UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended December 31, 2003
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 333-83930-02
Wachovia Commerical Mortgage Securities, Inc.
Commercial Mortgage Pass-Through Certificates
Series 2002-C2
(Exact name of registrant as specified in its charter)
New York 52-2383394
52-2383395
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 884-2000
Securities registered pursuant to Section 12(b) of the Act:
NONE.
Securities registered pursuant to Section 12(g) of the Act:
NONE.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ( 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
Not applicable.
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
Yes___ No X
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently
completed second fiscal quarter.
Not applicable.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.
Not applicable.
List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is
incorporated: (1)Any annual report to security holders; (2) Any proxy or
information statement; and (3)Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g. annual report to security holders
for fiscal year ended December 24, 1980).
Not applicable.
PART I
Item 1. Business.
Omitted.
Item 2. Properties.
See Item 15(a), Exhibits 99.1, 99.2, and 99.3, for information
provided in lieu of information required by Item 102 of Regulation
S-K.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings
involving the trust created under the Pooling and Servicing
Agreement (the Trust), the Trustee, the Servicer or the registrant
with respect to the Trust other than routine litigation incidental
to the duties of the respective parties.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
No established public trading market for the Certificates exists.
Records provided to the Trust by the DTC and the Trustee indicate
that as of December 31, 2003, the number of holders of record for
each class of Certificate were as follows:
Class A-1 12
Class A-2 8
Class A-3 10
Class A-4 26
Class B 5
Class C 3
Class D 5
Class E 3
Class F 4
Class G 7
Class H 4
Class IO-I 8
Class IO-II 4
Class IO-III 4
Class J 8
Class K 8
Class L 4
Class M 4
Class N 4
Class O 4
Class P 4
Class R-I 1
Class R-II 1
Class Z 1
Total: 142
Item 6. Selected Financial Data.
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
See Item 15(a), Exhibits 99.1, 99.2, 99.3, for information provided
in lieu of information required by Item 302 of Regulation S-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Not applicable.
Item 11. Executive Compensation.
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Not applicable.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
Item 14. Principal Accounting Fees and Services.
Not applicable.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Exhibits
(31.1) Rule 13a-14(a)/15d-14(a) Certification
(99.1) Annual Independent Accountants' Servicing Reports concerning
servicing activities for the year ended December 31, 2003.
<s> <c>
a) GMAC Commercial Mortgage Corporation, as Special Servicer <F1> b)
Wachovia Bank, National Association, as Master Servicer <F1>
(99.2) Report of Management as to Compliance with Minimum Servicing
Standards for the year ended December 31, 2003.
<s> <c>
a) GMAC Commercial Mortgage Corporation, as Special Servicer <F1> b)
Wachovia Bank, National Association, as Master Servicer <F1>
(99.3) Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 2003.
<s> <c>
a) GMAC Commercial Mortgage Corporation, as Special Servicer <F1> b)
Wachovia Bank, National Association, as Master Servicer <F1>
(99.4) Aggregate Statement of Principal and Interest Distributions to
Certificate Holders.
(b) On October 27, 2003, November 21, 2003, and December 30, 2003 reports on
Form 8-K were filed by the Company in order to provide the statements
for the monthly distributions to holders of the Certificates. No other
reports on Form 8-K have been filed during the last quarter of the
period covered by this report.
On March 16, 2004 a Form 8K-A was filed for the revised September 2003
Report.
(c) Not applicable.
(d) Omitted.
<F1> Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized:
Wachovia Commerical Mortgage Securities, Inc.
Commercial Mortgage Pass-Through Certificates
Series 2002-C2
(Registrant)
Signed: Wachovia Commercial Mortgage Securities, Corp., as Depositor
By: Charles L. Culbreth, Managing Director
By: /s/ Charles L. Culbreth, Managing Director
Dated: March 30, 2004
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.
(a)(i) No annual report is provided to the Certificateholders other than with
respect to aggregate principal and interest distributions.
(a)(ii) No proxy statement, form of proxy or other proxy soliciting material
has been sent to any Certificateholder with respect to any annual or other
meeting of Certificateholders.
