10-K 1 bsc04pr5_2004.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-86366-08 Bear Stearns Commercial Mortgage Securities, Inc. Commercial Mortgage Pass-Through Certificates Series 2004-PR5 (Exact name of registrant as specified in its charter) New York 54-2162563 (State or other jurisdiction of 54-2162564 incorporation or organization) 54-2162565 54-6643069 54-6643070 (I.R.S. Employer Identification No.) c/o Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, MD 21045 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (410) 884-2000 Securities registered pursuant to Section 12(b) of the Act: NONE. Securities registered pursuant to Section 12(g) of the Act: NONE. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Not applicable. Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ___ No X State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not applicable. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Not applicable. Documents Incorporated by Reference List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1)Any annual report to security holders; (2) Any proxy or information statement; and (3)Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g. annual report to security holders for fiscal year ended December 24, 1980). Not applicable. PART I Item 1. Business. Omitted. Item 2. Properties. See Item 15(a), Exhibits 99.1, 99.2, and 99.3, for information provided in lieu of information required by Item 102 of Regulation S-K. Item 3. Legal Proceedings. The registrant knows of no material pending legal proceedings involving the trust created under the Pooling and Servicing Agreement (the Trust), the Trustee, the Servicer or the registrant with respect to the Trust other than routine litigation incidental to the duties of the respective parties. Item 4. Submission of Matters to a Vote of Security Holders. None. PART II Item 5. Market for registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities. No established public trading market for the Certificates exists. Records provided to the Trust by the DTC and the Trustee indicate that as of December 31, 2004, the total number of holders of record for the Series of Certificates is 51. Item 6. Selected Financial Data. Omitted. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Omitted. Item 7A. Quantitative and Qualitative Disclosures about Market Risk. Not applicable. Item 8. Financial Statements and Supplementary Data. See Item 15(a), Exhibits 99.1, 99.2, 99.3, for information provided in lieu of information required by Item 302 of Regulation S-K. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. Not applicable. Item 9B. Other Information. None. PART III Item 10. Directors and Executive Officers of the Registrant. Not applicable. Item 11. Executive Compensation. Not applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management. Not applicable. Item 13. Certain Relationships and Related Transactions. Not applicable. Item 14. Principal Accounting Fees and Services. Not applicable. PART IV Item 15. Exhibits, Financial Statement Schedules. (a) Exhibits (31.1) Rule 13a-14(a)/15d-14(a) Certification (99.1) Annual Independent Accountants' Servicing Reports concerning servicing activities. a) GMAC Commercial Mortgage Corporation, as Master Servicer for the World Apparel Center loan b) Midland Loan Services, Inc., as Special Servicer c) Prudential Asset Resources, Inc., as Master Servicer d) Wells Fargo Bank, N.A., as Master Servicer e) Wells Fargo Bank, N.A., as Master Servicer for the Lincoln Square loan

(99.2) Report of Management as to Compliance with Minimum Servicing Standards. a) GMAC Commercial Mortgage Corporation, as Master Servicer for the World Apparel Center loan b) Midland Loan Services, Inc., as Special Servicer c) Prudential Asset Resources, Inc., as Master Servicer d) Wells Fargo Bank, N.A., as Master Servicer e) Wells Fargo Bank, N.A., as Master Servicer for the Lincoln Square loan

