WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. Depositor and WACHOVIA BANK, NATIONAL ASSOCIATION Master Servicer and LNR PARTNERS, INC. Special Servicer and WELLS FARGO BANK, N.A. Trustee POOLING AND SERVICING AGREEMENT Dated as of May 1, 2007...

Exhibit 4.1

WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC.

Depositor

and

WACHOVIA BANK, NATIONAL ASSOCIATION

Master Servicer

and

LNR PARTNERS, INC.

Special Servicer

and

XXXXX FARGO BANK, N.A.

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of May 1, 2007

$5,845,468,231

Commercial Mortgage Pass-Through Certificates

Series 2007-C31

ARTICLE I		DEFINITIONS		5

	Section 1.01		Defined Terms	5

ARTICLE II		CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES; ORIGINAL ISSUANCE OF CERTIFICATES		85

	Section 2.01		Conveyance of Mortgage Loans	85

	Section 2.02		Acceptance of the Trust Fund by Trustee	87

	Section 2.03		Mortgage Loan Seller’s Repurchase or Substitution of Mortgage Loans for Document Defects and Breaches of Representations and Warranties	90

	Section 2.04		Representations and Warranties of Depositor	95

	Section 2.05		Conveyance of Mortgage Loans; Acceptance of REMIC I and Additional Interest Grantor Trusts by Trustee	96

	Section 2.06		Issuance of the REMIC I Regular Interests; Execution, Authentication and Delivery of Class R-I Certificates	96

	Section 2.07		Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by Trustee	96

	Section 2.08		Execution, Authentication and Delivery of REMIC II Certificates, Class A-5FL Regular Interest	97

	Section 2.09		Execution, Authentication and Delivery of Class A-5FL Certificates	97

	Section 2.10		Execution, Authentication and Delivery of Class Z Certificates	97

ARTICLE III		ADMINISTRATION AND SERVICING OF THE TRUST FUND		97

	Section 3.01		Administration of the Mortgage Loans	97

	Section 3.02		Collection of Mortgage Loan Payments	101

	Section 3.03		Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts	103

	Section 3.04		Certificate Account, Interest Reserve Account, Gain-on-Sale Reserve Account, Additional Interest Account, Distribution Account and Companion Distribution Account and Floating Rate Account	107

	Section 3.05		Permitted Withdrawals from the Certificate Account, Distribution Account, Interest Reserve Account, Additional Interest Account, Gain-on-Sale Reserve Account, Companion Distribution Account, Floating Rate Account and Interest Shortfall Account	112

-ii-

Section 3.06	Investment of Funds in the Servicing Accounts, Reserve Accounts, Certificate Account, Floating Rate Accounts, Interest Reserve Account, Distribution Account, Companion Distribution Account, Additional Interest Account, Gain-on-Sale Reserve Account and REO Account	121

Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	123

Section 3.08	Enforcement of Alienation Clauses	126

Section 3.09	Realization Upon Defaulted Mortgage Loans; Required Appraisals	129

Section 3.10	Trustee and Custodian to Cooperate; Release of Mortgage Files	133

Section 3.11	Servicing Compensation	134

Section 3.12	Property Inspections; Collection of Financial Statements; Delivery of Certain Reports	138

Section 3.13	Annual Reports on Assessment of Compliance with Servicing Criteria and Annual Statement as to Compliance	142

Section 3.14	Attestation by Independent Public Accountants	145

Section 3.15	Access to Certain Information	146

Section 3.16	Title to REO Property; REO Account	149

Section 3.17	Management of REO Property	151

Section 3.18	Resolution of Defaulted Mortgage Loans and REO Properties	154

Section 3.19	Additional Obligations of Master Servicer and Special Servicer	160

Section 3.20	Modifications, Waivers, Amendments and Consents	160

Section 3.21	Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping	168

Section 3.22	Sub-Servicing Agreements	172

Section 3.23	Representations and Warranties of Master Servicer and Special Servicer	175

Section 3.24	Sub-Servicing Agreement Representation and Warranty	178

Section 3.25	Designation of Controlling Class Representative	178

Section 3.26	Companion Paying Agent	180

Section 3.27	Companion Register	181

Section 3.28	Future Debt Secured by Interests in Related Mortgagors	181

Section 3.29	Litigation Control	181

Section 3.30	Swap Contract	183

Section 3.31	Certain Matters Relating to the Non-Serviced Mortgage Loans	185

-iii-

ARTICLE IV		DISTRIBUTIONS TO CERTIFICATEHOLDERS		187

	Section 4.01		Distributions	187

	Section 4.02		Statements to Certificateholders; CMSA Loan Periodic Update File	203

	Section 4.03		P&I Advances	210

	Section 4.04		Allocation of Realized Losses and Additional Trust Fund Expenses; Allocation of Certificate Deferred Interest; Allocation of Appraisal Reduction Amounts	214

	Section 4.05		Calculations	216

	Section 4.06		Use of Agents	217

ARTICLE V		THE CERTIFICATES		217

	Section 5.01		The Certificates	217

	Section 5.02		Registration, Transfer and Exchange of Certificates	218

	Section 5.03		Book-Entry Certificates	224

	Section 5.04		Mutilated, Destroyed, Lost or Stolen Certificates	225

	Section 5.05		Persons Deemed Owners	226

ARTICLE VI		THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE CONTROLLING CLASS REPRESENTATIVE		226

	Section 6.01		Liability of Depositor, Master Servicer and Special Servicer	226

	Section 6.02		Merger, Consolidation or Conversion of Depositor or Master Servicer or Special Servicer	226

	Section 6.03		Limitation on Liability of Depositor, Master Servicer and Special Servicer	227

	Section 6.04		Resignation of Master Servicer and the Special Servicer	229

	Section 6.05		Rights of Depositor and Trustee in Respect of Master Servicer and the Special Servicer	230

	Section 6.06		Depositor, Master Servicer and Special Servicer to Cooperate with Trustee	230

	Section 6.07		Depositor, Special Servicer and Trustee to Cooperate with Master Servicer	230

	Section 6.08		Depositor, Master Servicer and Trustee to Cooperate with Special Servicer	230

	Section 6.09		Designation of Special Servicer by the Controlling Class and Controlling Holders	231

	Section 6.10		Master Servicer or Special Servicer as Owner of a Certificate	233

-iv-

	Section 6.11		The Controlling Class Representative	233

ARTICLE VII		DEFAULT		237

	Section 7.01		Events of Default	237

	Section 7.02		Trustee to Act; Appointment of Successor	242

	Section 7.03		Notification to Certificateholders and Companion Holders	243

	Section 7.04		Waiver of Events of Default	243

	Section 7.05		Additional Remedies of Trustee Upon Event of Default	244

ARTICLE VIII		CONCERNING THE TRUSTEE		244

	Section 8.01		Duties of Trustee	244

	Section 8.02		Certain Matters Affecting Trustee	245

	Section 8.03		Trustee Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	247

	Section 8.04		Trustee May Own Certificates	247

	Section 8.05		Fees and Expenses of Trustee; Indemnification of Trustee	248

	Section 8.06		Eligibility Requirements for Trustee	248

	Section 8.07		Resignation and Removal of Trustee	249

	Section 8.08		Successor Trustee	250

	Section 8.09		Merger or Consolidation of Trustee	251

	Section 8.10		Appointment of Co-Trustee or Separate Trustee	251

	Section 8.11		Appointment of Custodians	252

	Section 8.12		Appointment of Authenticating Agents	253

	Section 8.13		Access to Certain Information	254

	Section 8.14		Appointment of REMIC Administrators	254

	Section 8.15		Representations and Warranties of Trustee	255

	Section 8.16		Appointment of the Paying Agent	256

	Section 8.17		Reports to the Securities and Exchange Commission; Available Information	257

	Section 8.18		Maintenance of Mortgage File	268

ARTICLE IX		TERMINATION		268

	Section 9.01		Termination Upon Repurchase or Liquidation of All Mortgage Loans	268

	Section 9.02		Additional Termination Requirements	272

-v-

ARTICLE X		ADDITIONAL TAX PROVISIONS		273

	Section 10.01		REMIC Administration	273

	Section 10.02		Administration of the Additional Interest Grantor Trust and the Class A-5FL Grantor Trust	277

ARTICLE XI		MISCELLANEOUS PROVISIONS		280

	Section 11.01		Amendment	280

	Section 11.02		Recordation of Agreement; Counterparts	283

	Section 11.03		Limitation on Rights of Certificateholders	283

	Section 11.04		Governing Law	284

	Section 11.05		Notices	284

	Section 11.06		Severability of Provisions	285

	Section 11.07		Grant of a Security Interest	285

	Section 11.08		Xxxxxx Act	286

	Section 11.09		Successors and Assigns; Beneficiaries	286

	Section 11.10		Article and Section Headings	286

	Section 11.11		Notices to Rating Agencies	286

	Section 11.12		Complete Agreement	288

-vi-

EXHIBITS

Exhibit Description	Exhibit No.	Section Reference

Form of Class A-1 Certificate	A-1	Section 1.01 Definition of “Class A-1 Certificate”

Form of Class A-2 Certificate	A-2	Section 1.01 Definition of “Class A-2 Certificate”

Form of Class A-3 Certificate	A-3	Section 1.01 Definition of “Class A-3 Certificate”

Form of Class A-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-5 Certificate	A-6	Section 1.01 Definition of “Class A-5 Certificate”

Form of Class A-5FL Certificate	A-7	Section 1.01 Definition of “Class A-5FL Certificate”

Form of Class A-1A Certificate	A-8	Section 1.01 Definition of “Class A-1A Certificate”

Form of Class A-M Certificate	A-9	Section 1.01 Definition of “Class A-M Certificate”

Form of Class A-J Certificate	A-10	Section 1.01 Definition of “Class A-J Certificate”

Form of Class B Certificate	A-11	Section 1.01 Definition of “Class B Certificate”

Form of Class C Certificate	A-12	Section 1.01 Definition of “Class C Certificate”

Form of Class D Certificate	A-13	Section 1.01 Definition of “Class D Certificate”

Form of Class E Certificate	A-14	Section 1.01 Definition of “Class E Certificate”

Form of Class F Certificate	A-15	Section 1.01 Definition of “Class F Certificate”

Form of Class G Certificate	A-16	Section 1.01 Definition of “Class G Certificate”

Form of Class H Certificate	A-17	Section 1.01 Definition of “Class H Certificate”

Form of Class J Certificate	A-18	Section 1.01 Definition of “Class J Certificate”

Form of Class K Certificate	A-19	Section 1.01 Definition of “Class K Certificate”

Form of Class L Certificate	A-20	Section 1.01 Definition of “Class L Certificate”

Form of Class M Certificate	A-21	Section 1.01 Definition of “Class M Certificate”

Form of Class N Certificate	A-22	Section 1.01 Definition of “Class N Certificate”

-vii-

Exhibit Description	Exhibit No.	Section Reference

Form of Class O Certificate	A-23	Section 1.01 Definition of “Class O Certificate”

Form of Class P Certificate	A-24	Section 1.01 Definition of “Class P Certificate”

Form of Class Q Certificate	A-25	Section 1.01 Definition of “Class Q Certificate”

Form of Class S Certificate	A-26	Section 1.01 Definition of “Class S Certificate”

Form of Class T Certificate	A-27	Section 1.01 Definition of “Class T Certificate”

Form of Class U Certificate	A-28	Section 1.01 Definition of “Class U Certificate”

Form of Class IO Certificate	A-29	Section 1.01 Definition of “Class IO Certificate”

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

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

Form of Class Z Certificate	A-32	Section 1.01 Definition of “Class Z Certificate”

Mortgage Loan Schedule	B	Section 1.01 Definition of “Mortgage Loan Schedule”

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

Form of Custodial Certification	C-2	Section 2.02(b)

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

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

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

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

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

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

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

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

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

-viii-

Exhibit Description	Exhibit No.	Section Reference

Form of Transferee Certificate	G	Section 5.02(c)

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

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

Form of Notice and Acknowledgment	I-1	Section 6.09

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

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

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

Form of Prospective Purchaser Certificate	K-2	Section 1.01 Definition of “Privileged Person”; Section 3.15(a)

Initial Companion Holders	L	Section 3.27

Form of Purchase Option Notice	M	Section 3.18(e)

Form of Defeasance Certificate	N	Section 3.20(h)

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

Form of Trustee Certification	P	Section 8.17(n)

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

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

Class A-PB Planned Principal Balance Schedule	R	Section 1.01 Definition of “Class A-PB Planned Principal Balance”

Relevant Servicing Criteria	S	Section 1.01 Definition of “Relevant Servicing Criteria”; Section 3.13(a)

RESERVED	T

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

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

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

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

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

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

-ix-

POOLING AND SERVICING AGREEMENT

This Pooling and Servicing Agreement (this “Agreement”) is dated and effective as of May 1, 2007, among WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer, LNR PARTNERS, INC., as Special Servicer, and XXXXX FARGO BANK, N.A., as Trustee.

