ERNST & YOUNG

                     Ernst & Young LP                   Phone: (317) 681-7000
                     111 Monument Circle, Suite 2600    Fax:(317) 681-7216
                     P.O. Box 44972                     www.ey.com
                     Indianapolis, Indiana 46204-2094


                Report on Management's Assertion on Compliance
     with the Specified Minimum Servicing Standards Set Forth in the
              Uniform Single Attestation Program for Mortgage Bankers


                        Report of Independent Accountants


The Board of Directors
Waterfield Mortgage Company, Incorporated


We have examined management's assertion, included in the accompanying report
titled Report of Management, that Waterfield Mortgage Company, Incorporated
and Subsidiaries (the Company) complied with the servicing standards
identified in Exhibit A to the Report of Management (the "specified minimum
servicing standards") as set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers (USAP)
during the year ended December 31, 2005. Management is responsible for the
Company's compliance with those specified minimum servicing standards. Our
responsibility is to express an opinion on management's assertions about the
Company's compliance based on our examination.

Our examination was made 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 Company's compliance
with the specified 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 the Company's
compliance with the specified minimum servicing standards.

In our opinion, management's assertion, that the Company complied with the
aforementioned specified minimum servicing standards during the year ended
December 31, 2005, is fairly stated, in all material respects.



/s/ Ernst & Young LLP
---------------------
Ernst & Young LLP


March 21, 2006









                                 WATERFIELD
                              Mortgage Company

                                                    Waterfield Group Company


       Management's Assertion on Compliance with the Specified Minimum
       Servicing Standards Set Forth in the Uniform Single Attestation
                        Program for Mortgage Bankers

                            Report of Management


We, as members of management of Waterfield Mortgage Company, Incorporated and
Subsidiaries (the Company) are responsible for complying with the servicing
standards identified in the attached Exhibit A (the "specified minimum
servicing standards") as set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers (USAP). We
are also responsible for establishing and maintaining effective internal
control over compliance with these specified minimum servicing standards.
We have performed the specified minimum servicing standards as of December 31,
2005 and for the year then ended. Based on this evaluation, we assert that
during the year ended December 31, 2005, the Company complied, in all
material respects, with the specified minimum servicing standards.

From January 1, 2005 to December 31, 2005, the Bank had in effect a fidelity
bond in the amount of $20,000,000. From January 1, 2005 to December 31, 2005
the Bank had in effect a mortgage errors and omissions policy in the amount
of $20,000,000.




                                              /s/ Donald A. Sherman
                                              -----------------------
                                              Donald A. Sherman
                                              Chairman of the Board & CEO


                                              /s/Vincent J. Otto
                                              -----------------------
                                              Vincent J. Otto
                                              Executive Vice President & CFO






March 21, 2006

7500 WEST JEFFERSON BLVD., P.O. BOX 1269, FORT WAYNE, INDIANA 46801
                  260-454.8411     www.waterfield.com
       WATERFIELD FINANCIAL CORPORATTON - WATERFIELD MORTGAGE COMPANY
                       WATERFIELD INSURANCE AGENCY
         UNION FEDERAL BANK - QUANTUM SETTLEMENT SERVICES, LLC
           EQUAL OPPORTUNITY EMPLOYER - EQUAL HOUSING LENDER


                                  Exhibit A

                 Specified Minimum Servicing Standards

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:

        a.  be mathematically accurate;

        b.  be prepared within forty-five (45) calendar days after the cutoff
            date. The cutoff date is the date as of which a bank account is
            reconciled every month. It may, or may not, coincide with a
            prescribed investor reporting date but shall be consistent from
            period to period;

        c.  be reviewed and approved by someone other than the person who
            prepared the reconciliation; and

        d.  document explanations for reconciling items. These reconciling
            items shall be resolved within ninety (90) calendar days of their
            original identification.

    2.  Funds of the servicing entity shall be advanced in cases where there
        is an overdraft in an investor's or a mortgagor's account.

    3.  Each custodial account shall be maintained at a federally insured
        depository institution in trust for the applicable investor.

    4.  Escrow funds held in trust for a mortgagor shall be returned to the
        mortgagor within thirty (30) calendar days of payoff of the mortgage
        loan.

II. Mortgage Payments

    1.  Mortgage payments shall be deposited into the custodial bank accounts
        and related bank clearing accounts within two (2) business days of
        receipt.

    2.  Mortgage payments made in accordance with the mortgagor's loan
        documents shall be posted to the applicable mortgagor records within
        two (2) business days of receipt.

    3.  Mortgage payments shall be allocated to principal, interest,
        insurance, taxes or other escrow items in accordance with the
        mortgagor's loan documents.

    4.  Mortgage payments identified as loan payoffs shall be allocated in
        accordance with the mortgagor's loan documents.

III.Disbursements

    1.  Disbursements made via wire transfer on behalf of a mortgagor or
        investor shall be made only by authorized personnel.

    2.  Disbursements made on behalf of a mortgagor or investor shall be
        posted within two (2) business days to the mortgagor's or investor's
        records maintained by the servicing
        entity.

    3.  Tax and insurance payments shall be made on or before the penalty or
        insurance policy expiration dates, as indicated on tax bills and
        insurance premium notices, respectively, provided that such support
        has been received by the servicing entity at least thirty (30)
        calendar days prior to these dates.

    4.  Any late payment penalties paid in conjunction with the payment of
        any tax bill or insurance premium notice shall be paid from the
        servicing entity's funds and not charged to the mortgagor, unless the
        late payment was due to the mortgagor's error or omission.

    5.  Amounts remitted to investors per the servicer's investor reports
        shall agree with cancelled checks, or other form of payment, or
        custodial bank statements.

    6.  Unissued checks shall be safeguarded so as to prevent unauthorized
        access.

IV. Investor Accounting and Reporting

    1.  The servicing entity's investor reports shall agree with, or
        reconcile to, investors' records on a monthly basis as to the total
        unpaid principal balance and number of loans serviced by the
        servicing entity.

V.  Mortgagor Loan Accounting

    1.  The servicing entity's mortgage loan records shall agree with, or
        reconcile to, the records of mortgagors with respect to the unpaid
        principal balance on a monthly basis.

    2.  Adjustments on adjustable rate mortgage (ARM) loans shall be
        computed based on the related mortgage note and any ARM rider.

    3.  Escrow accounts shall be analyzed, in accordance with the
        mortgagor's loan documents, on at least an annual basis.

    4.  Interest on escrow accounts shall be paid, or credited, to
        mortgagors in accordance with the applicable state laws.

VI. Delinquencies

    1.  Records documenting collection efforts shall be maintained during
        the period a loan is in default and shall be updated at least
        monthly. Such records shall describe the entity's activities in
        monitoring delinquent loans including, for example, phone calls,
        letters and mortgage payment rescheduling plans in cases where the
        delinquency is deemed temporary (i.e., illness or unemployment).

VII.Insurance Policies

    1.  A fidelity bond and errors and omissions policy shall be in effect on
        the servicing entity throughout the reporting period in the amount of
        coverage represented to investors in management's assertion.