Bank's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Bank's compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Bank's compliance with the minimum servicing standards specified above and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Bank's compliance with the minimum servicing standards. In our opinion, management's assertion that the Bank complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005 is fairly stated, in all material respects. /s/ KPMG LLP February 15, 2006 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-99.1 (e) (logo)Matthew, Charter and Boyce, P.C. CERTIFIED PUBLIC ACCOUNTANTS Independent Accountants' Report To the Board of Directors CWCapital Asset Management LLC We have examined management's assertion about CWCapital Asset Management LLC's compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of December 31, 2005 and for the period from July 14, 2005 through December 31, 2005 included in the accompanying management assertion. Management is responsible for CWCapital Asset Management LLC's compliance with those applicable minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the entity's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about CWCapital Asset Management LLC's compliance with the applicable minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on CWCapital Asset Management LLC's compliance with the applicable minimum servicing standards. In our opinion, management's assertion that CWCapital Asset Management LLC, in its capacity as Special Servicer, complied with the aforementioned applicable minimum servicing standards as of December 31, 2005 and for the period from July 14, 2005 through December 31, 2005 is fairly stated, in all material respects, as set forth in the criteria attached. /s/MATTHEWS, CARTER AND BOYCE, P.C. March 10, 2006 11320 Random Hills Road * Suite 600 * Fairfax, Virginia 22030-7427 * TEL: 703-218-3600 * FAX: 703-218-180 EX-99.1 (f) (logo)KPMG KPMG LLP Suite 2300 Three Wachovia Center 401 South Tryon Street Charlotte, NC 28202-1911 Independent Accountants' Report The Board of Directors Wachovia Bank, National Association: We have examined management's assertion, included in the accompanying management assertion, that the Commercial Real Estate Servicing Division of Wachovia Bank, National Association (the Bank) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's (MBA's) Uniform Single Attestation Program for Mortgage Bankers, except for minimum servicing standards V.4 and VI.1, which the MBA has interpreted as being inapplicable to the servicing of commercial and multifamily loans, as of and for the year ended December 31, 2005. Management is responsible for the Bank's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Bank's compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Bank's compliance with the minimum servicing standards specified above and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Bank's compliance with the minimum servicing standards. In our opinion, management's assertion that the Bank complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005 is fairly stated, in all material respects. /s/KPMG LLP February 15, 2006 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-99.2 (a) Wachovia Securities 8739 Research Drive, URP4 Charlotte, NC 28288 (logo) WACHOVIA SECURITIES Management Assertion As of and for the year ended December 31, 2005, the Commercial Real Estate Servicing Division of Wachovia Bank, National Association (the Bank) has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's (MBA's) Uniform Single Attestation Program for Mortgage Bankers, except for minimum servicing standards V.4. and VI.1., which the MBA has interpreted as being inapplicable to the servicing of commercial and multifamily loans. As of and for this same period, the Bank had in effect a fidelity bond and errors and omissions policy in the amount of $200 million and $25 million, respectively. /s/ Alan Kronovet Alan Kronovet Managing Director Wachovia Bank, National Association 3/1/06 Date /s/ Timothy Ryan Timothy Ryan Managing Director Wachovia Bank, National Association 3/1/06 Date /s/ Clyde Alexander Clyde Alexander Director Wachovia Bank, National Association 3/1/06 Date EX-99.2 (b) (logo)CWCapital March 10, 2006 As of December 31, 2005 and throughout its term as Special Servicer which was for the period of July 14, 2005 through December 31, 2005, CWCapital Asset Management LLC, in its capacity as Special Servicer has complied in all material respects with the applicable minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. The applicable minimum standards are Items VI and VII. /s/Kathleen C. Olin Kathleen C. Olin Vice President Special Servicing CWCapital Asset Management