PRELIMINARY STATEMENT:

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

REMIC I

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

REMIC II

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of all of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC II. The Class R-II Certificates will evidence the sole class of “residual interests” in REMIC II for purposes of the REMIC Provisions under federal income tax law. For federal income tax purposes, each Class of Regular Certificates and the Class A-5FL Regular Interest will be designated as a separate “regular interest” in REMIC II for purposes of the REMIC Provisions under federal income tax law. Each of the “Corresponding Components of Class IO Certificates” is a “regular interest” in REMIC II and the Class IO Certificates represent such Corresponding Components.

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

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

Class A-1	$50,911,000	LA-1	$50,911,000	⁽²⁾	IO-A-1
Class A-2	$663,472,000	LA-2	$663,472,000	⁽²⁾	IO-A-2
Class A-3	$188,934,000	LA-3	$188,934,000	⁽²⁾	IO-A-3
Class A-PB	$85,402,000	LA-PB	$85,402,000	⁽²⁾	IO-A-PB
Class A-4	$1,025,478,000	LA-4	$1,025,478,000	⁽²⁾	IO-A-4
Class A-5	$250,000,000	LA-5	$250,000,000	⁽²⁾	IO-A-5
Class A-5FL	$500,000,000	LA-5FL	$500,000,000		IO-A-5FL
Class A-1A	$1,327,630,000	LA-1A-1	$1,327,630,000	⁽²⁾	IO-A-1A-1
Class A-M	$584,547,000	LA-M	$584,547,000	⁽²⁾	IO-A-M
Class A-J	$460,331,000	LA-J	$460,331,000	⁽²⁾	IO-A-J
Class B	$36,534,000	LB	$36,534,000	⁽²⁾	IO-B
Class C	$73,068,000	LC	$73,068,000	⁽²⁾	IO-C
Class D	$73,069,000	LD	$73,069,000	⁽²⁾	IO-D
Class E	$29,227,000	LE	$29,227,000	⁽²⁾
Class F	$51,148,000	LF	$51,148,000	⁽²⁾
Class G	$58,454,000	LG	$58,454,000	⁽²⁾
Class H	$80,376,000	LH	$80,376,000	⁽²⁾
Class J	$51,147,000	LJ	$51,147,000	⁽²⁾
Class K	$65,762,000	LK	$65,762,000	⁽²⁾
Class L	$29,227,000	LL	$29,227,000	⁽²⁾	IO-L
Class M	$14,614,000	LM	$14,614,000	⁽²⁾	IO-M
Class N	$21,921,000	LN	$21,921,000	⁽²⁾	IO-N
Class O	$14,614,000	LO	$14,614,000	⁽²⁾	IO-O
Class P	$14,613,000	LP	$14,613,000	⁽²⁾	IO-P
Class Q	$14,614,000	LQ	$14,614,000	⁽²⁾	IO-Q
Class S	$7,306,000	LS	$7,306,000	⁽²⁾	IO-S
Class T	$14,614,000	LT	$14,614,000	⁽²⁾	IO-T
Class U	$58,455,231	LU	$58,455,231	⁽²⁾	IO-U


(1)	The REMIC I Regular Interest and the Component of the Class IO Certificates that corresponds to any particular Class of Sequential Pay Certificates also correspond to each other and, accordingly, constitute the Corresponding REMIC I Regular Interest and the Corresponding Component (if any), respectively, with respect to each other.

(2)	The Weighted Average Net Mortgage Rate.

(3)	REMIC I Regular Interest LA-5FL does not correspond to any Class of Certificates, but rather corresponds to the Class A-5FL Regular Interest. The pass through rate applicable to the Class A-5FL Certificates on each distribution date will be a per annum rate equal to LIBOR plus 0.210%. Subject to the provisions of this Agreement and the Swap Contract, the pass-through rate applicable to the Class A-5FL Certificates may convert to a fixed rate equal to 0.210% per annum.

The portion of the Trust Fund consisting of the Additional Interest and amounts held from time to time in the Additional Interest Account that represent Additional Interest shall be treated as a grantor trust (the “Additional Interest Grantor Trust”) for federal income tax purposes. The Class Z Certificates represent undivided beneficial interests in the Additional Interest Grantor Trust. The Class A-5FL Regular Interest, the Swap Contract, the Floating Rate

-2-

Account and the proceeds thereof shall be treated as another grantor trust (the “A-5FL Grantor Trust”) for federal income tax purposes. The Class A-5FL Certificates represent an undivided beneficial interest in the Class A-5FL Grantor Trust.

Each of the mortgage loans referred to in this Agreement as the Five Times Square Pari Passu Companion Loans, the Five Times Square Subordinate Companion Loan, the Beacon D.C. & Seattle Pool Pari Passu Companion Loans, the 000 Xxxxx Xxxxxx Pari Passu Companion Loans, the Xxxxx Xxxxxx Village & Stuyvesant Town Pari Passu Companion Loans, the Xxxxx Xxxxxx Village & Stuyvesant Town Future Pari Passu Companion Loan, if advanced, the Los Angeles International Jewelry Center Subordinate Companion Loan, the Lembi Pool Subordinate Companion Loan, the 000 Xxxx 0xx Xxxxxx Subordinate Companion Loan, the Xxxx Palms Apartments Subordinate Companion Loan, the Doubletree Hotel – Tucson, AZ Subordinate Companion Loan, the Quail Creek Subordinate Companion Loan and the Rancho Vista Apartments Subordinate Companion Loan (each, a “Companion Loan” and, collectively, the “Companion Loans”) are not and will not be part of the Trust Fund but are secured by corresponding Mortgages that secure certain related Mortgage Loans that are identified on the Mortgage Loan Schedule as the Five Times Square Loan (loan number 1) (with respect to each of the Five Times Square Pari Passu Companion Loans #1 and #2 and the Five Times Square Subordinate Companion Loan), the Beacon D.C. & Seattle Pool Loan (loan number 2), the 000 Xxxxx Xxxxxx Loan (loan number 3), the Xxxxx Xxxxxx Village & Stuyvesant Town Loan (loan number 5), the Los Angeles International Jewelry Center Loan (loan number 10), the Lembi Pool Loan (loan number 11), the 000 Xxxx 0xx Xxxxxx Loan (loan number 21), the Xxxx Palms Apartments Loan (loan number 40), the Doubletree Hotel – Tucson, AZ Loan (loan number 44), the Quail Creek Loan (loan number 103) and the Rancho Vista Apartments Loan (loan number 108), (each, a “Co-Lender Loan” and collectively, the “Co-Lender Loans”) that are part of the Trust Fund.

The Five Times Square Loan, the Five Times Square Pari Passu Companion Loan #1 and the Five Times Square Pari Passu Companion Loan #2 are pari passu in right of entitlement with each other. The Five Times Square Subordinate Companion Loan is subordinate in right of entitlement to the Five Times Square Loan and the Five Times Square Pari Passu Companion Loans. The Beacon D.C. & Seattle Pool Loan and the Beacon D.C. & Seattle Pool Pari Passu Companion Loans are pari passu in right of entitlement with each other. The 000 Xxxxx Xxxxxx Loan and the 000 Xxxxx Xxxxxx Pari Passu Companion Loans are pari passu in right of entitlement with each other. The Xxxxx Xxxxxx Village & Stuyvesant Town Loan, the Xxxxx Xxxxxx Village & Stuyvesant Town Pari Passu Companion Loans and the Xxxxx Xxxxxx Village & Stuyvesant Town Future Pari Passu Companion Loan, if advanced, are and will be pari passu in right of entitlement with each other. The Los Angeles International Jewelry Center Subordinate Companion Loan is subordinate in right of entitlement to the Los Angeles International Jewelry Center Loan. The Lembi Pool Subordinate Companion Loan is subordinate in right of entitlement to the Lembi Pool Loan. The 000 Xxxx 0xx Xxxxxx Subordinate Companion Loan is subordinate in right of entitlement to the 000 Xxxx 0xx Xxxxxx Loan. The Xxxx Palms Apartments Subordinate Companion Loan is subordinate in right of entitlement to the Xxxx Palms Apartments Loan. The Doubletree Hotel – Tucson, AZ Subordinate Companion Loan is subordinate in right of entitlement to the Doubletree Hotel – Tucson, AZ Loan. The Quail Creek Subordinate Companion Loan is subordinate in right of entitlement to the Quail Creek Loan. The Rancho Vista Apartments Subordinate Companion Loan is subordinate in right of entitlement to

-3-

the Rancho Vista Apartments Loan. As and to the extent provided herein, each of the Companion Loans (other than the Five Times Square Pari Passu Companion Loan, the Five Times Square Subordinate Companion Loan, the Beacon D.C. & Seattle Pool Pari Passu Companion Loans, the 000 Xxxxx Xxxxxx Pari Passu Companion Loan, the Xxxxx Xxxxxx Village & Stuyvesant Town Pari Passu Companion Loan and the Xxxxx Xxxxxx Village & Stuyvesant Town Future Pari Passu Companion Loan, if advanced) will be serviced and administered in accordance with this Agreement. Each of the Five Times Square Pari Passu Companion Loan, the Five Times Square Subordinate Companion Loan, the Xxxxx Xxxxxx Village & Stuyvesant Town Pari Passu Companion Loan and the Xxxxx Xxxxxx Village & Stuyvesant Town Future Pari Passu Companion Loan, if advanced, will be serviced and administered in accordance with the pooling and servicing agreement (the “2007-C30 Pooling and Servicing Agreement”), dated as of March 1, 2007, by and among Wachovia Commercial Mortgage Securities, Inc., as depositor (the “2007-C30 Depositor”), Wachovia Bank, National Association, as master servicer (the “2007-C30 Master Servicer”), CWCapital Asset Management LLC, as special servicer (the “2007-C30 Special Servicer”), and Xxxxx Fargo Bank, N.A., as trustee (the “2007-C30 Trustee”), pursuant to which the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C30 were issued and the trust fund (the “2007-C30 Trust Fund”) was created. The Beacon D.C. & Seattle Pool Loan and the Beacon D.C. & Seattle Pool Pari Passu Companion Loans will be serviced and administered in accordance with the pooling and servicing agreement (the “Xxxxxx Xxxxxxx 2007-IQ14 Pooling and Servicing Agreement”), which is expected to be executed on or about the date of this Agreement, by and among Xxxxxx Xxxxxxx Capital I Inc., as depositor (the “Xxxxxx Xxxxxxx 2007-IQ14 Depositor”), Xxxxx Fargo Bank, N.A., as master servicer (the “Xxxxxx Xxxxxxx 2007-IQ14 Master Servicer”), ARCap Special Servicing Inc., as special servicer (the “Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer”), and the Bank of New York, as trustee (the “Xxxxxx Xxxxxxx 2007-IQ14 Trustee”) pursuant to which the Xxxxxx Xxxxxxx Capital I Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-IQ14 and the trust fund (the “Xxxxxx Xxxxxxx 2007-IQ14 Trust Fund”) was created. The 000 Xxxxx Xxxxxx Loan and the 000 Xxxxx Xxxxxx Pari Passu Companion Loans will be serviced and administered in accordance with the pooling and servicing agreement (the “GECMC 2007-C1 Pooling and Servicing Agreement”), dated as of May 1, 2007, by and among GE Commercial Mortgage Corporation, as depositor (the “GECMC 2007-C1 Depositor”), Bank of America, National Association as master servicer with respect to the 000 Xxxxx Xxxxxx Whole Loan (the “GECMC 2007-C1 Master Servicer”), LNR Partners, Inc., as special servicer (the “GECMC 2007-C1 Special Servicer”), and Xxxxx Fargo Bank, N.A., as trustee (the “GECMC 2007-C1 Trustee”), pursuant to which the GE Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C1, were issued and the trust fund (the “GECMC 2007-C1 Trust Fund”) was created. Amounts attributable to the Companion Loans will not be assets of the Trust Fund and will be owned by the Companion Holders.