Exhibit Index
Ex-31.1 Rule 13a-14(a)/15d-14(a) Certification
I, Charles L. Culbreth, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form
8-K containing distribution date reports filed in respect of periods
included in the year covered by this annual report, of the Trust;
2. Based on my knowledge, the information in these reports, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of
the last day of the period covered by this annual report;
3. Based on my knowledge, the servicing information required to be provided to
the trustee by the servicer and the special servicer under the pooling and
servicing agreement, is included in these reports;
4. I am responsible for reviewing the activities performed by the master
servicer and the special sevicer under the pooling and servicing agreement,
and except as disclosed in the report, the master servicer and the special
servicer have fulfilled their obligations in all material respects under
the pooling and servicing agreement in the year such review applies;
5. I have disclosed to the master servicer's or the special servicer's
certified public accountants all significant deficiencies relating the
master servicer's or special servicer's compliance with the minimum
servicing standards in accordance with a review conducted in compliance
with the Uniform Single Attestation Program for Mortgage Bankers or similar
standard as set forth in the pooling and servicing agreement.
Date: March 30, 2004
/s/ Charles L. Culbreth
Signature
Managing Director
Title
Ex-99.1 (a)
Report of Independent Accountants
To the Board of Directors and Shareholder of GMAC Commercial Mortgage
Corporation:
We have examined management's assertion, dated February 23, 2004, about GMAC
Commercial Mortgage Corporation's (the "Company's") compliance with its
established minimum master servicing policy ("Master Servicing Policy"), which
management derived from the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers (USAP), as of and for the year
ended December 31, 2003 included in the accompanying management assertion (see
Exhibit I). Management is responsible for the Company's compliance with the
Master Servicing Policy. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our examination.
Our examination was made in accordance with the standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
Master Servicing Policy and performing such other procedures as we considered
necessary in the circumstances. We believe that our examination provides a
reasonable basis for our opinion. Our examination does not provide a legal
determination of the Company's compliance with the Master Servicing Policy.
In our opinion, management's assertion that the Company complied with the
aforementioned Master Servicing Policy as of and for the year ended December 31,
2003 is fairly stated, in all material respects.
/s/ PricewaterhouseCoopers LLP
February 23, 2004
Ex-99.1 (b)
KPMG (logo)
KPMG LLP
Suite 2300
401 South Tryon Street
Three First Union Center
Charlotte, NC 28202-1911
Independent Accountants' Report
The Board of Directors
Wachovia Bank National Association:
We have examined management's assertion, included in the accompanying report,
that the Commercial Real Estate Servicing Division of Wachovia Bank National
Association (the Bank) complied with the minimum servicing standards set forth
in the Mortgage Bankers Association of America's ("MBA's") Uniform Single
Attestation Program for Mortgage Bankers, except for minimum servicing standards
V.4 and VI.1, which the MBA has interpreted as being inapplicable to the
servicing of commercial and multifamily loans, as of and for the year ended
December 31, 2003. Management is responsible for the Bank's compliance with
those minimum servicing standards. Our responsibility is to express an opinion
on management's assertion about the Bank's compliance based on our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Bank's
compliance with the minimum servicing standards specified above and performing
such other procedures as we considered necessary in the circumstances. We
believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Bank's compliance with
the minimum servicing standards.
In our opinion, management's assertion that the Bank has complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 2003 is fairly stated, in all material respects.
/s/ KPMG LLP
March 10, 2004
KPMG LLP, a U.S. limited liability partnership, is the U.S.
member of KPMG international, a Swiss cooperative.
Ex-99.2 (a)
Exhibit I
Management's Assertion Concerning Compliance with Minimum Master Servicing
Standards
February 23, 2004
As of and for the year ended December 31, 2003, GMAC Commercial Mortgage
Corporation has complied, in all material respects, with the minimum master
servicing standards set forth in the Company's Master Servicing Policy (attached
in Exhibit III), which were derived from the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers.
As master servicer for the transactions included in Exhibit II, the Company
performs certain functions with respect to loan servicing, however, other
servicing functions with respect to loan servicing, however, other servicing
functions are performed by various subservicers.
As of December 31, 2003, the company was covered by various General Motors
Corporation insurance policies providing $125 million of fidelity bond insurance
and $100 million of errors and omissions insurance.
