**PricewaterhouseCoopers
                LLP**300
                Madison AvenueNew
                York NY 10017Telephone
                (646) 471 3000www.pwc.com




Report
      of Independent Accountants




To
      the
      Board of Directors and Shareholder of


GMAC
      Commercial Mortgage Corporation:




We
      have
      examined management's assertion, dated February 27, 2006, about GMAC Commercial
      Mortgage Corporation's (the "Company's") compliance with its established
      minimum master servicing policy ("Master Servicing Policy"), which management
      derived from the Mortgage Bankers Association of America's Uniform Single
      Attestation Program for Mortgage Bankers (USAP),
      as of and for the year ended
      December 31, 2005 included in the accompanying management assertion (see Exhibit
      I). Management is responsible for the Company's compliance with the Master
      Servicing Policy. Our responsibility is to express an opinion on management's
      assertion about the Company's compliance based on our examination.




Our
      examination was made in accordance with the 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 Master
      Servicing Policy 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 of the Company's
      compliance with the Master Servicing Policy.




In
      our
      opinion, management's assertion that, except for instances of noncompliance, the
      Company complied with the aforementioned Master Servicing Policy as of and
      for the
      year
      ended December 31, 2005 is fairly stated, in all material respects.






**/s/
      PricewaterhouseCoopers
      LLP**




February
      27, 2006









Exhibit
        I
   Management's
        Assertion Concerning Compliance
 With Minimum
        Master Servicing Standards
  February
        27, 2006
  As
        of and
        for the year ended December 31, 2005, for the master servicing transactions included
        in Exhibit II, GMAC Commercial Mortgage Corporation has complied, in all material
        respects, with the applicable minimum master servicing standards set forth
        in
        the company's Master Servicing Policy (attached in Exhibit III), which
        were derived from
        the
        Mortgage Bankers Association of America's Uniform
        Single Attestation Program
        for Mortgage Bankers ,
        except
        with respect to the requirement that reconciling
        items shall be resolved within ninety (90) calendar days of identification, for
        which
        the company was not in compliance.
  As
        of
        December 31, 2005, the company was covered by various General Motors Corporation
        insurance policies providing $350 million of fidelity bond insurance and
        $1 00
        million of errors and omissions insurance.
  /s/
        Robert D. Feller
 Robert D. Feller
 Chief
        Executive Officer
 
 /s/
        Michael I. Lipson
 Michael
        I. Lipson
 Executive Vice
        President, Global Servicing
   /s/
        Wayne D. Hoch
 Wayne
        D.
        Hoch
 Executive
        Vice President and Chief Financial Officer
   
  Exhibit
        II
  GMAC
        COMMERCIAL MORTGAGE CORPORATION
 TRANSACTIONS
        ASSOCIATED WITH MASTER SERVICING
 RESPONSIBILITIES
 ACMF
        I
        SERIES 1997-C1
 AETNA
        SERIES 1995-C5
 AMERICAN
        SOUTHWEST SERIES 1993-2
 ASC
        SERIES 1996-D3
 ASC
        SERES
        1997-D4
 ATHERTON
        1997-1
 ATHERTON
        1998-A
 ATHERTON
        1999-A
 ATHERTON
        WAREHOUSE -AW9601
 ATHERTON-PW
        WAREHOUSE
 BACM
        2001-C1
 BANK
        OF
        AMERICA 2002-X1
 BKB
        SERIES 1997-C1 (LB)
 CALSTERS
        2002 C6
 CALWEST
        2003-CALW
 CAPCO
        SERIES 1998-D7
 CCMSC
        2001-245 PRK AVE
 CDC
        2002-FX1
 CDO
        SERIES 2004-1
 CG
        SERIES
        2005-EMG
 CGMT
        SERIES 2004-FL1
 CHASE
        SERIES 1996-1
 CHASE
        SERIES 1996-2
 CHASE
        SERIES 1997-1
 CHASE
        SERIES 1997-2
 CHASE
        SERIES 1998-2
 CHASE
        SERIES 2000-FL1
 CHASE-FIRST
        UNION 1999-1
 CITICORP
        LEASE TRUST 1999-1
 COLUMN
        SERIES 2002 CCL1
 COMM
        2001-J2
 COMM
        2003-LNB1
 COMM
        2005-FL11
 COMM
        SERIES 2001-FL5
 COMM
        SERIES 2004-LNB2
 COMM
        SERIES 2004-LNB4
 COMM
        SERIES 2005-C6
 CREST
        GSTAR 2001-1
 CSFB
        SERIES 1995-M1
 CSFB
        SERIES 1997-PS1
 CSFB
        SERIES 1998-PS2
 CSFB
        SERIES 1999-PS3
 CSFB
        SERIES 2000-C1
 CSFB
        SERIES 2000-PS4
 CSFB
        SERIES 2001-CF2
  