(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements. a) GMAC Commercial Mortgage Corporation, as Master Servicer for the World Apparel Center loan b) Midland Loan Services, Inc., as Special Servicer c) Prudential Asset Resources, Inc., as Master Servicer d) Wells Fargo Bank, N.A., as Master Servicer e) Wells Fargo Bank, N.A., as Master Servicer for the Lincoln Square loan

(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders. (b) Not applicable. (c) Omitted. Filed herewith. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized: Bear Stearns Commercial Mortgage Securities, Inc. Commercial Mortgage Pass-Through Certificates Series 2004-PR5 (Registrant) Signed: Bear Stearns Commercial Mortgage Securities Inc. as Depositor By: J. Christopher Hoeffel, President By: /s/ J. Christopher Hoeffel, President Dated: March 18, 2005 SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. (a)(i) No annual report is provided to the Certificateholders other than with respect to aggregate principal and interest distributions. (a)(ii) No proxy statement, form of proxy or other proxy soliciting material has been sent to any Certificateholder with respect to any annual or other meeting of Certificateholders. Exhibit Index Exhibit No. Ex-31.1 Rule 13a-14(a)/15d-14(a) Certification I, J. Christopher Hoeffel, certify that: 1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of Bear Stearns Commercial Mortgage Securities, Inc. Commercial Mortgage Pass-Through Certificates, Series 2004-PR5 Trust; 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the distribution or servicing information required to be provided to the Trustee by the Servicer under the Pooling and Servicing or similar, agreement, for inclusion in these reports is included in these reports; 4. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing, or similar, agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the servicing agreement; and 5. The reports disclose all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Midland Loan Services, Inc. as Special Servicer, Prudential Asset Resources, Inc. as Master Servicer, Wells Fargo Bank, N.A. as Master Servicer. Date: March 18, 2005 /s/ J. Christopher Hoeffel Signature President Title EX-99.1 (a) (logo) PRICEWATERHOUSECOOPERS PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York NY 10017 Telephone (646) 471 3000 Facsimile (813) 286 6000 Report of Independent Accountants To the Board of Directors and Shareholder of GMAC Commercial Mortgage Corporation: We have examined management's assertion, dated February 14, 2005, 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, 2004 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, 2004 is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP February 14, 2005 Exhibit I Management Assertion Concerning Compliance With Minimum Master Servicing Standards February 14, 2005 As of and for the year ended December 31, 2004, 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 to timely prepare bank reconciliations for custodial bank accounts and timely clear reconciling items, for which the company was not in compliance during the year. As of December 31, 2004, the company was covered by various General Motors Corporation insurance policies providing $300 million of fidelity bond insurance and $100 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 277 PARK AVE FINANCE CORP ACMF I SERIES 1997-Cl AETNA, SERIES 1995-C5 AMC DEPOSITOR, SERIES 1999-1 ASC, SERIES 1996-D3 ASC, SERIES 1997-D4 ASW, SERIES 1993-2 ATHERTON - PAINE WEBBER WHSE ATHERTON, SERIES 1997-1 ATHERTON, SERIES 1998-A ATHERTON, SERIES 1999-A BACM, SERIES 2001-Cl BANK OF AMERICA 2002-X1 BKB, SERIES 1997-Cl Cal West Trust II CALSTRS, SERIES 2002-C6 CAPCO, SERIES 1998-D7 CAPITAL TRUST RE CDO 2004-1 CBM, SERIES 1996-1 CDC, SERIES 2002-FX1 CG, 