Item 1. Business.
Not applicable.
Item 1A.
Item 1A. Risk Factors.
Not applicable.
Item 1B.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2.
Item 2. Properties.
Not applicable.
Item 3.
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.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
No established public trading market for the Certificates exists.
Records provided to the Trust by the DTC and the Trustee indicate that as of December 31, 2005, the total number of holders of record for the Series of Certificates is 57.
Item 6.
Item 6. Selected Financial Data.
Not applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Not applicable.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Not applicable.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. Controls and Procedures. Not applicable.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Not applicable.
Item 11.
Item 11. Executive Compensation.
Not applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Not applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
Item 14.
Item 14. Principal Accounting Fees and Services.
Not applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a) Exhibits
(31.1) Rule 13a-14(a)/15d-14(a) Certification
(99.1) Annual Independent Accountants' Servicing Reports concerning servicing activities.
(99.2) Report of Management as to Compliance with Minimum Servicing Standards.
(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements.
(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders.
Not Applicable.
(b) Not applicable.
(c) Omitted.
Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:
Wachovia Commericial Mortgage Securities, Inc. Commercial Mortgage Pass-Through Certificates Series 2005-C22 (Registrant)
Signed: Wachovia Commercial Mortgage Securities, Inc. as Depositor
By: Charles L. Culbreth, Managing Director
By: /s/ Charles L. Culbreth, Managing Director
Dated: March 28, 2006
Exhibit Index
Exhibit No.
Ex-31.1 Rule 13a-14(a)/15d-14(a) Certification
Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates
Series 2005-C22 (the "Trust")
I, Charles L. Culbreth, a Managing Director of Wachovia Commercial Mortgage Securities, Inc., the depositor into the above-referenced Trust, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution date reports filed in respect of periods included in the year covered by this annual report, of the Trust;
2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
3. Based on my knowledge, the servicing information required to be provided to the trustee by the master servicer and the special servicer under the pooling and servicing agreement for inclusion in these reports is included in these reports;
4. Based on my knowledge and upon the annual compliance statement included in this annual report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing agreement, and except as disclosed in this annual report, the master servicer and the special servicer have fulfilled their obligations under the pooling and servicing agreement; and
5. This annual report discloses all significant deficiencies relating to the master servicer's or special servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing agreement, that is included in this annual report.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: CWCapital Asset Management LLC and Wells Fargo Bank, N.A..
Date: March 28, 2006
/s/ Charles L. Culbreth Signature
Managing Director Title
EX-99.1 (a) (logo) MATTHEWS, CARTER AND BOYCE, P.C. CERTIFIED PUBLIC ACCOUNTANTS
Independent Accountants' Report
To the Board of Directors CWCapital Asset Management LLC
We have examined management's assertion about CWCapital Asset Management LLC's compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of December 31, 2005 and for the period from July 14, 2005 through December 31, 2005 included in the accompanying management assertion. Management is responsible for CWCapital Asset Management LLC's compliance with those applicable minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the entity's compliance based on our examination.
Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about CWCapital Asset Management LLC's compliance with the applicable minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on CWCapital Asset Management LLC's compliance with the applicable minimum servicing standards.
In our opinion, management's assertion that CWCapital Asset Management LLC, in its capacity as Special Servicer, complied with the aforementioned applicable minimum servicing standards as of December 31, 2005 and for the period from July 14, 2005 through December 31, 2005 is fairly stated, in all material respects, as set forth in the criteria attached.
/s/MATTHEWS, CARTER AND BOYCE, P.C.
March 10, 2006
11320 Random Hills Road * Suite 600 * Fairfax, Virginia 22030-7427 * TEL: 703-218-3600 * FAX: 703-218-1808
EX-99.1 (b) (logo)KPMG
KPMG LLP Suite 2300 Three Wachovia Center 401 South Tryon Street Charlotte, NC 28202-1911
Independent Accountants' Report
The Board of Directors Wachovia Bank, National Association:
We have examined management's assertion, included in the accompanying management assertion, that the Commercial Real Estate Servicing Division of Wachovia Bank, National Association (the Bank) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's (MBA's) Uniform Single Attestation Program for Mortgage Bankers, except for minimum servicing standards V.4 and VI.1, which the MBA has interpreted as being inapplicable to the servicing of commercial and multifamily loans, as of and for the year ended December 31, 2005. Management is responsible for the Bank's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Bank's compliance based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Bank's compliance with the minimum servicing standards specified above and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Bank's compliance with the minimum servicing standards.
In our opinion, management's assertion that the Bank complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005 is fairly stated, in all material respects.
/s/KPMG LLP
February 15, 2006
KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative.
EX-99.2 (a) (logo) CWCapital
March 10, 2006
As of December 31, 2005 and throughout its term as Special Servicer which was for the period of July 14, 2005 through December 31, 2005, CWCapital Asset Management LLC, in its capacity as Special Servicer has complied in all material respects with the applicable minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. The applicable minimum standards are Items VI and VII.
/s/ Kathleen C. Olin Kathleen C. Olin Vice President - Special Servicing CWCapital Asset Management LLC
/s/ David B. Iannarone David B. Iannarone Managing Director CWCapital Asset Management LLC
11200 Rockville Pike, Suite 400, Rockville, MD 20852 301.255.4700 main www.cwcapital.com
EX-99.2 (b) Wachovia Securities 8739 Research Drive, URP4 Charlotte, NC 28288
(logo)
Wachovia Securities
Management Assertion
As of and for the year ended December 31, 2005, the Commercial Real Estate Servicing Division of Wachovia Bank, National Association (the Bank) has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's (MBA's) Uniform Single Attestation Program for Mortgage Bankers, except for minimum servicing standards V.4. and VI.I., which the MBA has interpreted as being inapplicable to the servicing of commercial and multifamily loans. As of and for this same period, the Bank had in effect a fidelity bond and errors and omissions policy in the amount of $200 million and $25 million, respectively.