In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer and the Trustee agree as follows:

-4-

ARTICLE I

DEFINITIONS

Section 1.01

Defined Terms.

Whenever used in this Agreement, including in the Preliminary Statement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article.

“30/360 Basis”: The accrual of interest calculated on the basis of a 360-day year consisting of twelve 30-day months.

“611 West 6 ^th Street Intercreditor Agreement”: The Intercreditor Agreement, dated as of May [__], 2007, by and between Wachovia Bank, National Association and MW1-2002, LLC, relating to the 000 Xxxx 0^xx Xxxxxx Whole Loan.

“000 Xxxx 0^xx Xxxxxx Loan”: That certain Mortgage Loan which is included in the Trust Fund (identified as loan number 21 on the Mortgage Loan Schedule).

“000 Xxxx 0^xx Xxxxxx Subordinate Companion Loan”: That certain mortgage loan evidenced by a note, which is not an asset of the Trust Fund, secured by the Mortgaged Property securing the 000 Xxxx 0^xx Xxxxxx Loan and subordinate in right of entitlement to the 000 Xxxx 0^xx Xxxxxx Loan.

“000 Xxxx 0^xx Xxxxxx Whole Loan”: The 000Xxxx 0^xx Xxxxxx Loan, together with the 000Xxxx 0^xx Xxxxxx Subordinate Companion Loan.

“000 Xxxxx Xxxxxx Loan”: That certain Mortgage Loan (comprised of two pari passu mortgage loans, each of which is evidenced by a note) which is included in the Trust Fund (identified as loan number 3 on the Mortgage Loan Schedule).

“666 Fifth Avenue Pari Passu Companion Loans”: Those certain mortgage loans, each of which is evidenced by a note, which are not assets of the Trust Fund, secured by the Mortgaged Property securing the 000 Xxxxx Xxxxxx Loan and pari passu in right of entitlement with the 000 Xxxxx Xxxxxx Loan.

“666 Fifth Avenue Pari Passu Intercreditor Agreement”: The Co-Lender Agreement, dated as of January 11, 2007, by and among Barclays Capital Real Estate Inc. and UBS Real Estate Investments Inc. relating to the 000 Xxxxx Xxxxxx Whole Loan.

“000 Xxxxx Xxxxxx Whole Loan”: The 000 Xxxxx Xxxxxx Loan, together with the 000 Xxxxx Xxxxxx Xxxx Xxxxx Companion Loans.

“0000 Xxxxx 00^xx Xxxxxx Loan”: That certain Mortgage Loan which is included in the Trust Fund (identified as loan number 133 on the Mortgage Loan Schedule).

-5-

“2007-C30 Controlling Class Representative”: The “Controlling Class Representative” as defined in the 2007-C30 Pooling and Servicing Agreement.

“2007-C30 Depositor”: As defined in the Preliminary Statement.

“2007-C30 Majority Subordinate Certificateholder”: The “Majority Subordinate Certificateholder” as defined in the 2007-C30 Pooling and Servicing Agreement.

“2007-C30 Master Servicer”: As defined in the Preliminary Statement.

“2007-C30 Mortgage Loan Purchase Agreement”: The “Mortgage Loan Purchase Agreement” as defined in the 2007-C30 Pooling and Servicing Agreement.

“2007-C30 Pooling and Servicing Agreement”: As defined in the Preliminary Statement.

“2007-C30 Serviced Mortgage Loans”: The Five Times Square Loan and the Xxxxx Xxxxxx Village & Stuyvesant Town Loan.

“2007-C30 Special Servicer”: As defined in the Preliminary Statement.

“2007-C30 Trust Fund”: As defined in the Preliminary Statement.

“2007-C30 Trustee”: As defined in the Preliminary Statement.

“00000 Xxx Xxxx Loan”: That certain Mortgage Loan which is included in the Trust Fund (identified as loan number 65 on the Mortgage Loan Schedule).

“Accrued Certificate Interest”: With respect to any Class of Regular Certificates (other than the Class IO Certificates) and the Class A-5FL Regular Interest for any Distribution Date, one month’s interest at the Pass-Through Rate applicable to such Class of Certificates and the Class A-5FL Regular Interest for such Distribution Date, accrued for the related Interest Accrual Period on the related Class Principal Balance outstanding immediately prior to such Distribution Date; with respect to the Class IO Certificates for any Distribution Date the sum of the Accrued Component Interest for the related Interest Accrual Period for all of the Components for such Distribution Date. Accrued Certificate Interest shall be calculated on a 30/360 Basis and, with respect to any Class of Regular Certificates (other than Class A-5FL Certificates ) and the Class A-5FL Regular Interest for any Distribution Date, shall be deemed to accrue during the calendar month preceding the month in which such Distribution Date occurs. Accrued Certificate Interest with respect to the Class A-5FL Regular Interest shall be calculated on an Actual/360 Basis, and for any Distribution Date, shall be deemed to accrue during the period from and including the Distribution Date in the month preceding the month in which the related Distribution Date occurs (or in the case of the first Distribution Date, the Closing Date) to but excluding the related Distribution Date; provided, however, that if a Class A-5FL Distribution Conversion has occurred, Accrued Certificate Interest with respect to the Class A-5FL Certificates shall be the same as for the Class A-5FL Regular Interest.

-6-

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

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

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

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

“Additional Disclosure Notification”: The form of notification, which is attached hereto as Exhibit V, to be included with any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information.

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

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

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

“Additional Interest Account”: The segregated account, accounts or subaccounts created and maintained by the Trustee pursuant to Section 3.04(d) which shall be entitled “Xxxxx Fargo Bank, N.A., as Trustee, in trust for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C31, Additional Interest Account.” The Additional Interest Account shall not be an asset of either REMIC I or REMIC II.

-7-

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

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

“Additional Interest Rate”: With respect to any ARD Loan after its Anticipated Repayment Date, the incremental increase in the per annum rate at which such Mortgage Loan accrues interest after the Anticipated Repayment Date (in the absence of defaults) as calculated and as set forth in the related Mortgage Loan documents.

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

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

“Additional Yield Amount”: (a) With respect to any Distribution Date and any Class of Regular Certificates (other than the Class IO Certificates and any Excluded Class) and the Class A-5FL Regular Interest entitled to distributions of principal with respect to Loan Group 1 pursuant to Section 4.01(a) on such Distribution Date; provided that a Yield Maintenance Charge and/or Prepayment Premium was actually collected on a Mortgage Loan or an REO Loan in such Loan Group during the related Collection Period, the product of (a) such Yield Maintenance Charge and/or Prepayment Premium multiplied by (b) a fraction, which in no event will be greater than one, the numerator of which is equal to the positive excess, if any, of (i) the Pass-Through Rate for such Class of Regular Certificates or the Class A-5FL Regular Interest then receiving principal over (ii) the related Discount Rate, and the denominator of which is equal to the positive excess, if any, of (i) the Mortgage Rate for such Mortgage Loan or REO Loan, as the case may be, over (ii) the related Discount Rate, multiplied by (c) a fraction, the numerator of which is equal to the amount of principal distributable on such Class of Regular

-8-

Certificates or the Class A-5FL Regular Interest on such Distribution Date pursuant to Section 4.01(a) with respect to Loan Group 1, and the denominator of which is equal to the Loan Group 1 Principal Distribution Amount for such Distribution Date.

	(b) With respect to any Distribution Date and any Class of Regular Certificates (other than the Class IO Certificates and any Excluded Class) and the Class A-5FL Regular Interest entitled to distributions of principal with respect to Loan Group 2 pursuant to Section 4.01(a) on such Distribution Date; provided that a Yield Maintenance Charge and/or Prepayment Premium was actually collected on a Mortgage Loan or an REO Loan in such Loan Group during the related Collection Period, the product of (a) such Yield Maintenance Charge and/or Prepayment Premium multiplied by (b) a fraction, which in no event will be greater than one, the numerator of which is equal to the positive excess, if any, of (i) the Pass-Through Rate for such Class of Regular Certificates or the Class A-5FL Regular Interest then receiving principal over (ii) the related Discount Rate, and the denominator of which is equal to the positive excess, if any, of (i) the Mortgage Rate for such Mortgage Loan or REO Loan, as the case may be, over (ii) the related Discount Rate, multiplied by (c) a fraction, the numerator of which is equal to the amount of principal distributable on such Class of Regular Certificates or the Class A-5FL Regular Interest on such Distribution Date pursuant to Section 4.01(a) with respect to Loan Group 2, and the denominator of which is equal to the Loan Group 2 Principal Distribution Amount for such Distribution Date.

	(c) For purposes of the foregoing, to the extent that payments of principal on any Class of Regular Certificates (other than the Class IO Certificates and any Excluded Class) or the Class A-5FL Regular Interest could be made from principal amounts allocable to Loan Group 1 or principal amounts allocable to Loan Group 2, the Trustee shall assume that those payments of principal on that Class of Regular Certificates or the Class A-5FL Regular Interest are made from amounts allocable to each Loan Group, on a pro rata basis in accordance with the respective amounts allocable to each Loan Group that were available for payment on that Class of Certificates or the Class A-5FL Regular Interest.

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

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

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

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

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

-9-

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

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

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

-10-

scheduled maturity date and no Appraisal has been received within 120 days of such failure, the Appraisal Reduction Amount for the related Mortgage Loan (including, for such purposes, any related Pari Passu Companion Loan or any related Subordinate Companion Loan serviced hereunder) will equal 25% of the outstanding principal balance of such Mortgage Loan (including, for such purposes, any related Pari Passu Companion Loan or any related Subordinate Companion Loan serviced hereunder), to be adjusted upon receipt of the new Appraisal. Any Appraisal Reduction Amount for a Co-Lender Loan shall be allocated as provided in Section 4.04(d). Notwithstanding the foregoing, any Appraisal Reduction in respect of each Non-Serviced Mortgage Loan shall be calculated by the applicable master servicer or special servicer in accordance with and pursuant to the terms of the related Non-Serviced Mortgage Loan Pooling Agreement.

“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.

“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).