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, SERIES 2001-FL1 CHASE-FIRST UNION, 1999-1 CITIBANK, SERIES 1994-C2 CITICORP LEASE TRUST, SERIES 1999-1 COLUMBIA CTR TRUST, 2000-CCT COLUMN, SERIES 2002-CCL1 COMM, SERIES 2001-FL5 COMM, SERIES 2001-J2 COMM, SERIES 2003-LNB1 COMM, Series 2004-LNB2 COMM, Series 2004-LNB4 CSFB, SERIES 1995-M1 CSFB, SERIES 1997-PS1 CSFB, SERIES 1998-PS2 CSFB, SERIES 1999-PS3 CSFB, SERIES 2000-Cl CSFB, SERIES 2000-PS4 CSFB, SERIES 2001-CF2 CSFB, SERIES 2001-SPG1 DAIWA, SERIES 1993-1 DENVER PUBLIC SCHOOLS RET. DEUTSCHE BANC MORTGAGE (184) DLJ, SERIES 1996-CF1 DLJ, SERIES 1997-CF1 DLJ-FB, SERIES 1994-MF1 ED I ED II EMAC, SERIES 1998-1 EMAC, SERIES 1999-1 EMAC, SERIES 2000-1 FIRST BOSTON, SERIES 1995-MF1 FMAC, SERIES 1991-A FMAC, SERIES 1993-B FMAC, SERIES 1994-A FMAC, SERIES 1995-B FMAC, SERIES 1996-B FMAC, SERIES 1997-A FMAC, SERIES 1997-B FMAC, SERIES 1997-C FMAC, SERIES 1998-A FMAC, SERIES 1998-B FMAC, SERIES 1998-C FMAC, SERIES 1998-D FMAC, SERIES 2000-A FMHA FNMA, SERIES 1998-M1 FOREST CITY, SERIES 1994-1 FREEHOLD RACEWAY MALL 2001-FRM G3 STRATEGIC INV. LP 2002 WL1 GAFCO FRANCHISE 1998-1 GFCM 2003-1 GGP MALL PROP TR, SERIES 2001-GGP1 GIA SERIES 2001-A GMACCM 2003-C2 GMACCM CANADA, SERIES 2002-FL1 GMACCM HF1, SERIES 1999-1 GMACCM HF1, SERIES 1999-2 GMACCM Seniors 2003-A GMACCM, SERIES 1996-Cl GMACCM, SERIES 1996-C2 GMACCM, SERIES 1997-C1 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-CTL1 GMACCM, SERIES 2000-C1 GMACCM, SERIES 2000-C2 GMACCM, SERIES 2000-C3 GMACCM, SERIES 2000-FL1 GMACCM, SERIES 2000-FLA GMACCM, SERIES 2000-FLB GMACCM, SERIES 2000-FLE GMACCM, SERIES 2000-FLF GMACCM, SERIES 2001-A GMACCM, SERIES 2001-C1 GMACCM, SERIES 2001-C2 GMACCM, SERIES 2001-FL1 GMACCM, SERIES 2001-FLA GMACCM, SERIES 2002-C1 GMACCM, SERIES 2002-C2 GMACCM, SERIES 2002-C3 GMACCM, SERIES 2002-FL1 GMACCM, SERIES 2002-LT GMACCM, SERIES 2003 DOUBLE EAGLE GMACCM, SERIES 2003-C1 GMACCM, Series 2003-C3 GMACCM, SERIES 2003-FL1 GMACCM, SERIES 2003-FLA GMACCM, SERIES 2003-FL-SNF GMACCM, Series 2003-PMSRLP GMACCM, Series 2004-C1 GMACCM, SERIES 2004-C2 GMACCM, Series 2004-C3 G-MAX 2002 FL-A G-MAX 2002-FX-1 GSMCII, Series 2003-C1 GSMSC II, SERIES 1997-GLI GSMSC II, SERIES 1998-C1 GSMSC II, SERIES 1998-GLII GSMSC II, SERIES 1999-C1 GSMSC II, SERIES 2001-1285 GSMSC II, SERIES 2001-GL3 GSMSC II, SERIES 2001-ROCK GSMSC II, SERIES 2002-GSFL V HUD IPS, SERIES 2003-1 ISTAR, SERIES 2002-1 ISTAR, SERIES 2003-1 JPMC 2002-C3 JPMC, SERIES 2001-A JPMC, SERIES 2001-CIBC1 JPMC, Series 2004-C1 JPMC, SERIES 2004-C2 JPMC, Series 2004-CIBC10 JPMC, Series 2004-CIBC8 JPMC, SERIES 2004-CIBC9 JPMC, SERIES 2004-LN2 KS MORTGAGE CAP, SERIES 1995-1 LAKEWOOD MALL LEHMAN, SERIES 1992-1 LEHMAN, SERIES 1992-2 LEHMAN, SERIES 1994-C2 LEHMAN, SERIES 1995-C2 LEHMAN, SERIES 1996-1 LEHMAN, SERIES 1996-C2 LEHMAN, SERIES 1998-C1 LEHMAN, SERIES 2003-C4 LIBRARY TOWER, SERIES 1998-1 LLL, SERIES 1997-LL1 LONG LANE MASTER TRUST IV LTC, SERIES 1996-1 LTC, SERIES 1998-1 MALL O1 AMERICA, SERIES 2000-1 MCF, SERIES 1993-C1-C2 MCF, SERIES 1995-MC1 MCF, SERIES 1996-MC1 MCF, SERIES 1996-MC2 MCF, SERIES 1998-MC1 MCF, SERIES 1998-MC3 MERRILL, SERIES 1995-C1 MERRILL, SERIES 1995-C2 MERRILL, SERIES 1995-C3 MERRILL, SERIES 1996-C1 MERRILL, SERIES 1997-C1 MERRILL, SERIES 1998-Cl-CTL MERRILL, SERIES 1999-C2 MERRILL, SERIES 2000-C3 MERRILL, SERIES 2000-C4 MERRILL, SERIES 2001-C5 MERRILL, SERIES 2001-LBC MERRILL, SERIES 2002-BC2P MERRILL, SERIES 2002-C7 MERRILL, SERIES 2002-C8 MERRILL, SERIES 2003-C10 MERRILL, SERIES 2003-C11 ML, SERIES 2003-C9 MORGAN, SERIES 1996-C1 MORGAN, SERIES 1997-C1 MORGAN, SERIES 1997-XL I MORGAN, SERIES 1998-CF1 MORGAN, SERIES 1998-HF1 MORGAN, SERIES 1998-HF2 MORGAN, SERIES 1999-RM1 MORGAN, SERIES 2002-HQ MSCI 2004-HQ4 MSDW 2003-1Q4 MSDW CAPTIAL I TRUST 2002-1Q3 MSDW, SERIES 1997-HF1 MSDW, SERIES 1999-FNV1 MSDW, SERIES 2001-IQ MSDW, SERIES 2001-PPM