LLC /s/David B. Iannarone David B. Iannarone Managing Director CWCapital Asset Management LLC 11200 Rockville Pike, Suite 400, Rockville, MD 20852 301.255.4700 main www.cwcapital.com EX-99.2 (c) (logo) LNR Partners, Inc. March 13, 2006 Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, MD 21045 Attention: Corporate Trust Department Re: Annual Independent Public Accountant's Servicing Report Pooling and Servicing Agreement Wachovia Commercial Mortgage Securities, Commercial Mortgage Pass-Through Certificates 2005-C21 To Whom It May Concern: As of and for the year ended December 31, 2005, LNR Partners, Inc. has complied in all material respects with the applicable minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers applicable to the commercial and multifamily mortgages for the Special Servicer as noted in the attachment to this assertion. As of and for this same period, LNR Partners, Inc. had in effect a fidelity bond in the amount of $10,000,000 and an errors and omissions policy in the amount of $10,000,000. Sincerely, LNR PARTNERS, INC. /s/ Susan K. Chapman Susan K. Chapman Vice President cc: Wachovia Bank, NA 8739 Research Drive-URP4 Charlotte, NC 28262-1075 Portfolio Manager 1601 Washington Avenue * Suite 700 * Miami Beach, Florida 33139 Telephone: (305) 695-5600 * Fax: (305) 695-5601 (page) WBCMT 2005-C21 March 13, 2006 Page 2 Wachovia Capital Markets, LLC 301 South College Street Charlotte, NC 28288 William J. Cohane Moody's Investor's Service, Inc. 99 Church Street, 4th Floor New York, NY 10007 Commercial Mortgage Surveillance Group Standard & Poor's Rating Services, Inc. CMBS Surviellance Group 55 Water Street New York, NY 10041-0003 Fitch, Inc. One State Street Plaza, 31st Floor New York, NY 10004 Commercial Mortgage Surveillance Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 Scott Wisenbaker Nomura Securities International, Inc. 2 World Financial Center, Building B New York, NY 10281-1198 Phillip Evanski Citigroup Global Markets, Inc. 388 Greenwich Street, 11th Floor New York, NY 10013 Ms. Angela Vleck Credit Suisse First Boston, LLC 11 Madison Avenue New York, NY 10010 Jeffrey Altabet (page) WBCMT 2005-C21 March 13, 2006 Page 3 Deutsche Bank Securities, Inc. Scott Wayneberg 60 Wall Street New York, NY 10005 Scott Wisenbaker EX-99.2 (d) Wachovia Securities 8739 Research Drive, URP4 Charlotte, NC 28288 (logo) WACHOVIA SECURITIES Management Assertion As of and for the year ended December 31, 2005, the Commercial Real Estate Servicing Division of Wachovia Bank, National Association (the Bank) has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's (MBA's) Uniform Single Attestation Program for Mortgage Bankers, except for minimum servicing standards V.4. and VI.1., which the MBA has interpreted as being inapplicable to the servicing of commercial and multifamily loans. As of and for this same period, the Bank had in effect a fidelity bond and errors and omissions policy in the amount of $200 million and $25 million, respectively. /s/ Alan Kronovet Alan Kronovet Managing Director Wachovia Bank, National Association 3/1/06 Date /s/ Timothy Ryan Timothy Ryan Managing Director Wachovia Bank, National Association 3/1/06 Date /s/ Clyde Alexander Clyde Alexander Director Wachovia Bank, National Association 3/1/06 Date EX-99.2 (e) (logo)CWCapital March 10, 2006 As of December 31, 2005 and throughout its term as Special Servicer which was for the period of July 14, 2005 through December 31, 2005, CWCapital Asset Management LLC, in its capacity as Special Servicer has complied in all material respects with the applicable minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. The applicable minimum standards are Items VI and VII. /s/Kathleen C. Olin Kathleen C. Olin Vice President Special Servicing CWCapital Asset Management LLC /s/David B. Iannarone David B. Iannarone Managing Director CWCapital Asset Management LLC 11200 Rockville Pike, Suite 400, Rockville, MD 20852 301.255.4700 main www_cwcapital.com EX-99.2 (f) Wachovia Securities 8739 Research Drive, URP4 Charlotte, NC 28288 (logo) Wachovia Securities Management Assertion As of and for the year ended December 31, 2005, the Commercial Real Estate Servicing Division of Wachovia Bank, National Association (the Bank) has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's (MBA's) Uniform Single Attestation Program for Mortgage Bankers, except for minimum servicing standards V.4. and VI.I., which the MBA has interpreted as being inapplicable to the servicing of commercial and multifamily loans. As of and for this same period, the Bank had in effect a fidelity bond and errors and omissions policy in the amount of $200 million and $25 million, respectively. /s/Alan Kronovet Alan Kronovet Managing Director