/s/ Robert D. Feller
Robert D. Feller
Chief Executive Officer
/s/ Michael J. Lipeon
Michael J. Lipeon
Executive Vice President, Global Servicing
/s/ Wayne D. Hoch
Wayne D. Hoch
Executive Vice President and
Chief Financial Officer
Exhibit II
GMAC COMMERCIAL MORTGAGE CORPORATION
TRANSACTIONS ASSOCIATED WITH MASTER SERVICING
RESPONSIBILITIES
277 PARK AVE FINANCE CORP ACMF I SERIES 1997-C1 AETNA, SERIES 1995-C5 AMC
DEPOSITOR, SERIES 1999-1 ASC, SERIES 1996-D3 ASC, SERIES 1997-D4 ASC, SERIES
1997-D5 ASW, SERIES 1993-2 ATHERTON, SERIES 1997-1 ATHERTON, SERIES 1998-A
ATHERTON, SERIES 1999-A BACM, SERIES 2001-C1 BANK OF AMERICA 2002-X1 BKB, SERIES
1997-C1
BSF III LP 6.6 COLLATERALIZED NOTES
Cal West Trust II
CALSTRS, SERIES 2002-C6
CAPCO, SERIES 1998-D7
CBA, SERIES 1993-C1
CBM, SERIES 1996-1
CDC, SERIES 2002-FX1
CERTIFICATES FUND CORP, 1997-1
CHASE, SERIES 1996-1
CHASE, SERIES 1996-2 CHASE, SERIES 1997-1 CHASE, SERIES 1997-2 CHASE, SERIES
1998-1 CHASE, SERIES 1998-2 CHASE, SERIES 2000-FL1 CHASE, SERIES 2001-FL1
CHASE-FIRST UNION, 1999-1 CITIBANK, SERIES 1994-C2
CITICORP LEASE TRUST, SERIES 1999-1
COLUMBIA CTR TRUST, 2000-CCT
COLUMN, SERIES 2002-CCL1
COMM, SERIES 2001-FL5
COMM, SERIES 2001-J2
COMM, SERIES 2003-LNBl
CSFB, SERIES 1995-Ml CSFB, SERIES 1997-PSl CSFB, SERIES 1998-PS2 CSFB, SERIES
1999-PS3 CSFB, SERIES 2000-Cl CSFB, SERIES 2000-PS4 CSFB, SERIES 2001-CF2 CSFB,
SERIES 2001-SPG 1 DAIWA, SERIES 1993-1
DEUTSCHE BANC MORTGAGE (184)
DU, SERIES 1993-MF17
DU, SERIES 1996-CFl
DU, SERIES 1997-CFl
DU, SERIES 1998-STFl
DU-FB, SERIES 1994-MFI
ED I
ED II
EMAC, SERIES 1998-1
EMAC, SERIES 1999-1
EMAC, SERIES 2000-1
FFC FUNDING-SOMERSET MALL
FIRST BOSTON, SERIES 1995-MFI
FMAC, SERIES 1991-A FMAC, SERIES 1993-B FMAC, SERIES 1994-A FMAC, SERIES 1995-B
FMAC, SERIES 1996-B FMAC, SERIES 1997-A FMAC, SERIES 1997-B FMAC, SERIES 1997-C
FMAC, SERIES 1998-A FMAC, SERIES 1998-B FMAC, SERIES 1998-C FMAC, SERIES 1998-D
FMAC, SERIES 2000-A FMHA FNMA, SERIES 1998-Ml FOREST CITY, SERIES 1994-1
FREEHOLD RACEWAY MALL 2001-FRM G3 STRATEGIC INV. LP 2002 WL1 GAFCO FRANCHISE
1998-1 GFCM 2003-1 GGP MALL PROP TR, SERIES 2001-GGPI GIA SERIES 2001-A GMACCM
2003-C2 GMACCM CANADA, SERIES 2002-FLl
GMACCM HFl, SERIES 1999-1 GMACCM HFl, SERIES 1999-2 GMACCM MT1, SERIES 1999-A
GMACCM MTl, SERIES 1999-B GMACCM Seniors 2003-A GMACCM, SERIES 1996-Cl GMACCM,
SERIES 1996-C2 GMACCM, SERIES 1997-Cl GMACCM, SERIES 1997-C2 GMACCM, SERIES
1998-Cl GMACCM, SERIES 1998-C2 GMACCM, SERIES 1999-Cl GMACCM, SERIES 1999-C2
GMACCM, SERIES 1999-C3 GMACCM, SERIES 1999-CTLl GMACCM, SERIES 2000-Cl GMACCM,
SERIES 2000-C2 GMACCM, SERIES 2000-C3 GMACCM, SERIES 2000-FL1 GMACCM, SERIES
2000-FLA GMACCM, SERIES 2000-FLB GMACCM, SERIES 2000-FLE GMACCM, SERIES 2000-FLF
GMACCM, SERIES 200l-A GMACCM, SERIES 2001-Cl GMACCM, SERIES 2001-C2 GMACCM,
SERIES 2001-FLl GMACCM, SERIES 2001-FLA GMACCM, SERIES 2002-Cl GMACCM, SERIES
2002-C2 GMACCM, SERIES 2002-C3 GMACCM, SERIES 2002-FL1 GMACCM, SERIES 2002-LT
GMACCM, SERIES 2003 DOUBLE EAGLE GMACCM, Series 2003-C3 GMACCM, SERIES 2003-CCl
GMACCM, Series 2003-FLl GMACCM, SERIES 2003-FLA GMACCM, SERIES 2003-FL-SNF