MSDW, SERIES 2002-WM MSDW, Series 2003-IQ5 NATIONS LINK, SERIES 1996-1 NB, SERIES-DMC NEW ENDLAND MUTUAL LIFE, SERIES 1993-1 NOMURA MEGADEAL, SERIES 1995-MD IV NOMURA MEGADEAL, SERIES 1996-MD V NOMURA, SERIES 1993-1 NOMURA, SERIES 1994-MD1 NOMURA, SERIES 1996 MD VI NOMURA, SERIES 1998-D6 NOMURA, SERIES 1998-STI OREGAN, SERIES 1995-1 PAINE WEBBER, SERIES 1996-M1 REAL-T, Series 2004-1 SALOMON, SERIES 1999-C1 SALOMON, SERIES 2000-C1 SASCO, SERIES 1995-C4 SC FUNDING, SERIES 1993-1 SDG MACERICH PROPERTIES LP CMO SL COMMERCIAL, SERIES 1997-C1 SOLAR TRUST, SERIES 2001-1 SOLAR TRUST, SERIES 2002-1 Solar Trust, Series 2003-CC1 STRUCTURED MTG, SERIES 1994-M1 U-HAUL, SERIES 1993-1 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 investment account 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 the subservicer. 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 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 servicing agreements. 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 were derived form the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers, and the Independent Auditors Report on management's assertions shall be reviewed, and if material exceptions are found, appropriate corrective action will be taken. 2. An annual certification from each subservicer stating that the subservicer is in compliance with its subservicer agreement shall be obtained by April 30th for the previous calendar year. EX-99.1 (b) (logo)Deloitte Deloitte & Touche LLP Suite 400 1010 Grand Boulevard Kansas City, MO 64106-2232 USA Tel: +1 816 474 6180 www.deloitte.com 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 Assertion dated 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. /s/ Deloitte & Touche LLP February 15, 2005 Member of Deloitte Touche Tohmatsu 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 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 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 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 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 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. 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. EX-99.1 (c) (logo) PRICEWATERHOUSECOOPERS PricewaterhouseCoopers LLP 300 Madison Ave. New York NY 10017 Telephone (646) 471 3000 Facsimile (813) 286 6000 Direct phone (646) 471-7516 Direct fax (646) 471-8967 Report of Independent Auditors To the Board of Directors of PMCC Holding Company: We have examined the assertion, dated March 15, 2005, by management of Prudential Asset Resources, Inc. (the "Company"), your indirect, wholly-owned subsidiary, about the Company's compliance with its established minimum servicing policy ("Servicing Policy"), which was derived from the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP"), as of December 31, 2004 and for the fiscal year then ended, included in the accompanying management assertion (see Exhibit I). Management is responsible for the Company's compliance with the 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 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 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 on the Company's compliance with the Servicing Policy. In our opinion, management's assertion that the Company complied with the aforementioned Servicing Policy as of and for the fiscal year then ended December 31, 2004 is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP March 18, 2005 EX-99.1 (d) (logo) KPMG KPMG LLP 55 Second Street San Francisco, CA 94105 Independent Accountants' Report The Board of Directors Wells Fargo Bank, N.A.: We have examined management's assertion about Wells Fargo Commercial Mortgage Servicing's (a division of Wells Fargo Bank, N.A.) compliance with the minimum servicing standards set forth in the Mortgage Bankers Association of America's (MBA's) Uniform Single Attestation Program