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      INDEPENDENT ACCOUNTANTS' REPORT
      Board of Directors The PNC Financial
      Services Group, Inc. We have examined management's assertion that
      Midland Loan Services, Inc. (MLS), an indirect wholly-owned subsidiary
      of The PNC Financial Services Group,Inc., has complied as of and
      for the year ended December 31,2004 with its established minimum
      servicing standards described in the accompanying report titled
      Management's Assertiondated February 15,2005. Management is
      responsible for MLS's compliance with those minimum servicing
      standards. Our responsibility is to express an opinion on management's
      assertion about MLS's compliance based on our examination. Our
      examination was conducted in accordance with attestation standards
      established by the American Institute of Certified Public Accountants
      and, accordingly, included examining, on a test basis, evidence about
      MLS's compliance with its 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
      MLS's compliance with its minimum servicing standards. In our
      opinion, management's assertion that MLS complied with the aforementioned
      minimum servicing standards as of and for the year ended December 31,
      2004 is fairly stated, in all material respects, based on the criteria
      set forth in Appendix I. Deloitte & Touche LLPFebruary 15, 2005
      Memberof
      Deloitte
      Touche Tohmatsu                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|M
      IDLAND
      L
      OAN
      S
      ERVICES
      
      Management's Assertion
      
      As of and for the year ended December 31,2004,Midland Loan Services, Inc. (MLS),an indirect
      wholly-owned subsidiary of The PNC Financial Services Group, Inc.
      (PNC), has complied, in all material respects, with MLS's established
      minimum servicing standards for commercial loans and multifamily
      servicing as set forth in Appendix I (the "Standards"). The standards are
      based on the Mortgage Bankers Association of America's Uniform Single
      Attestation Program for Mortgage Bankers, modified to address the
      unique characteristics of commercial loans and multifamily servicing.
      Asof and for this same period, MLS was covered by
      PNC's fidelity bond in the amount of $200,000,000 and an errors and
      omissions policy in an amount of at least $25,000,000.MIDLAND LOAN SERVICES, INC. /s/: Douglas D.
      Dartfort CEO/President /s/: Steven W. Smith COO/Executive
      Vice President /s/: Dave Bodi COO/Executive Vice
      President February 15, 2005
      
      A Member of the PNC Financial Services Group10851 Mastin P.O. Box 25965 Shawnee Mission Kansas 66225-5965
      www.midlandls.com 913 253 9000 T 913 253 979F                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|MIDLAND LOAN SERVICES
      APPENDIX I-MLS's 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: * be mathematically accurate; * be
      prepared within forty-five (45) calendar days after the cutoff date; *
      be reviewed and approved by someone other than the person who prepared the
      reconciliation; and * document explanations for reconciling items.
      These reconciling items shall beresolved 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 retuned 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
      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 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 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
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|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.
      
      Unused checks shall be safeguarded so asto
      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 asto 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 ARM loans shall be computed based
      on the related mortgage note and any ARMrider.
      
      3.
      
      Escrow accounts shall be analyzed, in accordance
      with the mortgagor's loan documents, on at least an annual basis.
      VI. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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