-11-

“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 2007-C30 Serviced Mortgage Loans, the Xxxxxx Xxxxxxx 2007-IQ14 Serviced Mortgage Loan and the GECMC 2007-C1 Serviced Mortgage Loan, any amounts remitted by or advanced pursuant to the 2007-C30 Pooling and Servicing Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Pooling and Servicing Agreement or the GECMC 2007-C1 Pooling and Servicing Agreement, as applicable) of, without duplication, (i) the aggregate of the amounts on deposit in the Certificate Account and the Distribution Account (without regard to any payments made to or received from the Swap Counterparty) as of the close of business on the last day of the related Collection Period and the amounts collected by or on behalf of the Master Servicer as of the close of business on the last day of such Collection Period and required to be deposited in the Certificate Account; (ii) the aggregate amount of any P&I Advances made by the Master Servicer or the Trustee for distribution on the Certificates (other than the Class A-5FL Certificates) and the Class A-5FL Regular Interest on such Distribution Date pursuant to Section 4.03; (iii) the aggregate amount transferred from the REO Account (if established) to the Certificate Account as of the last day of the related Collection Period, on or prior to the P&I Advance Date in such month, pursuant to Section 3.16(c); (iv) the aggregate amount deposited by the Master Servicer in the Certificate Account for such Distribution Date pursuant to Section 3.19 in connection with Prepayment Interest Shortfalls; and (v) for each Distribution Date occurring in March, and for the final Distribution Date if the final Distribution Date occurs in February, the aggregate of the Interest Reserve Amounts in respect of each Interest Reserve Loan deposited into the Distribution Account pursuant to Section 3.05(d); and (vi) for the initial Distribution Date only, the Interest Shortfall Amount deposited into the Distribution Account pursuant to Section 3.05, net of (b) the portion of the amount described in subclauses (a)(i) and (a)(iii) of this definition that represents one or more of the following: (i) collected Periodic Payments that are due on a Due Date following the end of the related Collection Period, (ii) any amounts payable or reimbursable to any Person from the (A) Certificate Account pursuant to clauses (ii)-(xvi), (xx), (xxi) and (xxiii) of Section 3.05(a) or (B) the Distribution Account pursuant to clauses (ii)-(vii) of Section 3.05(b), (iii) Prepayment Premiums and Yield Maintenance Charges, (iv) Additional Interest, (v) with respect to the Distribution Date occurring in February of each year and in January of each year that is not a leap year (unless, in either case, the related Distribution Date is the final Distribution Date), the Interest Reserve Amounts with respect to the Interest Reserve Loans to be withdrawn from the Certificate Account and remitted to the Trustee for deposit in the Interest Reserve Account in respect of such Distribution Date and held for future distribution pursuant to Section 3.04(c), (vi) for the initial Distribution Date only and each Mortgage Loan originated in April 2007 that has its first Due Date in June 2007, any interest amounts relating to the period prior to the Cut-Off Date of such Mortgage Loan payable to the related Mortgage Loan Seller; and (vii) any amounts deposited in the Certificate Account or the Distribution Account in error. The Available Distribution Amount will not include any amounts required to be distributed pursuant to the terms of any Intercreditor Agreement or this Agreement to a Companion Holder.

-12-

“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).

“BCRE”: Barclays Capital Real Estate Inc., or its successor in interest.

“BCRE Mortgage Loan Purchase Agreement”: That certain mortgage loan purchase agreement, dated as of May 1, 2007, between the Depositor and BCRE, and relating to the transfer of the BCRE Mortgage Loans to the Depositor.

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

“Beacon D.C. & Seattle Pool Loan”: That certain Mortgage Loan which is included in the Trust Fund (identified as loan number 2 on the Mortgage Loan Schedule).

“Beacon D.C. & Seattle Pool Pari Passu Companion Loans”: Those certain mortgage loans, each of which is evidenced by a note, which are not assets of the Trust Fund, secured by the Mortgaged Property securing the Beacon D.C. & Seattle Pool Loan and pari passu in right of entitlement with the Beacon D.C. & Seattle Pool Loan.

“Beacon D.C. & Seattle Pool Pari Passu Intercreditor Agreement”: The Intercreditor Agreement, dated as of May 23, 2007, by and among Xxxxxx Xxxxxxx Mortgage Capital Inc., Bear Xxxxxxx Commercial Mortgage, Inc. and Wachovia Bank, N.A. relating to the Beacon D.C. & Seattle Pool Whole Loan.

“Beacon D.C. & Seattle Pool Whole Loan”: The Beacon D.C. & Seattle Pool Loan, together with the Beacon D.C. & Seattle Pool Pari Passu Companion Loan.

“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).

-13-

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

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

“Certificate”: Any one of the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C31, 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 Xxxxx Fargo Bank, N.A., as Trustee, on behalf of and in trust for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C31.” Subject to the related Intercreditor Agreement and taking into account that (i) each Subordinate Companion Loan is subordinate to its related Co-Lender Loan to the extent set forth in the related Intercreditor Agreement, and (ii) the Pari Passu Companion Loans are pari passu with the related Co-Lender Loan, each subaccount described in the next to last paragraph of Section 3.04(a) that is part of the Certificate Account shall be for the benefit of the related Companion Holder, to the extent funds on deposit in such subaccount are attributed to the related Companion Loan.

“Certificate Deferred Interest”: The amount by which interest distributable to any Class of Sequential Pay Certificates (other than the Class A-5FL Certificates) or the Class A-5FL Regular Interest is reduced by the amount of Mortgage Deferred Interest allocable to such Class of Certificates or the Class A-5FL Regular Interest on any Distribution Date.

“Certificate Factor”: With respect to any Class of Regular Certificates and the Class A-5FL Certificates as of any date of determination, a fraction, expressed as a decimal carried to eight places, the numerator of which is the then current Class Principal Balance or Class IO Notional Amount, as applicable, of such Class of Regular Certificates or the Class A-5FL Certificates and the denominator of which is the Original Class Principal Balance or Original Class IO Notional Amount of such Class of Regular Certificates or the Class A-5FL Certificates, as applicable.

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

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

-14-

“Certificate Principal Balance”: With respect to any Sequential Pay Certificate, as of any date of determination, the then outstanding principal amount of such Certificate equal to the product of (a) the Percentage Interest evidenced by such Certificate multiplied by (b) the then Class Principal Balance of the Class of Certificates to which such Certificate belongs. The aggregate Certificate Principal Balance of the Class A-5FL Certificates shall be equal at all times to the Class Principal Balance of the Class A-5FL Regular Interest.

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

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

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

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

-15-

“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-8 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-5 Certificate”: Any one of the Certificates with a “Class A-5” designation on the face thereof, substantially in the form of Exhibit A-6 attached hereto, and evidencing a “regular interest” in REMIC II for purposes of the REMIC Provisions.

“Class A-5FL Available Funds”: With respect to any Distribution Date, the sum of (i) the total amount of all principal and/or interest distributions on or in respect of the Class A-5FL Regular Interest with respect to such Distribution Date and (ii) the amounts, if any, received from the Swap Counterparty pursuant to the Swap Contract for such Distribution Date, less (iii) with respect to interest distributions, all regularly scheduled fixed interest amounts (prior to the termination of the Swap Contract or prior to the occurrence and during the continuance of a Swap Default, exclusive of any Yield Maintenance Charges or Prepayment Premiums allocated in respect of the Class A-5FL Regular Interest) required to be paid to the Swap Counterparty pursuant to the Swap Contract for such Distribution Date.

“Class A-5FL Certificate”: Any one of the Certificates with a “Class A-5FL” designation on the face thereof, substantially in the form of Exhibit A-7 attached hereto, and evidencing an undivided beneficial interest in the Class A-5FL Grantor Trust.

“Class A-5FL Distribution Conversion”: With respect to any Distribution Date (i) upon the occurrence and during the continuation of a Swap Default while the Trustee (or the Paying Agent on its behalf) is pursuing remedies under the Swap Contract pursuant to Section 3.30 or (ii) immediately upon and following the termination of the Swap Contract until a replacement swap contract is entered into, if any, the conversion of distributions to the Class A-5FL Certificates from distributions based, in part, on floating interest payments from the Swap Counterparty under the Swap Contract to distributions based solely on fixed interest distributions in respect of the Class A-5FL Regular Interest, as specified in Section 4.01(j).

“Class A-5FL Grantor Trust”: That certain “grantor trust” (within the meaning of the Grantor Trust Provisions), the assets of which are the Class A-5FL Grantor Trust Assets.

“Class A-5FL Grantor Trust Assets”: The segregated pool of assets consisting of the Class A-5FL Regular Interest, the Swap Contract, the Floating Rate Account and the proceeds thereof, the beneficial ownership of which is represented by the Class A-5FL Certificates.

-16-

“Class A-5FL Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of (i) amounts in respect of interest received in respect of the Class A-5FL Regular Interest for such Distribution Date and (ii) the Floating Swap Payment, less (iii) the Fixed Swap Payment for such Distribution Date.

“Class A-5FL Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the amount of principal allocated pursuant to Section 4.01(j) in respect of the Class A-5FL Regular Interest on such Distribution Date.

“Class A-5FL Regular Interest:” The uncertificated interest in REMIC II, designated as “Class A-5FL”, constituting a “regular interest” in REMIC II for purposes of the REMIC Provisions and having characteristics attributable thereto in this Agreement.

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

“Class A-M Certificate”: Any one of the Certificates with a “Class A-M” designation on the face thereof, substantially in the form of Exhibit A-9 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 Balance”: The planned principal amount set forth on Exhibit R hereto relating to principal payments for the Class A-PB Certificates.

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

“Class C Certificate”: Any one of the Certificates with a “Class C” designation on the face thereof, substantially in the form of Exhibit A-12 attached hereto, and evidencing a “regular interest” in REMIC II for purposes of the REMIC Provisions.

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

“Class E Certificate”: Any one of the Certificates with a “Class E” designation on the face thereof, substantially in the form of Exhibit A-14 attached hereto, and evidencing a “regular interest” in REMIC II for purposes of the REMIC Provisions.

-17-

“Class F Certificate”: Any one of the Certificates with a “Class F” designation on the face thereof, substantially in the form of Exhibit A-15 attached hereto, and evidencing a “regular interest” in REMIC II for purposes of the REMIC Provisions.

“Class G Certificate”: Any one of the Certificates with a “Class G” designation on the face thereof, substantially in the form of Exhibit A-16 attached hereto, and evidencing a “regular interest” in REMIC II for purposes of the REMIC Provisions.

“Class H Certificate”: Any one of the Certificates with a “Class H” designation on the face thereof, substantially in the form of Exhibit A-17 attached hereto, and evidencing a “regular interest” in REMIC II for purposes of the REMIC Provisions.

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

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

“Class IO Strip Rate”: With respect to any Class of Components for any Distribution Date, a rate per annum equal to (i) the Weighted Average Net Mortgage Rate for such Distribution Date, minus (ii) the Pass-Through Rate for the Corresponding Certificates.

“Class J Certificate”: Any one of the Certificates with a “Class J” designation on the face thereof, substantially in the form of Exhibit A-18 attached hereto, and evidencing a “regular interest” in REMIC II for purposes of the REMIC Provisions.

“Class K Certificate”: Any one of the Certificates with a “Class K” designation on the face thereof, substantially in the form of Exhibit A-19 attached hereto, and evidencing a “regular interest” in REMIC II for purposes of the REMIC Provisions.

“Class L Certificate”: Any one of the Certificates with a “Class L” designation on the face thereof, substantially in the form of Exhibit A-20 attached hereto, and evidencing a “regular interest” in REMIC II for purposes of the REMIC Provisions.

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

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

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

-18-

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

“Class Principal Balance”: The aggregate principal balance of any Class of Sequential Pay Certificates or the Class A-5FL Regular Interest outstanding from time to time. As of the Closing Date, the Class Principal Balance of each Class of Sequential Pay Certificates or the Class A-5FL Regular Interest shall equal the Original Class Principal Balance thereof. On each Distribution Date, the Class Principal Balance of each such Class of Certificates shall be reduced by the amount of any distributions of principal made thereon on such Distribution Date pursuant to Section 4.01 or 9.01, as applicable, and shall be further reduced by the amount of any Realized Losses and Additional Trust Fund Expenses allocated thereto on such Distribution Date pursuant to Section 4.04(a). The Class Principal Balance of any Class of Sequential Pay Certificates or the Class A-5FL Regular Interest will be increased on any Distribution Date by the amount of any Certificate Deferred Interest allocated to such Class on such Distribution Date. Distributions in respect of a reimbursement of Realized Losses and Additional Trust Fund Expenses previously allocated to a Class of Sequential Pay Certificates or the Class A-5FL Regular Interest shall not constitute distributions of principal and shall not result in reduction of the related Class Principal Balance. The Class Principal Balance of the Class A-5FL Certificates shall be equal at all times to the Class Principal Balance of the Class A-5FL Regular Interest.