 Exhibit
        II
 CSFB
        SERIES 2001-SPG 1
 CSFB
        SERIES 2005-C1
 CSFB
        SERIES 2005-C5
 DAIWA
        1993-1
 DLJ
        SERIES 1996-CF1
 DLJ
        SERIES 1997-CF1
 EDI
 EDII
 EMAC
        1998
 EMAC
        1999
 EMAC
        2000
 FMAC
        1991-A
 FMAC
        1993-B
 FMAC
        1994-A
 FMAC
        1995-B
 FMAC
        1996-B
 FMAC
        1997-A
 FMAC
        1997-B
 FMAC
        1997-C
 FMAC
        1998-A
 FMAC
        1998-B
 FMAC
        1998-C
 FMAC
        1998-D
 FMAC
        2000-A
 FMHA
 FNMA
        SERIES 1998-M1
 FOREST
        CITY 1994-1
 FREEHOLD
        RACEWAY
 G3
        STRATEGIC INV 2002-WLl
 GCCF
        SERIES 2005-GG3
 GFCM
        2003-1
 GGP
        MALL
        PROP TR-SERIES 2001-GGPl
 GMACCM
        SERIES 1996-C1
 GMACCM
        SERIES 1997-C 1
 GMACCM
        SERIES 1997-C2
 GMACCM
        SERIES 1998-C1
 GMACCM
        SERIES 1998-C2
 GMACCM
        SERIES 1999-C1
 GMACCM
        SERIES 1999-C2
 GMACCM
        SERIES 1999-C3
 GMACCM
        SERIES 1999-CTLl
 GMACCM
        SERIES 2000-C1
 GMACCM
        SERIES 2000-C2
 GMACCM
        SERIES 2000-C3
 GMACCM
        SERIES 2000-FL1
 GMACCM
        SERIES 2000-FL-F
 GMACCM
        SERIES 2001-A
 GMACCM
        SERIES 2001-C1
 GMACCM
        SERIES 2001-C2
 GMACCM
        SERIES 2001-FL1
 GMACCM
        SERIES 2002-C1
 