Wachovia Bank, National Association 3/1/06 Date /s/Timothy Ryan Timothy Ryan Managing Director Wachovia Bank, National Association 3/1/06 Date /s/Clyde Alexander Clyde Alexander Director Wachovia Bank, National Association 3/1/06 Date EX-99.3 (a) Wachovia Bank, National Association 8739 Research Drive, URP4 Charlotte, NC 28288-1075 (logo) WACHOVIA SECURITIES OFFICER'S CERTIFICATE Reference is hereby made to that certain Pooling and Servicing Agreement dated as of August 1, 2005, by and among Wachovia Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank, National Association, as Master Servicer, CWCapital Asset Management, LLC, as Special Servicer, and LaSalle Bank, National Association, as Trustee, with respect to Commercial Mortgage Pass-Through Certificates, Series 2005C-20 (the "Agreement"). Capitalized terms used herein not otherwise defined shall have the meanings assigned in the Agreement. Pursuant to Section 3.13 of this Agreement, Timothy Ryan. and Clyde M. Alexander, Managing Director and Director of the Master Servicer, do hereby certify that: 1. A review of the activities of the Master Servicer during the period from August 1, 2005 and of its performance December 31, 2005, per the Agreement during such period has been made under our supervision; and 2. To the best of our knowledge, based on such review, the Master Servicer, has fulfilled all of its material obligations under this Agreement in all material respects throughout the period August 1, 2005, through December 31, 2005; and 3. The Master Servicer has received no notice regarding qualification, or challenging the status, of the REMIC I or REMIC II as a REMIC under the REMIC Provisions or of the Additional Interest Grantor Trust as a "grantor trust" for income tax purposes under the Grantor Trust Provisions from the Internal Revenue Service or any other governmental agency or body. IN WITNESS WHEREOF, the undersigned have executed this Certificate as of the 10th day of March 2006. /s/ Timothy S. Ryan Timothy Ryan, Managing Director Wachovia Bank National Association /s/ Clyde M. Alexander Clyde M. Alexander, Director Wachovia Bank National Association EX-99.3 (b) (logo) CWCapital March 14, 2006 TRUSTEE: LaSalle Bank National Association 135 South LaSalle Street, Suite 1625 Chicago, IL 60603 Attn: Barbara Marik MASTER SERVICER: Wachovia Bank, National Association Structured Products Services 8739 Research Drive - URP 4 Charlotte, NC 28288-1075 Attn: Doug Ratcliff UNDERWRITERS: Wachovia Capital Markets LLC 301 South College Street Charlotte, NC 28288-0166 Attn: Mr. William J. Cohane Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Attn: Scott Waynebern Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 Attn: Scott Wisenbaker Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center, 15th Floor 250 Vesey Street New York, NY 10080 Attn: John Mulligan Nomura Securities International, Inc. 2 World Financial Center New York, NY 1281 Attn: Phillip Evanski RATING AGENCIES: Moody's Investors Service, Inc. 99 Church Street, 8th Floor New York, NY 10007 Attn: Tracey Ferguson Standard & Poor's Ratings Service 55 Water Street, 41st Floor New York, NY 10041-0003 Attn: CMBS Surveillance Group Fitch, Inc. One State Street Plaza New York, NY 10004 Attn: Mary MacNeil DEPOSITOR: Wachovia Commercial Mortgage Securities, Inc. 301 South College Street Charlotte, NC 28288 Attn: William J. Cohane RE: WCMS 05-C20, Officer's Certificate 11200 Rockville Pike, Suite 400, Rockville, MD 20852 301.255.4700 main www.cwcapital.com (PAGE) Dear Representatives: In accordance with the requirements detailed in section 3.13 of the Pooling and Servicing Agreement for the above-mentioned CMBS pool, CWCapital Asset Management LLC ("CWCAM"), in its capacity as Special Servicer, is providing this Officer's Certificate with respect to the following: (i) Under my supervision, CWCAM has reviewed its activities for 2005 and its performance under the Pooling and Servicing Agreement; (ii) To the best of my knowledge, based on this review, CWCAM has fulfilled all of its obligations under the Pooling and Servicing Agreement in all material respects throughout its term as Special Servicer which was for the period of 8/23/05 through 12/31/05; and (iii) CWCAM has received no notice regarding qualification, or challenging the status, of either of REMIC I or REMIC II as a REMIC under the REMIC Provisions or of the Grantor Trusts as a "grantor trust" for income tax purposes under the Grantor Trust Provisions from the Internal Revenue Service or any other governmental agency or body. Should you have any questions, please do not hesitate to contact me. I can be reached at 888/880-8958 or via email at kolin@cwcapital.com. Sincerely, CWCapital Asset Management