OFFICER'S CERTIFICATE
Wachovia Securities
0000 Xxxxxxxx Xxxxx,
XXX0
Charlotte, NC28288
WACHOVIA
SECURITIES
OFFICER'S
CERTIFICATE
Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of
August 11, 2005, by and among Structured Asset Securities Corporation, II,
as
Depositor, Wachovia Bank, National Association, as Master Servicer, LNR
Partners, Inc., as Special Servicer, LaSalle Bank National Association, as
Trustee, and ABN AMRO Bank, as Fiscal Agent, with respect to Commercial Mortgage
Pass-Through Certificates, Series 2005-C5 (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, Xxxxxxx Xxxx, and Xxxxx X. Xxxxxxxxx,
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 August
11, 2005 through December 31, 2005 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 August 11, 2005 through December 31, 2005;
and
3. The
Master Servicer has received no notice regarding qualification, or challenging
the status, of any REMIC Poll as a REMIC or the Grantor Trust as a grantor
trust
from the Internal Revenue Service or any other governmental agency or
body.
IN
WITNESS WHEREOF, the undersigned have executed this Certificate as of the
10th day of March 2006.
/s/
Xxxxxxx Xxxx
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/s/
Xxxxx X. Xxxxxxxxx
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Xxxxxxx
Xxxx, Managing Director
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Xxxxx
X. Xxxxxxxxx, Director
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Wachovia
Bank National Association
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Wachovia
Bank National
Association
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