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

“Class R-I Certificate”: Any one of the Certificates with a “Class R-I” designation on the face thereof, substantially in the form of Exhibit A-30 attached hereto, and evidencing the sole class of residual interests in REMIC I for purposes of the REMIC Provisions.

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

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

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

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

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

-19-

“Closing Date”: May 23, 2007.

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

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

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

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

“CMSA Comparative Financial Status Report”: The report substantially in the form of, and containing the information called for in, the downloadable form of the “Comparative Financial Status Report” available as of the Closing Date on the CMSA Website, or such other form for the presentation of such information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally. In connection with preparing the CMSA Comparative Financial Status Report, the Master Servicer shall process (a) interim financial statements beginning with interim financial statements for the fiscal quarter ending September 30, 2007, and (b) annual financial statements beginning with annual financial statements for the 2008 fiscal year.

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

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

-20-

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

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

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

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

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

“CMSA Operating Statement Analysis”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Operating Statement Analysis Report” available as of the Closing Date on the CMSA Website or in such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage-backed securities transactions generally. In connection with preparing the CMSA Operating Statement Analysis, the Master Servicer shall process (a) interim financial statements beginning with interim financial statements for the fiscal quarter ending September 30, 2007 and (b) annual financial statements beginning with annual financial statements for the 2008 fiscal year.

-21-

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

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

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

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

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

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

“CMSA Website”: The website maintained by the CMSA with an address, as of the Closing Date, of “xxx.xxxx.xxx”.

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

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

“Collection Period”: With respect to any Distribution Date, the period that begins on the twelfth day in the month immediately preceding the month in which such Distribution Date occurs (or, in the case of the initial Distribution Date, commencing on the day after the

-22-

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

“Commission”: The Securities and Exchange Commission or any successor agency.

“Companion Distribution Account”: With respect to the Companion Loans, other than the Non-Serviced Companion Loan, the separate account(s) or subaccount(s) created and maintained by the Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled “Wachovia Bank, National Association, as Companion Paying Agent for the Companion Holders of the Companion Loans relating to the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C31.” The Companion Distribution Accounts shall not be assets of the Trust Fund, but instead each Companion Distribution Account shall be held by the Companion Paying Agent on behalf of the applicable Companion Holder. Any such account shall be an Eligible Account or a subaccount of an Eligible Account. Notwithstanding the foregoing, if the Master Servicer and the Companion Paying Agent are the same entity, the Companion Distribution Account may be the related subaccount or subaccounts of the Certificate Account referenced in the second to the last paragraph of Section 3.04(a).

“Companion Holder”: With respect to any Companion Loan, the owner of the Mortgage Note representing such Companion Loan. As of the Closing Date, the Companion Holders of the Companion Loans are (i) the trust fund created under the 2007-C30 Pooling and Servicing Agreement, with respect to the Xxxxx Xxxxxx Village & Stuyvesant Town Pari Passu A-1 Companion Loan, (ii) Wachovia, with respect to the Xxxxx Xxxxxx Village & Stuyvesant Town Pari Passu A-2 Companion Loan, (iii) Wachovia, with respect to the Xxxxx Xxxxxx Village & Stuyvesant Town Pari Passu A-4 Companion Loan, (iv) the trust fund created under the ML-CFC 2007-5 Pooling and Servicing Agreement, with respect to the Xxxxx Xxxxxx Village & Stuyvesant Town Pari Passu A-5 Companion Loan, (v) Xxxxxxx Xxxxx Mortgage Lending, Inc., with respect to the Xxxxx Xxxxxx Village & Stuyvesant Town Pari Passu A-6 Companion Loan, (vi) the trust fund created under the 2007-C30 Pooling and Servicing Agreement, with respect to the Five Times Square Pari Passu Companion Loan, (vii) Wachovia, with respect to the Five Times Square Subordinate Companion Loan, (viii) the trust fund created under the GECMC 2007-C1 Pooling and Servicing Agreement, with respect to two of the 000 Xxxxx

-00-

Xxxxxx Xxxx Xxxxx Companion Loans, (ix) BCRE, with respect to two of the 000 Xxxxx Xxxxxx Pari Passu Companion Loans, (x) UBS Real Estate Investments Inc., with respect to two of the 000 Xxxxx Xxxxxx Pari Passu Companion Loans, (xi) Xxxxxx Xxxxxxx Mortgage Capital Inc., with respect to the Beacon D.C. & Seattle Pool Pari Passu A-1 Companion Loan, (xii) Bear Xxxxxxx Commercial Mortgage, Inc., with respect to the Beacon D.C. & Seattle Pool Pari Passu A-2 Companion Loan, (xiii) Wachovia, with respect to the Los Angeles International Jewelry Center Subordinate Companion Loan, (xiv) Nomura, with respect to the Lembi Pool Subordinate Companion Loan, (xv) Wachovia, with respect to the 000 Xxxx 0^xx Xxxxxx Subordinate Companion Loan, (xvi) Nomura, with respect to the Xxxx Palms Apartments Subordinate Companion Loan, (xvii) Arbor Realty, with respect to the Doubletree Hotel – Tucson, AZ Subordinate Companion Loan, (xviii) Nomura, with respect to the Quail Creek Subordinate Companion Loan and (xix) Nomura, with respect to the Rancho Vista Apartments Subordinate Companion Loan.

“Companion Loan”: As defined in the Preliminary Statement.

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

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

“Component”: Each of Component IO-A-1, Component IO-A-2, Component IO-A-3, Component IO-A-PB, Component IO-A-4, Component IO-A-5, Component IO-A5FL, Component IO-A-1A, Component IO-A-M, Component IO-A-J, Component IO-B, Component IO-C, Component IO-D, Component IO-L, Component IO-M, Component IO-N, Component IO-O, Component IO-P, Component IO-Q, Component IO-S, Component IO-T and Component IO-U.

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

“Component IO-A-1”: One of 22 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1-1 as of any date of determination.

“Component IO-A-1A”: One of 22 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1A as of any date of determination.

“Component IO-A-2”: One of 22 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-2 as of any date of determination.

“Component IO-A-3”: One of 22 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-3 as of any date of determination.

-24-

“Component IO-A-4”: One of 22 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-4 as of any date of determination.

“Component IO-A-5”: One of 22 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-5 as of any date of determination.

“Component IO-A-5FL”: One of 22 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-5FL as of any date of determination.

“Component IO-A-J”: One of the 21 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-J as of any date of determination.

“Component IO-A-M”: One of 22 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-M as of any date of determination.

“Component IO-A-PB”: One of 22 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-PB as of any date of determination.

“Component IO-B”: One of 22 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LB as of any date of determination.

“Component IO-C”: One of 22 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LC as of any date of determination.

“Component IO-D”: One of 22 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LD as of any date of determination.

“Component IO-L”: One of 22 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LL as of any date of determination.

“Component IO-M”: One of 22 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LM as of any date of determination.

“Component IO-N”: One of 22 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LN as of any date of determination.

“Component IO-O”: One of 22 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LO as of any date of determination.

-25-

“Component IO-P”: One of 22 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LP as of any date of determination.

“Component IO-Q”: One of 22 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LQ as of any date of determination.

“Component IO-S”: One of 22 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LS as of any date of determination.

“Component IO-T”: One of 22 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LT as of any date of determination.

“Component IO-U”: One of 22 components of the Class IO Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LU as of any date of determination.

“Controlling Class”: With respect to each Mortgage Loan as of any date of determination, the Class of Sequential Pay Certificates, (i) which bears the latest payment priority and (ii) the Class Principal Balance of which is (a) greater than 25% of the Original Class Principal Balance thereof; and (b) equal to or greater than 1.0% of the sum of the Original Class Principal Balances of all the Sequential Pay Certificates; provided, however, that if no Class of Sequential Pay Certificates satisfies clause (ii) above, the Controlling Class shall be the outstanding Class of Sequential Pay Certificates bearing the latest payment priority. With respect to determining the Controlling Class, the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-5 and Class A-1A Certificates shall be deemed a single Class of Certificates.

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

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

“Corporate Trust Office”: The corporate trust office of the Trustee at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at (i) with respect to maintenance of the Certificate Registrar and the transfer and exchange of Certificates, the office of the Trustee located at Xxxxx Fargo Center, Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000-0000, Attention: Corporate Trust Services (CMBS) Wachovia Bank Commercial Mortgage Trust, Series 2007-C31 and (ii) for all other purposes, the office of the Trustee located at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000-0000, Attention: Corporate Trust Services (CMBS) Wachovia Bank Commercial Mortgage Trust, Series 2007-C31.

-26-

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

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

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

“Corresponding REMIC I Regular Interest”: As defined in the Preliminary Statement with respect to any Class of Corresponding Certificates or any Corresponding Component of the Class IO Certificates. In the case of the Class A-5FL Certificates, “Corresponding Certificate” refers to the Class A-5FL Regular Interest.

“Courtyard Xxxxxxxx & Xxxxxxxx Pool Loan”: That certain Mortgage Loan which is included in the Trust Fund (identified as loan number 90 on the Mortgage Loan Schedule).

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

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

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

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

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

-27-

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

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

“Defaulted Mortgage Loan”: A Mortgage Loan (i) that is delinquent 60 days or more with respect to a Periodic Payment (not including the Balloon Payment), (ii) that is delinquent in respect of its Balloon Payment or (iii) as to which the Master Servicer or Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note.

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

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

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

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

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

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

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

-28-

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

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

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

“Discount Rate”: With respect to any prepaid Mortgage Loan or REO Loan for purposes of allocating any Yield Maintenance Charge or Prepayment Premium received thereon or with respect thereto among (a) the respective Classes of the Sequential Pay Certificates (other than any Excluded Class thereof). In the event there are two or more such U.S. Treasury issues (a) with the same coupon, the issue with the lowest yield shall apply, and (b) with maturity dates equally close to the maturity date for the prepaid Mortgage Loan or REO Loan, the issue with the earliest maturity date shall apply.

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

“Disqualified Organization”: Any of the following: (i) the United States or a possession thereof, any State or any political subdivision thereof, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for FHLMC, a majority of its board of directors is not selected by any such governmental unit), (ii) a foreign government, international organization, or any agency or instrumentality of either of the foregoing, (iii) any organization (except certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (unless such organization is subject to the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381 of the Code or (v) any other Person so designated by the Trustee or the Certificate Registrar based upon an Opinion of Counsel (which

-29-

shall not be an expense of the Trustee) that the holding of an Ownership Interest in a Residual Certificate by such Person may cause the Trust Fund or any Person having an Ownership Interest in any Class of Certificates, other than such Person, to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Residual Certificate to such Person. The terms “United States,” “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.

