Ernst & Young



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 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 Morgage Bankers (USAP)
during the year ended December 31, 2004,except for the minimum standards
for custodial bank accounts. During 2004,custodial bank accounts were not
always reconciled within 45 days and reconciling items were not always
cleared in 90 days. 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, 2004, is fairly stated, in all material respects, except for
the minimum standards for custodial bank accounts.


February 24, 2005

/s/ Ernst & Young




Exhibit A

Waterfield Mortgage Company

Management's Assertion on Compliance with the Specified Minimium
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 in
servicing standards. We have performed an evaluation of the Company's
compliance with the specified minimum servicing standards as of December
31, 2004 and for the year then coded. Based on this evaluation, we assert
that during the year ended December 31, 2004, the Company complied, in all
material respects with the specified minimum servicing standards, except
for the minimum standards for custodial bank accounts. During 2004,
custodial bank accounts were not always reconciled within 45 days
and reconciling items were not always cleared in 90 days.

From January 1, 2004 to December 31, 2004, the Bank had in effect a
fidelity bond in the amount of $20,000,000. From January 1, 2004 to
December 31, 2004 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

February 24,2005