LLC /s/ Kathleen C. Olin Kathleen C. Olin Vice President-Special Servicing /s/ David B. Iannarone David B. Iannarone Managing Director cc: Greg Askey, Principal Matthews, Carter and Boyce, P.C. 11320 Random Hills Road, Suite 600 Fairfax, VA 22030-7427 EX-99.3 (c) CERTIFICATE OF OFFICER OF LNR PARTNERS, INC. Pooling and Servicing Agreement (the "Agreement") dated as of October 1, 2005, among Wachovia Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank National Association., as Master Servicer, Wells Fargo Bank N.A., as Trustee, and LNR Partners Inc., as Special Servicer, (WBCMT 2005-C21) The undersigned, Susan K. Chapman, as Vice President of LNR PARTNERS, INC., a Florida Corporation (the "Company"), in accordance with Section 3.13 of the Agreement, does hereby certify on behalf of the Company that (i) a review of the activities of the Company during the preceding calendar year and of its performance under this Agreement has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, the Company has fulfilled all of its obligations under this Agreement in all material respects and there been no default in the fulfillment of any such obligation throughout the year ended December 31, 2005 (iii) the Company has received no notice regarding qualification, or challenging the status, of either REMIC I or REMIC II as a REMIC under the REMIC Provisions or of the Grantor Trust as a "grantor trust" for income tax purposes under the Grantor Trust Provisions from the Internal Revenue Service or any other governmental agency or body. IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as of the 1st day of March, 2006. /s/ Susan K. Chapman Susan K. Chapman Vice President LNR Partners, Inc. EX-99.3 (d) Wachovia Bank, National Association 8739 Research Drive, URP4 Charlotte, NC 28288-1075 (logo) WACHOVIA SECURITIES OFFICER'S CERTIFICATE Reference is hereby made to that certain Pooling and Servicing Agreement dated as of August 1, 2005, by and among Wachovia Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank, National Association, as Master Servicer, CWCapital Asset Management, LLC, as Special Servicer, and LaSalle Bank, National Association, as Trustee, with respect to Commercial Mortgage Pass-Through Certificates, Series 2005C-20 (the "Agreement"). Capitalized terms used herein not otherwise defined shall have the meanings assigned in the Agreement. Pursuant to Section 3.13 of this Agreement, Timothy Ryan. and Clyde M. Alexander, Managing Director and Director of the Master Servicer, do hereby certify that: 1. A review of the activities of the Master Servicer during the period from August 1, 2005 and of its performance December 31, 2005, per the Agreement during such period has been made under our supervision; and 2. To the best of our knowledge, based on such review, the Master Servicer, has fulfilled all of its material obligations under this Agreement in all material respects throughout the period August 1, 2005, through December 31, 2005; and 3. The Master Servicer has received no notice regarding qualification, or challenging the status, of the REMIC I or REMIC II as a REMIC under the REMIC Provisions or of the Additional Interest Grantor Trust as a "grantor trust" for income tax purposes under the Grantor Trust Provisions from the Internal Revenue Service or any other governmental agency or body. IN WITNESS WHEREOF, the undersigned have executed this Certificate as of the 10th day of March 2006. /s/ Timothy S. Ryan Timothy Ryan, Managing Director Wachovia Bank National Association /s/ Clyde M. Alexander Clyde M. Alexander, Director Wachovia Bank National Association EX-99.3 (e) (logo) CWCapital March 14, 2006 TRUSTEE: LaSalle Bank National Association 135 South LaSalle Street, Suite 1625 Chicago, IL 60603 Attn: Barbara Marik MASTER SERVICER: Wachovia Bank, National Association Structured Products Services 8739 Research Drive - URP 4 Charlotte, NC 28288-1075 Attn: Doug Ratcliff UNDERWRITERS: Wachovia Capital Markets LLC 301 South College Street Charlotte, NC 28288-0166 Attn: Mr. William J. Cohane Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Attn: Scott Waynebern Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 Attn: Scott Wisenbaker Merrill Lynch, Pierce, Fenner & Smith Incorporated Four World Financial Center, 15th Floor 250 Vesey Street New York, NY 10080 Attn: John Mulligan Nomura Securities International, Inc. 2 World Financial Center New York, NY 1281 Attn: Phillip Evanski RATING AGENCIES: Moody's Investors Service, Inc. 99 Church Street, 8th Floor New York, NY 10007 Attn: Tracey Ferguson Standard & Poor's Ratings Service 55 Water Street, 41st Floor New York, NY 10041-0003 Attn: CMBS Surveillance Group Fitch, Inc. One State Street Plaza New York, NY 10004 Attn: Mary