 
  GMACCM
        SERIES 2002-C2
 GMACCM
        SERIES 2002-C3
 GMACCM
        SERIES 2002-FL1
 GMACCM
        SERIES 2003 SENIORS
 GMACCM
        SERIES 2003-C1
 GMACCM
        SERIES 2003-C2
 GMACCM
        SERIES 2003-C3
 GMACCM
        SERIES 2003-FL1
 GMACCM
        SERIES 2003-FLA
 GMACCM
        SERIES 2003-FL-SNF
 GMACCM
        SERIES 2004-C1
 GMACCM
        SERIES 2004-C2
 GMACCM
        SERIES 2004-C3
 G MACCM
        SERIES 2005-C1
 G-MAX
        2002-FLA
 GMAX2002-FX-1
 GOLDMAN
        SACHS SERIES 1997-GLI
 GOLDMAN
        SACHS SERIES 1998-C1
 GOLDMAN
        SACHS SERIES 1998-GLII
 GOLDMAN
        SACHS SERIES 1999-C1
 GOLDMAN
        SACHS SERIES 2001-1285
 GOLDMAN
        SACHS SERIES 2001-GL3
 GOLDMAN
        SACHS SERIES 2001-ROCK
 GOLDMAN
        SACHS SERIES 2002-GSFL V
 GOLDMAN
        SACHS SERIES 2003-C1
 GOLDMAN
        SACHS SERIES 2005-GG4
 GOLDMAN
        SACHS SERIES 2005-GSFL VII
 HEALTHFUND
        1999-1
 HUD
 IPS
        2005-1
 JP
        MORGAN
        CHASE SERIES 2001-A
 JP
        MORGAN
        CHASE SERIES 2001-CBC1
 JP
        MORGAN
        CHASE SERIES 2002-C3
 JP
        MORGAN
        CHASE SERIES 2004-C1
 JP
        MORGAN
        CHASE SERIES 2004-C2
 JP
        MORGAN
        CHASE SERIES 2004-CBC10
 JP
        MORGAN
        CHASE SERIES 2004-CBC8
 JP
        MORGAN
        CHASE SERIES 2004-CBC9
 JP
        MORGAN
        CHASE SERIES 2004-LN2
 JP
        MORGAN
        CHASE SERIES 2005-CBC11
 JP
        MORGAN
        CHASE SERIES 2005-CBC12
 JP
        MORGAN
        CHASE SERIES 2005-LDP3
 JP
        MORGAN
        CHASE SERIES 2005-LDP4
 JP
        MORGAN
        CHASE SERIES 2005-LDP5
 LEHMAN
        BROTHERS SERIES 1992-2
 LEHMAN
        BROTHERS SERIES 1992-1
 LEHMAN
        BROTHERS SERIES 1995-C2
 LEHMAN
        BROTHERS SERIES 1996-C2
 LEHMAN
        BROTHERS SERIES 1998-C1
 LBRARY
        TOWER 1998-1
 LK94C2
 
 LONG
          LANE
          MASTER TRUST IV
 LTC
          SERIES 1998-1
 MCF
        1996-MC2 (NATIONS)
 MCF
        SERIES 1996-MC1
 MCF
        SERIES 1998-MC1
 MCF
        SERIES 1998-MC3
 MERRILL
        LYNCH SERIES 1995-C3
 MERRILL
        LYNCH SERIES 1996-C1
 MERRILL
        LYNCH SERIES 1997-C1
 MERRILL
        LYNCH SERIES 1998-Cl-CTL
 MERRILL
        LYNCH SERIES 1999 C2
 MERRILL
        LYNCH SERIES 2000 CANADA 3
 MERRILL
        LYNCH SERIES 2000-C4
 MERRILL
        LYNCH SERIES 2001-C5
 MERRILL
        LYNCH SERIES 2002-BC2P
 MERRILL
        LYNCH SERIES 2002-C7
 MERRILL
        LYNCH SERIES 2002-C8
 MERRILL
        LYNCH SERIES 2003 C-l 1
 MERRILL
        LYNCH SERIES 2003-C10
 MERRILL
        LYNCH SERIES 2003-C9
 MERRILL
        LYNCH SERIES SERIES 2000-BELL MOBILITY
 MERRILL
        LYNCH SERIES 2005-LC1
 MORGAN
        STANLEY SERIES 1996-C1
 MORGAN
        STANLEY SERIES 1997-C1
 MORGAN
        STANLEY SERIES 1997-XL1
 MORGAN
        STANLEY SERIES 1998-CF1
 MORGAN
        STANLEY SERIES 1998-HF1
 MORGAN
        STANLEY SERIES 1998-HF2
 MORGAN
        STANLEY SERIES 1999-RM1
 MSDW
        SERIES 1997-HF1
 MSDW
        SERIES 1999-FNV1
 MSDW
        SERIES 2001 -IQ
 MSDW
        SERIES 2001-PPM
 MSDW
        SERIES 2002-HQ
 MSDW
        SERIES 2002-IQ3
 MSDW
        SERIES 2002-WM
 MSDW
        SERIES 2003-IQ4
 MSDW
        SERIES 2003-IQ5
 MSDW
        SERIES 2003-IQ5 - B&B NOTES
 MSDW
        SERIES 2005- IQ-10
 NATIONS
        LINK SERIES 1996-1
 NEW
        ENGLAN MUTUAL
 NOMURA
        SERIES 1993 1 (HM9301)
 NOMURA
        SERIES 1995 MDIV
 NOMURA
        SERIES 1996 MD V
 NOMURA
        SERIES 1996 MD VI
 NOMURA
        SERIES 1998-D6
 OREGON
        SERIES 1995-1
 PAME
        WEBBER 1996-13
 PRUDENTIAL
        SECURITIES CREDIT
 REAL
        - T
        SERIES 2004-1
 