“Distributable Certificate Interest”: With respect to: (a) any Class of Sequential Pay Certificates (other than the Class A-5FL Certificates) and the Class A-5FL Regular Interest for any Distribution Date, the Accrued Certificate Interest in respect of such Class of Certificates or the Class A-5FL Regular Interest , as applicable, for such Distribution Date, reduced other than with respect to Class IO Certificates (to not less than zero) by (i) the product of (A) any Net Aggregate Prepayment Interest Shortfall for such Distribution Date, (B) a fraction, expressed as a decimal, the numerator of which is the Accrued Certificate Interest in respect of such Class of Certificates or the Class A-5FL Regular Interest, as applicable, for such Distribution Date, and the denominator of which is the aggregate Accrued Certificate Interest in respect of all the Classes of Sequential Pay Certificates (other than the Class A-5FL Certificates) and the Class A-5FL Regular Interest for such Distribution Date, and (ii) with respect to each such Class, such Class’ share of any Certificate Deferred Interest allocated to such Class of Certificates or the Class A-5FL Regular Interest, as applicable, in accordance with Section 4.04(c); and (b) any Class of Class IO Certificates for any Distribution Date, the Accrued Certificate Interest in respect of such Class of Certificates for such Distribution Date.

“Distribution Account”: The segregated account, accounts or subaccounts created and maintained by the Paying Agent on behalf of the Trustee pursuant to Section 3.04(b) which shall be entitled “Xxxxx Fargo Bank, N.A., as Trustee, in trust for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C31.”

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

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

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

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

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

-30-

“Doubletree Hotel – Tucson, AZ Intercreditor Agreement”: The Intercreditor Agreement, dated as of March 28, 2007, by and between Wachovia and Arbor Realty Funding LLC, relating to the Doubletree Hotel – Tucson, AZ Whole Loan.

“Doubletree Hotel – Tucson, AZ Loan”: That certain Mortgage Loan which is included in the Trust Fund (identified as loan number 44 on the Mortgage Loan Schedule).

“Doubletree Hotel – Tucson, AZ Subordinate Companion Loan”: That certain mortgage loan evidenced by a note, which is not an asset of the Trust Fund, secured by the Mortgaged Property securing the Doubletree Hotel – Tucson, AZ Loan and subordinate in right of entitlement to the Doubletree Hotel – Tucson, AZ Loan.

“Doubletree Hotel – Tucson, AZ Whole Loan”: The Doubletree Hotel – Tucson, AZ Loan, together with the Doubletree Hotel – Tucson, AZ Subordinate Companion Loan.

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

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

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

-31-

long-term deposits or unsecured obligations of which, are rated at least “Baa3” by Moody’s and which has a combined capital and surplus of at least $50,000,000; or (iii) any other account, the use of which would not, in and of itself, cause a qualification, downgrading or withdrawal of the then-current rating assigned to any Class of Certificates, as confirmed in writing by each Rating Agency.

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

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

“ERISA Restricted Certificate”: Any Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class T or Class U Certificate; provided that any such Certificate (a) will cease to be considered an ERISA Restricted Certificate and (b) will cease to be subject to the transfer restrictions related to ERISA Restricted Certificates contained in Section 5.02(c) if, as of the date of a proposed transfer of such Certificate, either (i) it is rated in one of the four highest generic ratings categories by a Rating Agency or (ii) relevant provisions of ERISA and the Code would permit transfer of such Certificate to a Plan without resulting in a non-exempt prohibited transaction.

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

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

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

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

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

-32-

“Exemptions”: Department of Labor Prohibited Transaction Exemption (“PTE”) 96-22, PTE 89-90, Final Authorization Number 2004-03E and PTE 89-88, each as amended from time to time, or any successor thereto.

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

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

“Final Recovery Determination”: A determination by the Special Servicer with respect to any Defaulted Mortgage Loan (and, if applicable, any defaulted Companion Loan) or REO Property (other than a Mortgage Loan or REO Property, as the case may be, that was purchased by any of the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement or by the Majority Subordinate Certificateholder, the applicable Companion Holder or the Special Servicer pursuant to Section 3.18(c), 3.18(d), 3.18(e) or 3.18(h), or by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder pursuant to Section 9.01) that there has been a recovery of all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries that the Special Servicer has determined, in accordance with the Servicing Standard, will be ultimately recoverable (or, in the case of the 2007-C30 Serviced Mortgage Loans, the Xxxxxx Xxxxxxx 2007-IQ14 Serviced Mortgage Loan and the GECMC 2007-C1 Serviced Mortgage Loan, a “Final Recovery Determination” as defined in the 2007-C30 Pooling and Servicing Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Pooling and Servicing Agreement or the GECMC 2007-C1 Pooling and Servicing Agreement, respectively, with respect to such Mortgage Loan(s)).

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

“Five Times Square Intercreditor Agreement”: The Intercreditor and Servicing Agreement, dated as of February 10, 2007, by and between Wachovia as Lead Lender, Wachovia as A-2 Lender, Wachovia as A-3 Lender and Wachovia as Co-Lender relating to the Five Times Square Whole Loan.

“Five Times Square Loan”: That certain Mortgage Loan which is included in the Trust Fund (identified as loan number 1 on the Mortgage Loan Schedule).

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

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

-33-

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

“Five Times Square Loan Whole Loan”: The Five Times Square Loan, together with the Five Times Square Pari Passu Companion Loans and the Five Times Square Subordinate Companion Loan.

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

“Fixed Amount”: The “Fixed Amount” as defined in the Swap Contract.

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

“Floating Amount”: The “Floating Amount” as defined in the Swap Contract.

“Floating Rate Account”: The trust account or accounts created and maintained as a separate account or accounts (or as a subaccount of the Distribution Account) by the Paying Agent pursuant to Section 3.04(g), which shall be entitled “Xxxxx Fargo Bank, N.A., as Trustee, in trust for the registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2007-C31 Class A-5FL Certificates, Floating Rate Account,” and which must be an Eligible Account (or a subaccount of an Eligible Account). The Floating Rate Account shall not be an asset of either REMIC I or REMIC II formed hereunder.

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

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

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

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

“Gain-on-Sale Reserve Account”: A segregated custodial account or accounts or subaccount of the Distribution Account created and maintained by the Paying Agent pursuant to Section 3.04(e) on behalf of the Trustee in trust for the Certificateholders, which shall be entitled “Xxxxx Fargo Bank, N.A., as Trustee, in trust for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C31.” Any such account shall be an Eligible Account or a subaccount of an Eligible Account.

-34-

“GECMC 2007-C1 Controlling Class Representative”: The “Directing Certificateholder” as defined in the GECMC 2007-C1 Pooling and Servicing Agreement.

“GECMC 2007-C1 Depositor”: As defined in the Preliminary Statement.

“GECMC 2007-C1 Master Servicer”: As defined in the Preliminary Statement.

“GECMC 2007-C1 Mortgage Loan Purchase Agreement”: The “Mortgage Loan Purchase Agreement” as defined in the GECMC 2007-C1 Pooling and Servicing Agreement.

“GECMC 2007-C1 Pooling and Servicing Agreement”: As defined in the Preliminary Statement.

“GECMC 2007-C1 Serviced Mortgage Loan”: The 000 Xxxxx Xxxxxx Loan.

“GECMC 2007-C1 Special Servicer”: As defined in the Preliminary Statement.

“GECMC 2007-C1 Trust Fund”: As defined in the Preliminary Statement.

“GECMC 2007-C1 Trustee”: As defined in the Preliminary Statement.

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

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

“Grantor Trusts”: Collectively, the Additional Interest Grantor Trust and the Class A-5FL Grantor Trust.

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

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

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

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

“Holder”: A Certificateholder.

-35-

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

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

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

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

“Independent Contractor”: Any Person that would be an “independent contractor” with respect to REMIC I within the meaning of Section 856(d)(3) of the Code if REMIC I were a real estate investment trust (except that the ownership test set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35 percent or more of any Class of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall be delivered, at no expense to the Master Servicer, the Special Servicer, the Trustee or the Trust Fund, to the Trustee and the Master Servicer, so long as REMIC I does not receive or derive any income from such Person; provided that the relationship between such Person and REMIC I is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5)), or any other Person upon receipt by the Trustee of an Opinion of Counsel, which shall be at no expense to the Master Servicer, the Special Servicer, the Trustee or the Trust Fund, to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code, or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property as defined in Section 856(d) of the Code.

-36-

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

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

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

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

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

“Intercreditor Agreement”: Each of the Five Times Square Intercreditor Agreement, the Beacon D.C. & Seattle Pool Pari Passu Intercreditor Agreement, the 000 Xxxxx Xxxxxx Pari Passu Intercreditor Agreement, the Xxxxx Xxxxxx Village & Stuyvesant Town Pari Passu Intercreditor Agreement, the Los Angeles International Jewelry Center Intercreditor Agreement, the Lembi Pool Intercreditor Agreement, the 000 Xxxx 0^xx Xxxxxx Intercreditor Agreement, the Xxxx Palms Apartments Intercreditor Agreement, the Doubletree Hotel – Tucson, AZ Intercreditor Agreement, the Quail Creek Intercreditor Agreement and the Rancho Vista Apartments Intercreditor Agreement, individually or collectively, as the context may require.

“Interest Accrual Period”: With respect to each Class of Regular Certificates, (other than the Class A-5FL Certificates) REMIC I Regular Interests, Component or the Class A-5FL Regular Interest and any Distribution Date, the calendar month immediately preceding the calendar month in which such Distribution Date occurs. Notwithstanding the foregoing, each Interest Accrual Period is deemed to consist of 30 days for purposes of calculating interest on the Regular Certificates, the REMIC I Regular Interests, the Components or the Class A-5FL Regular Interest. With respect to the Class A-5FL Certificates, interest shall be calculated on an Actual/360 Basis and, for any Distribution Date, shall be deemed to accrue during the period from and including the Distribution Date in the month preceding the month in which the related Distribution Date occurs (or, in the case of the first Distribution Date, the Closing Date) to but excluding the related Distribution Date; provided, however, that if a Class A-5FL Distribution Conversion has occurred, Accrued Certificate Interest with respect to the Class A-5FL Certificates shall be the same as for the Class A-5FL Regular Interest.

“Interest Reserve Account”: The segregated account created and maintained by the Trustee pursuant to Section 3.04(c) in trust for Certificateholders, which shall be entitled “Xxxxx Fargo Bank, N.A., as Trustee, on behalf of and in trust for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C31”.

-37-

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

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

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

“Interest Shortfall Amount”: $0.

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

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

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

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

“Late Collections”: With respect to any Mortgage Loan or Companion Loan, all amounts received thereon during any Collection Period, other than Penalty Interest, whether as payments, Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late collections of the principal and/or interest portions of a Scheduled Payment (other than a Balloon Payment) or an Assumed Scheduled Payment in respect of such Mortgage Loan or Companion Loan due or deemed due on a Due Date in a previous Collection Period, and not previously recovered. With respect to any REO Loan, all amounts received in connection with the related REO Property during any Collection Period, whether as Insurance Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which represent late collections of the principal and/or interest portions of a Scheduled Payment (other than a Balloon Payment) or an Assumed Scheduled Payment in respect of the predecessor Mortgage Loan or of an Assumed Scheduled Payment in respect of such REO Loan due or deemed due on a Due Date in a previous Collection Period and not previously recovered.

“Lembi Pool Intercreditor Agreement”: The Intercreditor Agreement, dated as of May 1, 2007, by and between Nomura (in its capacity as initial Note A Holder) and Nomura (in its capacity as initial Note B Holder), relating to the Lembi Pool Whole Loan.

-38-

“Lembi Pool Loan”: That certain Mortgage Loan which is included in the Trust Fund (identified as loan number 11 on the Mortgage Loan Schedule).

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

“Lembi Pool Whole Loan”: The Lembi Pool Loan, together with the Lembi Pool Subordinate Companion Loan.