MacNeil DEPOSITOR: Wachovia Commercial Mortgage Securities, Inc. 301 South College Street Charlotte, NC 28288 Attn: William J. Cohane RE: WCMS 05-C20, Officer's Certificate 11200 Rockville Pike, Suite 400, Rockville, MD 20852 301.255.4700 main www.cwcapital.com (PAGE) Dear Representatives: In accordance with the requirements detailed in section 3.13 of the Pooling and Servicing Agreement for the above-mentioned CMBS pool, CWCapital Asset Management LLC ("CWCAM"), in its capacity as Special Servicer, is providing this Officer's Certificate with respect to the following: (i) Under my supervision, CWCAM has reviewed its activities for 2005 and its performance under the Pooling and Servicing Agreement; (ii) To the best of my knowledge, based on this review, CWCAM has fulfilled all of its obligations under the Pooling and Servicing Agreement in all material respects throughout its term as Special Servicer which was for the period of 8/23/05 through 12/31/05; and (iii) CWCAM has received no notice regarding qualification, or challenging the status, of either of REMIC I or REMIC II as a REMIC under the REMIC Provisions or of the Grantor Trusts as a "grantor trust" for income tax purposes under the Grantor Trust Provisions from the Internal Revenue Service or any other governmental agency or body. Should you have any questions, please do not hesitate to contact me. I can be reached at 888/880-8958 or via email at kolin@cwcapital.com. Sincerely, CWCapital Asset Management LLC /s/ Kathleen C. Olin Kathleen C. Olin Vice President-Special Servicing /s/ David B. Iannarone David B. Iannarone Managing Director cc: Greg Askey, Principal Matthews, Carter and Boyce, P.C. 11320 Random Hills Road, Suite 600 Fairfax, VA 22030-7427 EX-99.3 (f) Wachovia Bank, National Association 8739 Research Drive, URP4 Charlotte, NC 28288-1075 (logo)WACHOVIA SECURITIES OFFICER'S CERTIFICATE Reference is hereby made to that certain Pooling and Servicing Agreement dated as of October 1, 2005, by and among Wachovia Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank, National Association, as Master Servicer, LNR Partners, INC., as Special Servicer, and Wells Fargo Bank, National Association as Trustee, with respect to Commercial Mortgage Pass-Through Certificates, Series 2005C- 21 (the "Agreement"). Capitalized terms used herein not otherwise defined shall have the meanings assigned in the Agreement. Pursuant to Section 3.13 of this Agreement, Timothy Ryan. and Clyde M. Alexander, Managing Director and Director of the Master Servicer, do hereby certify that: 1. A review of the activities of the Master Servicer from October 1, 2005 and of its performance December 31, 2005, per the Agreement during such period has been made under our supervision; and 2. To the best of our knowledge, based on such review, the Master Servicer has fulfilled all of its material obligations under this Agreement in all material respects throughout the period October 1, 2005, through December 31, 2005; and 3. The Master Servicer has received no notice regarding qualification, or challenging the status, of the REMIC I or REMIC II as a REMIC under the REMIC Provisions or of the Additional Interest Grantor Trust as a "grantor trust" for income tax purposes under the Grantor Trust Provisions from the Internal Revenue Service or any other governmental agency or body. IN WITNESS WHEREOF, the undersigned have executed this Certificate as of the 10th day of March 2006. /s/Timothy Ryan Timothy Ryan, Managing Director Wachovia Bank National Association /s/Clyde M. Alexander Clyde M. Alexander, Director Wachovia Bank National Association Ex-99.4 Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders Class Interest Principal Losses Ending Balance A-1 584,431.94 1,397,036.53 0.00 68,261,963.47 A-1A 3,061,393.74 350,253.46 0.00 350,437,746.54 A-2C 1,545,941.08 0.00 0.00 177,270,000.00 A-2PFL 2,512,547.23 0.00 0.00 428,194,000.00 A-3 1,598,422.82 0.00 0.00 183,113,000.00 A-4 8,008,594.74 0.00 0.00 917,453,000.00 A-J 1,879,589.09 0.00 0.00 215,323,000.00 A-M 2,837,125.65 0.00 0.00 325,017,000.00 A-PB 1,288,814.45 0.00 0.00 148,638,000.00 B 567,421.64 0.00 0.00 65,003,000.00 C 283,715.19 0.00 0.00 32,502,000.00 D 531,963.79 0.00 0.00 60,941,000.00 E 319,173.03 0.00 0.00 36,564,000.00 F 354,639.62 0.00 0.00 40,627,000.00 G 283,715.19 0.00 0.00 32,502,000.00 H 354,639.62 0.00 0.00 40,627,000.00 IO 224,017.15 0.00 0.00 3,248,417,751.95 J 135,118.76 0.00 0.00 16,250,000.00 K 135,127.06 0.00 0.00 16,251,000.00 L 135,127.06 0.00 0.00 16,251,000.00 M 67,567.70 0.00 0.00 8,126,000.00 N 101,343.22 0.00 0.00 12,188,000.00 O 67,559.38 0.00 0.00 8,125,000.00 P 405,381.54 0.00 0.00 48,753,041.94 R-I 0.00 0.00 0.00 0.00 R-II 0.00 0.00 0.00 0.00 Z 0.00 0.00 0.00 0.01