**Exhibit 15(a)(1)(iii)**

 
|  | **WACHOVIA  SECURITIES** |
|--|--------------------------|

 

CERTIFICATION OF WACHOVIA BANK, NATIONALASSOCIATION

 

First Union Commercial Mortgage Securities, Inc.,

Commercial Mortgage Pass-Through Certificates

Series 1997-C1 (the “Trust”)

 

I,Alan Kronovet, a Managing Director of Wachovia Bank, National Association (formerlyFirst Union National Bank), as master servicer (the “Master Servicer”) underthe Pooling and Servicing Agreement dated as of May 1, 1997, relating to theTrust (the “Pooling and Servicing Agreement”), certify to Wachovia CommercialMortgage Securities, Inc. and State Street Bank and Trust Company, as trustee(the “Trustee”) under the Pooling and Servicing Agreement, and their officers,directors and affiliates, and with the knowledge and intent that they will relyupon this certification, that, with respect to the period (the “ReportingPeriod”) from January 1, 2004 through December 31, 2004:

 

1.                                       Based on my knowledge and assuming, withrespect to any Specially Serviced Mortgage Loan or REO Loan, that the servicinginformation required to be provided by the Special Servicer to the MasterServicer under the Pooling and Servicing Agreement with respect to theReporting Period has been provided to the Master Servicer, the servicing informationrequired to be provided to the Trustee under the Pooling and Servicing Agreementwith respect to the Reporting Period has been provided to the Trustee;

 

2.                                       I am responsible for reviewing the activitiesperformed by the Master Servicer under the Pooling and Servicing Agreementduring the Reporting Period and based upon the review required under Section 3.13of the Pooling and Servicing Agreement, and except as disclosed in the officer’scertificate delivered to the Trustee pursuant to Section 3.13 of the Poolingand Servicing Agreement, to the best of my knowledge, based on such review, theMaster Servicer has fulfilled in all material respects its obligations underthe Pooling and Servicing Agreement in the year to which such review applies;and

 

3.                                       I have disclosed to the Master Servicer’scertified public accountants all significant deficiencies of which I haveknowledge relating to the Master Servicer’s compliance during the ReportingPeriod with the minimum servicing standards in accordance with a reviewconducted in compliance with the Uniform Single Attestation Program for MortgageBankers or similar standard as set forth in the Pooling and Servicing Agreement.

 

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Ingiving the certification above, I have reasonably relied on informationprovided to me by the following unaffiliated parties: Arbor National CommercialMortgage, LLC, CWCapital, LLC, GMAC Commercial Mortgage Corporation, PrudentialAsset Resources, Inc. and NorthMarq Capital, Inc.  The Master Servicer has not received a backupcertification from the following applicable subservicers: Arbor NationalCommercial Mortgage, LLC, CWCapital, LLC, GMAC Commercial Mortgage Corporation,Prudential Asset Resources, Inc. and NorthMarq Capital, Inc. (each, a “SubjectSub-Servicer”). Notwithstanding the certifications contained herein, theundersigned shall not be responsible or liable for any inaccuracy in thecertifications contained herein to the extent that such inaccuracies are causedby any Subject Sub-Servicer’s noncompliance with its obligations under its subservicingagreement.

 

Capitalizedterms used herein without definition shall have the meaning assigned to suchterms in the Pooling and Servicing Agreement.

 

[Remainder of Page Left Blank Intentionally]

 

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Date:March 14, 2005

 

 
| WACHOVIA  BANK, NATIONAL ASSOCIATION |              |
|--------------------------------------|-------------------|
|                                 |              |
|                                 |              |
| By:                                  | /s/ Alan Kronovet |   |   |
|                                 | Name:             | Alan Kronovet |   |
|                                 | Title:            | Managing  Director |   |
|                                      |                   |  |  |  |

 

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