 
  SALOMON
        BROTHERS SERIES 1999-Cl
 SALOMON
        BROTHERS SERIES 2000-Cl
 SASCO
        SERIES 1997-LL1
 SDG
        MACERICH (CMO)
 SL
        COMMERCIAL 1997 Cl
 SOLAR
        TRUST SERIES 2001-1
 SOLAR
        TRUST SERIES 2002-1
 SOLAR
        TRUST SERIES 2003-CCl
 U-HAUL
        SERIES 1993-1
 USGI
        1992-1
 
 Exhibit
          III
  GMAC
        COMMERCIAL MORTGAGE CORPORATION
 MINIMUM
        MASTER SERVICING POLICY
  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:
  •
              be
                  mathematically accurate;
  •
              be
                  prepared within forty-five (45) calendar days after the cutoff
                  date, but
                  in any event in accordance with the applicable servicing
                  agreements;
  •
              be
                    reviewed and approved by someone other than the person who prepared
the
                    reconciliation; and
  •
              evidence
                    explanations for reconciling items which shall be resolved within
ninety
                    (90) calendar days of
                    identification.
  2.
              Funds
                  of the servicing entity shall be advanced as specified in the applicable
                  servicing agreements in cases where there is potential for an overdraft
                  in
                  an investor's
                  account or a request letter has been received from a subservicer
                  for a
                  servicing advance stipulated by the subservicing
                  agreement.
  3.
              All
                  cash for each custodial account shall be maintained at a federally
                  insured
                  depository
                  institution in trust for the applicable investor or in an investmentaccount
                  in accordance with the applicable servicing agreement
                  requirements.
  II.MORTGAGE
        PAYMENTS
  1.
              Mortgage
                  payments shall be deposited into the custodial bank accounts and
related
                  bank clearing accounts within two business days of receipt from
                  thesubservicer.
  2.
              Mortgage
                  payments made in accordance with the mortgagor's loan documents
shall
                  be posted to the applicable mortgagor records within two business
                  daysof
                  receipt from the
                  subservicer.
  **III.DISBURSEMENTS**
  1.
              Remittances
                  made via wire transfer on behalf of a mortgagor or investor shall
be
                  made only by authorized
                  personnel.
  2.
              Amounts
                  remitted to investors per the servicer's investor reports shall
                  agree with
                  cancelled checks, or other form of payment, or custodial bank
                  statements.
  IV.INVESTOR
        ACCOUNTING AND REPORTING
  1.
              Monthly
                  investor reports shall be sent in a timely manner listing loan
                  level detail
                  of payments and balances, and all other data required by the servicingagreements.
  V.INSURANCE
        POLICIES
  1.
              A
                  fidelity bond and errors and omissions policy shall be in effect
                  on the
                  servicing
                  entity in the amount of coverage represented to investors in management's
                  assertion.
  VI.MONITORING
        OF SUBSERVICER COMPLIANCE
  1.
              Within
                  120 days of a subservicer's year-end, the subservicer's management
assertions
                  about compliance with minimum servicing standards, which werederived
                  form the Mortgage Bankers Association of America's Uniform SingleAttestation
                  Program for Mortgage Bankers, and the Independent AuditorsReport
                  on management's assertions shall be reviewed, and if materialexceptions
                  are found, appropriate corrective action will be
                  taken.
  2.
              An
                  annual certification from each subservicer slating that the subservicer
                  is
                  in compliance
                  with its subservicer agreement shall be obtained by
                  April 30thforthe
                  previous calendar year.