/s/Alan Kronovet Alan Kronovet Managing Director Wachovia Bank, National Association
3/1/06 Date
/s/Timothy Ryan Timothy Ryan Managing Director Wachovia Bank, National Association
3/1/06 Date
/s/Clyde Alexander Clyde Alexander Director Wachovia Bank, National Association
3/1/06 Date
EX-99.3 (a) (logo) CWCapital
March 14, 2006
TRUSTEE: Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, MD 21045 Attn: Ruth Borealo
MASTER SERVICER: Wachovia Bank, National Association Structured Products Services 8739 Research Drive - URP 4 Charlotte, NC 28288-1075 Attn: Doug Ratcliff
UNDERWRITERS: Wachovia Capital Markets LLC 301 South College Street Charlotte, NC 28288 Attn: Mr. Charles Culbreth
Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Attn: Scott Waynebern
Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 Attn: Scott Wisenbaker
JP Morgan Securities Inc. 270 Park Avenue, 10th Floor New York, NY 10017
Nomura Securities International, Inc. 2 World Financial Center New York, NY 1281 Attn: Phillip Evanski
RATING AGENCIES: Moody's Investors Service, Inc. 99 Church Street, 8th Floor New York, NY 10007 Attn: Tracey Ferguson
Standard & Poor's Ratings Service 55 Water Street, 41st Floor New York, NY 10041-0003 Attn: CMBS Surveillance Group
Fitch, Inc. One State Street Plaza New York, NY 10004 Attn: Mary MacNeil
DEPOSITOR: Wachovia Commercial Mortgage Securities, Inc. 301 South College Street Charlotte, NC 28288 Attn: William J. Cohane
RE: WCMS 05-C22, Officer's Certificate
11200 Rockville Pike, Suite 400, Rockville, MD 20852 301.255.4700 main www.cwcapital.com
(PAGE)
Dear Representatives:
In accordance with the requirements detailed in section 3.13 of the Pooling and Servicing Agreement for the above-mentioned CMBS pool, CWCapital Asset Management LLC ("CWCAM"), in its capacity as Special Servicer, is providing this Officer's Certificate with respect to the following:
(i) Under my supervision, CWCAM has reviewed its activities for 2005 and its performance under the Pooling and Servicing Agreement; (ii) To the best of my knowledge, based on this review, CWCAM has fulfilled all of its obligations under the Pooling and Servicing Agreement in all material respects throughout its term as Special Servicer which was for the period of 12/29/05 through 12/31/05; and (iii) CWCAM has received no notice regarding qualification, or challenging the status, of either of REMIC I or REMIC II as a REMIC under the REMIC Provisions or of the Grantor 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.
Should you have any questions, please do not hesitate to contact me. I can be reached at 888/880-8958 or via email at kolin@cwcapital.com.
Sincerely, CWCapital Asset Management LLC
/s/ Kathleen C. Olin Kathleen C. Olin Vice President-Special Servicing
/s/ David B. Iannorone David B. Iannarone Managing Director
cc: Greg Askey, Principal Matthews, Carter and Boyce, P.C. 11320 Random Dills Road, Suite 600 Fairfax, VA 22030-7427
EX-99.3 (b) Wachovia Bank, National Association 8739 Research Drive, URP4 Charlotte, NC 28288-1075
(logo)
WACHOVIA SECURITIES
OFFICER'S CERTIFICATE
Reference is hereby made to that certain Pooling and Servicing Agreement dated as of December 1, 2005, by and among Wachovia Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank, National Association, as Master Servicer, CW Capital Asset Management LLC, as Special Servicer, and Wells Fargo Bank, National Association as Trustee, with respect to Commercial Mortgage Pass-Through Certificates, Series 2005C-22 (the "Agreement"). Capitalized terms used herein not otherwise defined shall have the meanings assigned in the Agreement.
Pursuant to Section 3.13 of this Agreement, Timothy Ryan. and Clyde M. Alexander, Managing Director and Director of the Master Servicer, do hereby certify that:
1. A review of the activities of the Master Servicer, during the period from December 1, 2005 and of its performance December 31, 2005, per the Agreement during such period has been made under our supervision; and
2. To the best of our knowledge, based on such review, the Master Servicer, has fulfilled all of its material obligations under this Agreement in all material respects throughout the period December 1, 2005, through December 31, 2005; and
3. The Master Servicer has received no notice regarding qualification, or challenging the status, of the REMIC I or REMIC II as a REMIC under the REMIC Provisions or of the Additional Interest Grantor Trust as a "grantor trust" for income tax purposes under the Grantor Trust Provisions from the Internal Revenue Service or any other governmental agency or body.
IN WITNESS WHEREOF, the undersigned have executed this Certificate as of the l0th day of March 2006.
/s/Timothy S. Ryan Timothy Ryan, Managing Director Wachovia Bank National Association
/s/Clyde M. Alexander Clyde M. Alexander, Director Wachovia Bank National Association
EX-99.4
No distributions to Certificateholders were made during the fiscal period covered by this report.