“LIBOR”: With respect to the Class A-5FL Certificates and each Interest Accrual Period, the rate for deposits in U.S. Dollars, for a period equal to one month, which appears on the Reuters Page LIBOR 01 as of 11:00 a.m., London time, on the related LIBOR Determination Date; provided, however, with respect to the initial Interest Accrual Period, LIBOR shall be determined by linear interpolation between (i) two-week LIBOR and (ii) one-month LIBOR. If such rate does not appear on Reuters Page LIBOR 01, the rate for that Interest Accrual Period will be determined on the basis of the rates at which deposits in U.S. Dollars are offered by any four major reference banks in the London interbank market selected by the Trustee to provide such bank’s offered quotation of such rates at approximately 11:00 a.m., London time, on the related LIBOR Determination Date to prime banks in the London interbank market for a period of one month, commencing on the first day of such Interest Accrual Period and in an amount that is representative for a single such transaction in the relevant market at the relevant time. The Trustee will request the principal London office of any four major reference banks in the London interbank market selected by the Trustee to provide a quotation of such rates, as offered by each such bank. If at least two such quotations are provided, the rate for that Interest Accrual Period will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that Interest Accrual Period will be the arithmetic mean of the rates quoted by major banks in New York City selected by the Trustee, at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date with respect to such Interest Accrual Period for loans in U.S. Dollars to leading European banks for a period equal to one month, commencing on the first day of the related Interest Accrual Period with respect to such Interest Accrual Period and in an amount that is representative for a single such transaction in the relevant market at the relevant time. The Trustee will determine LIBOR for each Interest Accrual Period and the determination of LIBOR by Trustee will be binding absent manifest error.

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

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

“Liquidation Event”: With respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loans), any of the following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan; (iii) such

-39-

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

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

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

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

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

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

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

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

-40-

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

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

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

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

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

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

“Los Angeles International Jewelry Center Intercreditor Agreement”: The Intercreditor Agreement, dated as of March [__], 2007, by and between Wachovia and MW1-2002, LLC, relating to the Los Angeles International Jewelry Center Whole Loan.

“Los Angeles International Jewelry Center Loan”: That certain Mortgage Loan which is included in the Trust Fund (identified as loan number 10 on the Mortgage Loan Schedule).

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

“Los Angeles International Jewelry Center Whole Loan”: The Los Angeles International Jewelry Center Loan, together with the Los Angeles International Jewelry Center Subordinate Companion Loan.

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

-41-

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

“Master Servicing Fee”: With respect to each Mortgage Loan (and, in the case of the 000 Xxxxx Xxxxxx Loan, without duplication the “Master Servicing Fee” payable in respect of the 000 Xxxxx Xxxxxx Whole Loan under the GECMC 2007-C1 Pooling and Servicing Agreement) and REO Loan the fee payable to the Master Servicer pursuant to Section 3.11(a).

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

“Material Core Documents”: As defined in Section 2.03.

“Memorandum”: As defined in the Mortgage Loan Purchase Agreement.

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

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

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

“Xxxxxx Xxxxxxx 2007-IQ14 Controlling Class Representative”: The “Controlling Class Representative” as defined in the Xxxxxx Xxxxxxx 2007-IQ14 Pooling and Servicing Agreement.

“Xxxxxx Xxxxxxx 2007-IQ14 Depositor”: As defined in the Preliminary Statement.

-42-

“Xxxxxx Xxxxxxx 2007-IQ14 Majority Subordinate Certificateholder”: The “Majority Subordinate Certificateholder” as defined in the Xxxxxx Xxxxxxx 2007-IQ14 Pooling and Servicing Agreement.

“Xxxxxx Xxxxxxx 2007-IQ14 Master Servicer”: As defined in the Preliminary Statement.

“Xxxxxx Xxxxxxx 2007-IQ14 Mortgage Loan Purchase Agreement”: The “Mortgage Loan Purchase Agreement” as defined in the Xxxxxx Xxxxxxx 2007-IQ14 Pooling and Servicing Agreement.

“Xxxxxx Xxxxxxx 2007-IQ14 Pooling and Servicing Agreement”: As defined in the Preliminary Statement.

“Xxxxxx Xxxxxxx 2007-IQ14 Serviced Mortgage Loan”: The Beacon D.C. & Seattle Pool Loan.

“Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer”: As defined in the Preliminary Statement.

“Xxxxxx Xxxxxxx 2007-IQ14 Trust Fund”: As defined in the Preliminary Statement.

“Xxxxxx Xxxxxxx 2007-IQ14 Trustee”: As defined in the Preliminary Statement.

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

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

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

(i) the original executed Mortgage Note including any power of attorney related to the execution thereof, together with any and all intervening endorsements thereon, endorsed on its face or by allonge attached thereto (without recourse, representation or warranty, express or implied) to the order of “Xxxxx Fargo Bank, N.A., as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C31”, or in blank (or a lost note affidavit and indemnity with a copy of such Mortgage Note attached thereto);

-43-

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

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

	(iv) an original executed assignment, in recordable form (except for any missing recording information), of (a) the Mortgage, (b) any related Assignment of Leases (if such item is a document separate from the Mortgage and to the extent not already assigned pursuant to preceding clause (a)) and (c) any other recorded document relating to the Mortgage Loan otherwise included in the Mortgage File, in favor of “Xxxxx Fargo Bank, N.A., as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C31”, or in blank;

	(v) an original assignment of all unrecorded documents relating to the Mortgage Loan (to the extent not already assigned pursuant to clause (iv) above), in favor of “Xxxxx Fargo Bank, N.A., as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C31”, or in blank;

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

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

	(viii) any filed copies (bearing evidence of filing) or other evidence of filing satisfactory to the Trustee of any prior UCC Financing Statements in favor of the originator of such Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the Mortgage Loan Seller had possession of such UCC Financing Statements prior to the Closing Date) and, if there is an effective UCC Financing Statement and continuation statement in favor of the Mortgage Loan Seller on record with the applicable public office for UCC Financing Statements, an original UCC Amendment, in form suitable for filing in favor of

-44-

	“Xxxxx Fargo Bank, N.A., as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2007-C31, as assignee”, or in blank;

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

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

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

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

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

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

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

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

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

Notwithstanding the foregoing, with respect to the 2007-C30 Serviced Mortgage Loans, the Xxxxxx Xxxxxxx 2007-IQ14 Serviced Mortgage Loan and the GECMC 2007-C1 Serviced Mortgage Loan, the “Mortgage File” will consist of the items specified in clause (i) above, and a photocopy of each additional document in the Mortgage File held by the 2007-C30 Trustee, the Xxxxxx Xxxxxxx 2007-IQ14 Trustee or the GECMC 2007-C1 Trustee, respectively.

-45-

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

“Mortgage Loan Purchase Agreement”: Each of the Wachovia Mortgage Loan Purchase Agreement, the BCRE Mortgage Loan Purchase Agreement and the Nomura Mortgage Loan Purchase Agreement, individually or collectively, as the context may require.

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

	(i) the Mortgage Loan number;

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

	(iii) the Cut-Off Date Balance;

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

	(v) the original Mortgage Rate;

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

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

	(viii) the original and remaining amortization term;

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

	(x) the Master Servicing Fee Rate;

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

	(xii) the related Mortgage Loan Seller;

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

-46-

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

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

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

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

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

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

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

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

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

“Mortgage Loan Seller”: Each of Wachovia, Nomura and BCRE, as the context may require, or their respective successors in interest, individually or collectively as the context may require.

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

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

“Mortgage Rate”: With respect to (i) any Mortgage Loan on or prior to its Stated Maturity Date, the fixed annualized rate, not including any Additional Interest Rate, at which interest is scheduled (in the absence of a default) to accrue on such Mortgage Loan from time to time in accordance with the related Mortgage Note and applicable law; (ii) any Mortgage Loan after its Stated Maturity Date, the annualized rate described in clause (i) above determined without regard to the passage of such Stated Maturity Date, but giving effect to any modification thereof as contemplated by Section 3.20; and (iii) any REO Loan, the annualized rate described in clause (i) or (ii), as applicable, above determined as if the predecessor Mortgage Loan had remained outstanding; provided, however, if any Mortgage Loan does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then, solely for purposes of calculating the Pass-Through Rates, the Mortgage Rate of such Mortgage Loan for any one-month period preceding a related Due Date will be the annualized rate at which interest would have to accrue in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually accrued (exclusive of Penalty Interest or Additional Interest) in respect of such Mortgage Loan during

-47-

such one-month period at the related Mortgage Rate; provided, however, solely for the purposes of calculating the Pass-Through Rates, with respect to each Interest Reserve Loan, the Mortgage Rate for the one-month period (A) preceding the Due Dates that occur in January and February in any year which is not a leap year or preceding the Due Date that occurs in February in any year which is a leap year will be determined exclusive of the Interest Reserve Amounts for such months (in either case, unless such Due Date occurs in a January or February in which the final Distribution Date occurs), and (B) preceding the Due Date in March, and in the event the final Distribution Date occurs in February, preceding the Due Date in such February, will be determined inclusive of the Interest Reserve Amounts for the immediately preceding February and, if applicable, January; provided, further, if the Mortgage Rate of the related Mortgage Loan has been modified in connection with a bankruptcy or similar proceeding involving the related Mortgagor or a modification, waiver or amendment granted or agreed to by the Special Servicer pursuant to Section 3.20, solely for purposes of calculating the Pass-Through Rate, the Mortgage Rate for such Mortgage Loan shall be calculated without regard to such event.

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

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

“Net Aggregate Prepayment Interest Shortfall”: With respect to any Distribution Date, the amount, if any, by which (a) the aggregate of all Prepayment Interest Shortfalls incurred in connection with the receipt of Principal Prepayments on the Mortgage Loans during the related Collection Period, exceeds (b) the aggregate amount deposited by the Master Servicer in the Certificate Account for such Distribution Date pursuant to Section 3.19(a) in connection with such Prepayment Interest Shortfalls on the Mortgage Loans. For purposes of calculating the Prepayment Interest Shortfall with respect to the Beacon D.C. & Seattle Pool Loan, such Prepayment Interest Shortfall will be calculated with respect to each of, and allocated pro rata among, the promissory notes related to the Beacon D.C. & Seattle Pool Loan and the Beacon D.C. & Seattle Pool Pari Passu Companion Loans. The portion of such shortfall allocated to the Beacon D.C. & Seattle Pool Loan, net of amounts payable by the Xxxxxx Xxxxxxx 2007-IQ14 Master Servicer, will be included in the Net Aggregate Prepayment Interest Shortfall. For purposes of calculating the Prepayment Interest Shortfall with respect to the 2007-C30 Serviced Mortgage Loans, the Xxxxxx Xxxxxxx 2007-IQ14 Serviced Mortgage Loan and the GECMC 2007-C1 Serviced Mortgage Loan, Prepayment Interest Shortfalls will be allocated in accordance with the 2007-C30 Pooling and Servicing Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Pooling and Servicing Agreement or the GECMC 2007-C1 Pooling and Servicing Agreement, respectively, and the related Intercreditor Agreement. The portion of such shortfall allocated to the 2007-C30 Serviced Mortgage Loans, the Xxxxxx Xxxxxxx 2007-IQ14 Serviced Mortgage Loan or the GECMC 2007-C1 Serviced Mortgage Loan, net of amounts payable by the 2007-C30 Master Servicer, the Xxxxxx Xxxxxxx 2007-IQ14 Master Servicer or the GECMC 2007-C1 Master Servicer, as applicable, will be included in the Net Aggregate Prepayment Interest Shortfall. For purposes of calculating the Prepayment Interest Shortfall with respect to the Xxxxx Xxxxxx Village & Stuyvesant Town Loan in the event the Xxxxx Xxxxxx Village & Stuyvesant Town Future Pari Passu Companion Loan is advanced, Prepayment Interest Shortfalls will be

-48-

allocated pro rata between the Xxxxx Xxxxxx Village & Stuyvesant Town Loan, the Xxxxx Xxxxxx Village & Stuyvesant Town Pari Passu Companion Loans and the Xxxxx Xxxxxx Village & Stuyvesant Town Future Pari Passu Companion Loan. The portion of such shortfall allocated to the Xxxxx Xxxxxx Village & Stuyvesant Town Loan, net of amounts payable by the 2007-C30 Master Servicer, will be included in the Net Aggregate Prepayment Interest Shortfall. For purposes of calculating the Prepayment Interest Shortfall with respect to the Co-Lender Loans (other than the Non-Serviced Mortgage Loans), Prepayment Interest Shortfalls will be allocated, first, to the promissory note evidencing the related Subordinate Companion Loans, if any, and second, to the promissory note evidencing the related Co-Lender Loan. The portion of such shortfall allocated to the Co-Lender Loans (other than the 2007-C30 Serviced Mortgage Loans, the Xxxxxx Xxxxxxx 2007-IQ14 Serviced Mortgage Loan and the GECMC 2007-C1 Serviced Mortgage Loan), net of amounts payable to the Master Servicer, will be included in the Net Aggregate Prepayment Interest Shortfall.