GMACCM, Series 2003-PMSRLP G-MAX 2002 FL-A G-MAX 2002-FX-l GSMCII, Series
2003-Cl GSMSC II, SERIES 1997-GLI GSMSC II, SERIES 1998-Cl GSMSC II, SERIES
1998-GLII
GSMSC II, SERIES 1999-C1 GSMSC II, SERIES 2001-1285 GSMSC II, SERIES 2001-GL3
GSMSC II, SERIES 20O1-ROCK GSMSC II, SERIES 2002-GSFL V GSMT II, SERIES
2001-GSFL IV G-WING, SERIES 2001-WH1 HUD IPS, SERIES 2003-1 JPMC 2002-C3 JPMC,
SERIES 200l-A JPMC, SERIES 2001-CIBC1 KIDDER PEABODY, SERIES 1994-C3 KS MORTGAGE
CAP, SERIES 1995-1 LAKEWOOD MALL LB COMMERCIAL, SERIES 1994-A LEHMAN, SERIES
1992-1 LEHMAN, SERIES 1992-2 LEHMAN, SERIES 1994-C2 LEHMAN, SERIES 1995-C2
LEHMAN, SERIES 1996-1 LEHMAN, SERIES 1996-C2 LEHMAN, SERIES 1998-C1 LEHMAN,
SERIES 2003-C4 LIBRARY TOWER, SERIES 1998-1 LLL, SERIES 1997- LL1 LONG LANE
MASTER TRUST IV LTC, SERIES 1994-1 LTC, SERIES 1996-1 LTC, SERIES 1998-1
MACERICH, SERIES 1996-C1 MALL OF AMERICA, SERIES 2000-1 MCF, SERIES 1993-C1-C2
MCF, SERIES 1995-MC1 MCF, SERIES 1996-MC1 MCF, SERIES 1996-MC2 MCF, SERIES
1998-MC1 MCF, SERIES 1998-MC3 MERRILL, SERIES 1994-Cl MERRILL, SERIES 1995-Cl
MERRILL, SERIES 1995-C2 MERRILL, SERIES 1995-C3 MERRILL, SERIES 1996-C1 MERRILL,
SERIES 1997-C 1 MERRILL, SERIES 1998-C1-CTL MERRILL, SERIES 1999-C2
MERRILL, SERIES 2000-C3 MERRILL, SERIES 2000-C4 MERRILL, SERIES 2001-C5 MERRILL,
SERIES 2001-LBC MERRILL, SERIES 2002-BC2P MERRILL, SERIES 2002-C7 MERRILL,
SERIES 2002-C8 MERRILL, SERIES 2003-CIO MERRILL, SERIES 2003-C11 ML, SERIES
2003-C9 MORGAN, SERIES 1996-C1 MORGAN, SERIES 1997-C1 MORGAN, SERIES 1997-XL I
MORGAN, SERIES 1998-CF1 MORGAN, SERIES 1998-HF1 MORGAN, SERIES 1998-HF2 MORGAN,
SERIES 1999-RM1 MORGAN, SERIES 2002-HQ MSDW 2003-IQ4 MSDW CAPTIAL I TRUST
2002-IQ3 MSDW, SERIES 1997-HF1 MSDW, SERIES 1999-FNV1 MSDW, SERIES 2001-PPM
MSDW, SERIES 2002-WM MSDW, SERIES 2003-IQ MSDW, Series 2003-IQ5 NATIONS LINK,
SERIES 1996-1 NB, SERIES-DMC NEW ENDLAND MUTUAL LIFE, SERIES 1993-1 NOMURA
MEGADEAL, SERIES 1995-MD IV NOMURA MEGADEAL, SERIES 1996-MD V NOMURA, SERIES
1993-1 NOMURA, SERIES 1994-MDI NOMURA, SERIES 1996 MD VI NOMURA, SERIES 1998-D6
NOMURA, SERIES 1998-STI OREGAN, SERIES 1995-1 PAINE WEBBER, SERIES 1996-M1
SALOMON, SERIES 1999-Cl SALOMON, SERIES 2000-C1 SASCO, SERIES 1995-C4 SASCO,
SERIES 2001-C8 SC FUNDING, SERIES 1993-1 SDG MACERICH PROPERTIES LP CMO SL
COMMERCIAL, SERIES 1997-C1 SOLAR TRUST, SERIES 2001-1
SOLAR TRUST, SERIES 2002-1 Solar Trust, Series 2003-CCI Strategic, SHC 2003-1
STRUCTURED MTG, SERIES 1994-Ml U-HAUL, SERIES 1993-1
Exhibit III
GMAC COMMERCIAL MORTGAGE CORPORATION
MINIMUM MASTER SERVICING POLICY
I. CUSTODIAL BANK ACCOUNTS
1. Reconciliations shall be prepared on a monthly basis for all custodial
bank accounts and related bank clearing accounts. These reconciliations
shall:
. be mathematically accurate;
. be prepared within forty-five (45) calendar days after the cutoff date,
but in any event in accordance with the applicable servicing agreements;
. be and reviewed and approved by someone other than the person who
prepared the reconciliation; and
. evidence explanations for reconciling items which shall be resolved
within ninety (90) calendar days of identification.
