**PricewaterhouseCoopers
      LLP**


PricewaterhouseCoopers
      Center


300
      Madison
      Avenue


New
      York NY
      10017


Telephone
      (646) 471
      3000


www.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.