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

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

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

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

-49-

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

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

“New Lease”: Any lease of REO Property (other than with respect to the 2007-C30 Serviced Mortgage Loans, the Xxxxxx Xxxxxxx 2007-IQ14 Serviced Mortgage Loan and the GECMC 2007-C1 Serviced Mortgage Loan under the 2007-C30 Pooling and Servicing Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Pooling and Servicing Agreement or the GECMC 2007-C1 Pooling and Servicing Agreement, respectively) entered into at the direction of the Special Servicer on behalf of REMIC I, including any lease renewed, modified or extended on behalf of such REMIC if the Special Servicer has the right to renegotiate the terms of such lease.

“NMWHFIT”: shall mean a “Non-Mortgage Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(12) or successor provisions.

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

“Nomura Mortgage Loan Purchase Agreement”: That certain mortgage loan purchase agreement, dated as of May 1, 2007, between the Depositor and Nomura, and relating to the transfer of the Nomura Mortgage Loans to the Depositor.

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

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

“Nonrecoverable P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of any Mortgage Loan or any REO Loan by the Master Servicer or the Trustee, as the case may be, that, as determined by the Master Servicer, the Special

-50-

Servicer or the Trustee, as applicable, in accordance with the Servicing Standard (in the case of the Master Servicer or the Special Servicer), or the standard of care set forth in Section 8.01(a) (with respect to the Trustee), as applicable, with respect to such P&I Advance will not be ultimately recoverable from Late Collections, Insurance Proceeds or Liquidation Proceeds, or any other recovery on or in respect of such Mortgage Loan, Pari Passu Companion Loan or REO Loan; provided that the Master Servicer and the Trustee shall conclusively rely upon any such nonrecoverability determination made by the Special Servicer.

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

“Non-Registered Certificate”: Unless and until registered under the Securities Act, any Class A-5FL, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class T, Class U, Class IO, Class Z, Class R-I or Class R-II Certificate.

“Non-Serviced Companion Loan”: Each of the Five Times Square Pari Passu Companion Loan, the Five Times Square Subordinate Companion Loan, the Beacon D.C. & Seattle Pool Pari Passu Companion Loans, the 000 Xxxxx Xxxxxx Pari Passu Companion Loans, the Xxxxx Xxxxxx Village & Stuyvesant Town Pari Passu Companion Loan and the Xxxxx Xxxxxx Village & Stuyvesant Town Future Pari Passu Companion Loan, if advanced.

“Non-Serviced Mortgage Loan”: Each of the Five Times Square Loan, the Beacon D.C. & Seattle Pool Loan, the 000 Xxxxx Xxxxxx Loan and the Xxxxx Xxxxxx Village & Stuyvesant Town Loan.

“Non-Serviced Mortgage Loan Pooling Agreement”: With respect to each of the Five Times Square Loan and the Xxxxx Xxxxxx Village & Stuyvesant Town Loan, the 2007-C30 Pooling and Servicing Agreement, with respect to the Beacon D.C. & Seattle Pool Loan, the Xxxxxx Xxxxxxx 2007-IQ14 Pooling and Servicing Agreement and with respect to the 000 Xxxxx Xxxxxx Loan, the GECMC 2007-C1 Pooling and Servicing Agreement.

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

“Notional Amount”: The Class IO Notional Amount.

“Oakton Corporate Center Loan”: That certain Mortgage Loan which is included in the Trust Fund (identified as loan number 89 on the Mortgage Loan Schedule).

-51-

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

“Opinion of Counsel”: A written opinion of counsel (which counsel may be a salaried counsel for the Depositor, the Master Servicer or the Special Servicer) acceptable to and delivered to the Trustee or the Master Servicer, as the case may be, except that any opinion of counsel relating to (a) the qualification of REMIC I or REMIC II as a REMIC; (b) the qualification of the Additional Interest Grantor Trust or the Class A-5FL Grantor Trust as a grantor trust; (c) compliance with the REMIC Provisions or the Grantor Trust Provisions or (d) the resignation of the Master Servicer or the Special Servicer pursuant to Section 6.04 must be an opinion of counsel who is in fact Independent of the Master Servicer, the Special Servicer or the Depositor, as applicable.

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

“Original Class Principal Balance”: With respect to any Class of Sequential Pay Certificates and the Class A-5FL Regular Interest, the Original Class Principal Balance thereof as of the Closing Date, in each case as specified in the Preliminary Statement.

“Original Class IO Notional Amount”: $5,845,468,231.

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

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

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

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

“Pari Passu Companion Loans”: The Five Times Square Pari Passu Companion Loans, the Beacon D.C. & Seattle Pool Pari Passu Companion Loans, the 000 Xxxxx Xxxxxx Pari Passu Companion Loans, the Xxxxx Xxxxxx Village & Stuyvesant Town Pari Passu Companion Loans and the Xxxxx Xxxxxx Village & Stuyvesant Town Future Pari Passu Companion Loan, if advanced.

“Pari Passu Mortgage Loans”: The Five Times Square Loan, the Beacon D.C. & Seattle Pool Loan, the 000 Xxxxx Xxxxxx Loan, and the Xxxxx Xxxxxx Village & Stuyvesant Town Loan.

“Pass-Through Rate”: With respect to:

(i) the Class A-1 Certificates for any Distribution Date, 5.140% per annum;

-52-

	(ii) the Class A-2 Certificates for any Distribution Date, 5.421% per annum;

	(iii) the Class A-3 Certificates for any Distribution Date, 5.483% per annum;

	(iv) the Class A-PB Certificates for any Distribution Date, 5.450% per annum;

	(v) the Class A-4 Certificates for any Distribution Date, 5.509% per annum;

	(vi) the Class A-5 Certificates for any Distribution Date, 5.500% per annum;

	(vii) the Class A-5FL Certificates (A) for any Distribution Date on which a Class A-5FL Distribution Conversion has not occurred and is not continuing, a per annum rate equal to LIBOR plus 0.210% and (B) for any Distribution Date on which a Class A-5FL Distribution Conversion has occurred and is continuing, 5.444% per annum;

	(viii) the Class A-5FL Regular Interest for any Distribution Date, 5.444% per annum;

	(ix) the Class A-1A Certificates for any Distribution Date, the lesser of (1) 5.498% per annum and (2) the Weighted Average Net Mortgage Rate for such date;

	(x) the Class A-M Certificates for any Distribution Date, the lesser of (1) 5.591% per annum and (2) the Weighted Average Net Mortgage Rate for such date;

	(xi) the Class A-J Certificates for any Distribution Date, the lesser of (1) 5.660% per annum and (2) the Weighted Average Net Mortgage Rate for such date;

	(xii) the Class B Certificates for any Distribution Date, the lesser of (1) 5.700% per annum and (2) the Weighted Average Net Mortgage Rate for such date;

	(xiii) the Class C Certificates for any Distribution Date, the Weighted Average Net Mortgage Rate for such date minus 0.085%;

	(xiv) the Class D Certificates for any Distribution Date, the Weighted Average Net Mortgage Rate for such date minus 0.025%;

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

-53-

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

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

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

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

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

	(xxi) the Class L Certificates for any Distribution Date, 5.134% per annum;

	(xxii) the Class M Certificates for any Distribution Date, 5.134% per annum;

	(xxiii) the Class N Certificates for any Distribution Date, 5.134% per annum;

	(xxiv) the Class O Certificates for any Distribution Date, 5.134% per annum;

	(xxv) the Class P Certificates for any Distribution Date, 5.134% per annum;

	(xxvi) the Class Q Certificates for any Distribution Date, 5.134% per annum;

	(xxvii) the Class S Certificates for any Distribution Date, 5.134% per annum;

	(xxviii) the Class T Certificates for any Distribution Date, 5.134% per annum;

	(xxix) the Class U Certificates for any Distribution Date, the lesser of (1) 5.134% per annum and (2) the Weighted Average Net Mortgage Rate for such date; and

	(xxx) the Class IO Certificates for the initial Distribution Date, 0.431% per annum, and for any subsequent Distribution Date, the weighted average of the Class IO Strip Rates for the respective Class IO Components for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding immediately prior to such Distribution Date).

-54-

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

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

“Percentage Interest”: With respect to any Regular Certificate or the Class A-5FL Certificates, the portion of the relevant Class evidenced by such Certificate, expressed as a percentage, the numerator of which is the Certificate Principal Balance or Certificate Notional Amount, as the case may be, of such Certificate as of the Closing Date, as specified on the face thereof, and the denominator of which is the Original Class Principal Balance or Original Notional Amount, as the case may be, of the relevant Class. With respect to a Residual Certificate or Class Z Certificate, the percentage interest in distributions to be made with respect to the relevant Class, as stated on the face of such Certificate.

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

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

	(i) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States of America or any agency or instrumentality thereof (having original maturities of not more than 365 days); provided such obligations are backed by the full faith and credit of the United States of America. Such obligations must be limited to those instruments that have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change or be liquidated prior to maturity. Interest may either be fixed or variable. If such interest is variable, interest must be tied to a single interest rate index plus a single fixed spread (if any), and move proportionately with that index;

	(ii) repurchase obligations with respect to any security described in clause (i) above (having original maturities of not more than 365 days); provided that the short-term deposit or debt obligations, of the party agreeing to repurchase such obligations are rated in the highest rating categories of each of Fitch, Xxxxx’x and S&P or such lower rating as will not result in qualification,

-55-

	downgrading or withdrawal of the ratings then assigned to the Certificates, as evidenced in writing by the Rating Agencies. In addition, its terms must have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change. Interest may either be fixed or variable. If such interest is variable, interest must be tied to a single interest rate index plus a single fixed spread (if any), and move proportionately with that index;

	(iii) certificates of deposit, time deposits, demand deposits and bankers’ acceptances of any bank or trust company organized under the laws of the United States of America or any state thereof (having original maturities of not more than 365 days), the short term obligations of which are rated in the highest rating categories of each of Fitch, Xxxxx’x and S&P or such lower rating as will not result in qualification, downgrading or withdrawal of the ratings then assigned to the Certificates, as evidenced in writing by the Rating Agencies. In addition, its terms should have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change. In addition, its terms must have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change. Interest may either be fixed or variable. If such interest is variable, interest must be tied to a single interest rate index plus a single fixed spread (if any), and move proportionately with that index;

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

	(v) units of money market funds that maintain a constant asset value and which, if rated, are rated in the highest applicable rating category by Fitch and Xxxxx’x and which are rated “AAAm” or “AAAm G” by S&P (or such lower rating as will not result in qualification, downgrading or withdrawal of the ratings then assigned to the Certificates, as evidenced in writing by the Rating Agencies) and which seeks to maintain a constant net asset value. In addition, its terms must have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change; and

Document Metadata

Table of Contents

WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. Depositor and WACHOVIA BANK, NATIONAL ASSOCIATION Master Servicer and LNR PARTNERS, INC. Special Servicer and WELLS FARGO BANK, N.A. Trustee POOLING AND SERVICING AGREEMENT Dated as of May 1, 2007...