2. Funds of the servicing entity shall be advanced as specified in the
applicable servicing agreements in cases where there is potential for an
overdraft in an investor's account or a request letter has been received
from a subservicer for a servicing advance stipulated by the subservicing
agreement.
3. All cash for each custodial account shall be maintained at a federally
insured depository institution in trust for the applicable investor or in
an investment account in accordance with the applicable servicing
agreement requirements.
II. MORTGAGE PAYMENTS
1. Mortgage payments shall be deposited into the custodial bank accounts and
related bank clearing accounts within two business days of receipt from
the subservicer.
2. Mortgage payments made in accordance with the mortgagor's loan documents
shall be posted to the applicable mortgagor records within two business
days of receipt from the subservicer.
III. DISBURSEMENTS
1. Remittances made via wire transfer on behalf of a mortgagor or investor
shall be made only by authorized personnel.
2. Amounts remitted to investors per the servicer's investor reports shall
agree with cancelled checks, or other form of payment, or custodial bank
statements.
IV. INVESTOR ACCOUNTING AND REPORTING
1. Monthly investor reports shall be sent in a timely manner listing loan
level detail of payments and balances, and all other data required by the
servicing agreements.
V. INSURANCE POLICIES
1. A fidelity bond and errors and omissions policy shall be in effect on the
servicing entity in the amount of coverage represented to investors in
management's assertion.
VI. MONITORING OF SUBSERVICER COMPLIANCE
1. Within 120 days of a subservicer's year-end, the subservicer's management
assertions about compliance with minimum servicing standards, which were
derived form the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers, and the Independent Auditors
Report on management's assertions shall be reviewed, and if material
exceptions are found, appropriate corrective action will be taken.
2. An annual certification from each subservicer stating that the subservicer
is in compliance with its subservicer agreement shall be obtained by April
30th for the previous calendar year.
GMAC Commercial Holding Corporation
Ex-99.2 (b)
Wachovia Securities
8739 Research Drive, URP4
Charlotte, NC 28288
Wachovia Securities (logo)
Management Assertion
As of and for the year ended December 31,2003, the Commercial Real Estate
Servicing Division of Wachovia Bank National Association (the Bank) has complied
in all material respects with the minimum servicing standards set forth in the
Mortgage Bankers Association of America's (MBA's) Uniform Single Attestation
Program for Mortgage Bankers, except for minimum servicing standards V.4. and
VI.l., which the MBA has interpreted as being inapplicable to the servicing of
commercial and multifamily loans. As of and for this same period, the Bank had
in effect a fidelity bond and errors and omissions policy in the amount of $200
million and $20 million, respectively.
/s/ Alan Kronovet 3/10/04
Alan Kronovet Date
Director/Vice President
Wachovia National Bank
/s/ Steven Johnson 3/10/04
Steven Johnson Date
Director
Wachovia National Bank
Ex-99.3 (a)
GMAC
Commercial Mortgage
550 California Street, 12th Floor
San Francisco, CA 94104
Tel. 415-835-9200
Fax 415-391-2949
Wachovia Bank Commercial Mortgage Trust
Series 2002-C2
Annual Statement as to Compliance
For Period of January 1 through December 31,2003
Pursuant to section 3.13 of the Pooling and Servicing Agreement, I attest that:
(i.) A review of the activities of GMAC Commercial Mortgage as Special Servicer
during January 1 through December 31,2003, and of its performance under
this Agreement, has been made under my supervision.
