**Exhibit 15(a)(l)(iii)**

 

 

WachoviaSecurities

8739Research Drive, URP4

Charlotte,NC 28288

**WACHOVIASECURITIES**

 

CERTIFICATION OF WACHOVIA BANK, NATIONAL ASSOCIATION

 

 

First Union Commercial Mortgage Securities, Inc.,

Commercial Mortgage Pass-Through Certificates

Series 1997-C1 (the “Trust”)

 

I, Alan Kronovet, a Director of WachoviaBank, National Association (formerly First Union National Bank), as masterservicer (the “Master Servicer”) under the Pooling and Servicing Agreementdated as of May 1, 1997, relating to the Trust (the “Pooling and ServicingAgreement”), certify to Wachovia Commercial Mortgage Securities, Inc. and StateStreet Bank and Trust Company, as trustee (the “Trustee”) under the Pooling andServicing Agreement, and their officers, directors and affiliates, and with theknowledge and intent that they will rely upon this certification, that, withrespect to the period (the “Reporting Period”) from January 1, 2003 throughDecember 31, 2003:

 

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 servicinginformation required to be provided to the Trustee under the Pooling andServicing Agreement with respect to the Reporting Period has been provided tothe 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 Section3.13 of the Pooling and Servicing Agreement, and except as disclosed in theofficer’s certificate delivered to the Trustee pursuant to Section 3.13 of thePooling and Servicing Agreement, to the best of my   knowledge, based on such review, the Master Servicer hasfulfilled in all material respects its obligations under the Pooling andServicing 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 forMortgage Bankers or similar standard as set forth in the Pooling and ServicingAgreement.

 

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In giving the certification above, I havereasonably relied on information provided to me by the following unaffiliatedparties: Arbor National Commercial Mortgage, LLC, CWCapital, LLC, PrudentialAsset Resources, Inc. and NorthMarq Capital, Inc. The Master Servicer has notreceived a backup certification from the following applicable subservicers:Arbor National Commercial Mortgage, LLC, CWCapital, LLC, Prudential AssetResources, Inc. and NorthMarq Capital, Inc. (each, a “Subject Sub-Servicer”).Notwithstanding the certifications contained herein, the undersigned shall notbe responsible or liable for any inaccuracy in the certifications containedherein to the extent that such inaccuracies are caused by any SubjectSub-Servicer’s noncompliance with its obligations under its subservicing agreement.

 

Capitalized terms used herein withoutdefinition shall have the meaning assigned to such terms in the Pooling andServicing Agreement.

 

[Remainder of Page Left Blank Intentionally]

 

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| Date:  March 12, 2004           |              |
|--------------------------------------|-------------------|
|                                 |              |
|                                 |              |
| WACHOVIA BANK, NATIONAL  ASSOCIATION |              |
|                                 |              |
|                                 |              |
| By:                                  | /s/ Alan Kronovet |   |   |
| Name: Alan Kronovet                  |              |
| Title:   Director               |              |
|                                      |                   |  |  |

 

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