(ii) To the best of my knowledge, based on such review, GMAC Commercial
Mortgage has fulfilled all of its obligations under this agreement
throughout such year.
(iii) GMAC Commercial Mortgage as Special Servicer has received no notice
regarding qualifications, or challenging the status, of the REMIC I or
REMIC II as REMIC under the REMIC Provisions or of the grantor Trust as a
"Grantor Trust" for income tax purposes under the Grantor Trust Provisions
from the Internal Revenue Service or any other governmental agency or
body.
BY:/s/ Michele Heisler
Date: 3-15-04
Michele Heisler
Vice President, GMAC Commercial Mortgage Corporation
Ex-99.3 (b)
Wachovia Securities
8739 Research Drive URP4
Charlotte, NC 28288
(logo) WACHOVIA SECURITIES
OFFICER'S CERTIFICATE
Reference is hereby made to that certain Pooling and Servicing Agreement dated
as of November 11, 2002, by and among Wachovia Commercial Mortgage Securities,
Inc., as Depositor, Wachovia Bank, National Association, as Master Servicer,
Lend Lease Asset Management, L.P., as Special Servicer, and Wells Fargo Bank
Minnesota, N.A., as Trustee, with respect to Commercial Mortgage Pass-Through
Certificates, Series 2002-C2 (the "Agreement"). Capitalized terms used herein
not otherwise defined shall have the meanings assigned in the Agreement.
Pursuant to Section 3.13 of this Agreement, Timothy E. Steward and Clyde M.
Alexander, Directors of the Master Servicer, do hereby certify that:
1) A review of the activities of the Master Servicer during the period from
January 1, 2003 through December 31, 2003 and of its performance under the
Agreement during such period has been made under our supervision; and
2) To the best of our knowledge, based on such review, the Master Servicer has
fulfilled all of its material obligations under this Agreement in all
material respects throughout the period January 1, 2003 through December 31,
2003; and
3) The Master Servicer has received no notice regarding qualification, or
challenging the status, of the ED Loan REMIC, REMIC I or REMIC II as a REMIC
under the REMIC Provisions or of the Grantor Trust as a "Grantor Trust" for
income tax purposes under the Grantor Trust Provisions from the Internal
Revenue Service or any other governmental agency or body.
IN WITNESS WHEREOF, the undersigned have executed this Certificate as of the
12th day of March 2004.
/s/ Timothy E. Steward
Timothy E. Steward, Director
Wachovia Bank National Association
(Formerly known as First Union
National Bank)
/s/ Clyde M. Alexander
Clyde M. Alexander, Director
Wachovia Bank National Association
(Formerly known as First Union
National Bank)
Ex-99.4
Schedule of Year-To-Date Principal and Interest Distributions to
Certificateholders
Class Interest Principal Losses Ending Balance
<s> <c> <c> <c> <c>
A-1 998,282.48 5,176,613.07 0.00 30,430,535.83
A-2 3,161,472.44 3,332,360.08 0.00 76,378,699.39
A-3 3,916,923.60 0.00 0.00 88,219,000.00
A-4 23,491,456.80 0.00 0.00 471,716,000.00
B 1,682,096.88 0.00 0.00 32,815,000.00
C 570,468.84 0.00 0.00 10,939,000.00
D 1,499,872.87 0.00 0.00 28,439,000.00
E 470,191.20 0.00 0.00 8,751,000.00
F 625,544.28 0.00 0.00 10,938,000.00
G 883,311.48 0.00 0.00 15,314,000.00
H 802,392.36 0.00 0.00 13,126,000.00
IO-I 1,208,989.21 0.00 0.00 0.00
IO-II 9,070,871.09 0.00 0.00 0.00
IO-III 4,908,841.69 0.00 0.00 0.00
J 810,883.32 0.00 0.00 16,408,000.00
K 756,768.48 0.00 0.00 15,313,000.00
L 216,261.96 0.00 0.00 4,376,000.00
M 432,474.48 0.00 0.00 8,751,000.00
N 378,359.52 0.00 0.00 7,656,000.00
O 304,674.36 0.00 0.00 6,165,000.00
P 992,550.81 0.00 0.00 20,087,992.76
R-I 0.00 0.00 0.00 0.00
R-II 0.00 0.00 0.00 0.00
Z 0.00 0.00 0.00 0.00