for Mortgage Bankers (USAP), except for minimum servicing standards V.4 and VI.1, which the MBA has interpreted as being inapplicable to the servicing of commercial and multi-family loans, as of and for the year ended December 31, 2004 included in the accompanying management assertion. Management is responsible for Wells Fargo Commercial Mortgage Servicing's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about Wells Fargo Commercial Mortgage Servicing's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about Wells Fargo Commercial Mortgage Servicing's compliance with the 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 Wells Fargo Commercial Mortgage Servicing's compliance with the minimum servicing standards. In our opinion, management's assertion that, except for minimum servicing standards V.4 and VI.l, which the MBA has interpreted as being inapplicable to the servicing of commercial and multi-family loans, Wells Fargo Commercial Mortgage Servicing has complied in all material respects with the aforementioned minimum servicing standards as of and for the year ended December 31, 2004 is fairly stated, in all material respects. /s/ KPMG LLP February 25, 2005 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-99.1 (e) (logo) KPMG KPMG LLP 55 Second Street San Francisco, CA 94105 Independent Accountants' Report The Board of Directors Wells Fargo Bank, N.A.: We have examined management's assertion about Wells Fargo Commercial Mortgage Servicing's (a division of Wells Fargo Bank, N.A.) compliance with the minimum servicing standards set forth in the Mortgage Bankers Association of America's (MBA's) Uniform Single Attestation Program for Mortgage Bankers (USAP), except for minimum servicing standards V.4 and VI.1, which the MBA has interpreted as being inapplicable to the servicing of commercial and multi-family loans, as of and for the year ended December 31, 2004 included in the accompanying management assertion. Management is responsible for Wells Fargo Commercial Mortgage Servicing's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about Wells Fargo Commercial Mortgage Servicing's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about Wells Fargo Commercial Mortgage Servicing's compliance with the 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 Wells Fargo Commercial Mortgage Servicing's compliance with the minimum servicing standards. In our opinion, management's assertion that, except for minimum servicing standards V.4 and VI.l, which the MBA has interpreted as being inapplicable to the servicing of commercial and multi-family loans, Wells Fargo Commercial Mortgage Servicing has complied in all material respects with the aforementioned minimum servicing standards as of and for the year ended December 31, 2004 is fairly stated, in all material respects. /s/ KPMG LLP February 25, 2005 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-99.2 (a) Exhibit I Management's Assertion Concerning Compliance With Minimum Master Servicing Standards February 14, 2005 As of and for the year ended December 31, 2004, 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 to timely prepare bank reconciliations for custodial bank accounts and timely clear reconciling items, for which the company was not in compliance during the year. As of December 31, 2004, the company was covered by various General Motors Corporation insurance policies providing $300 million of fidelity bond insurance and $100 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 277 PARK AVE FINANCE CORP ACMF I SERIES 1997-Cl AETNA, SERIES 1995-C5 AMC DEPOSITOR, SERIES 1999-1 ASC, SERIES 1996-D3 ASC, SERIES 1997-D4 ASW, SERIES 1993-2 ATHERTON - PAINE WEBBER WHSE ATHERTON, SERIES 1997-1 ATHERTON, SERIES 1998-A ATHERTON, SERIES 1999-A BACM, SERIES 2001-Cl BANK OF AMERICA 2002-X1 BKB, SERIES 1997-Cl Cal West Trust II CALSTRS, SERIES 2002-C6 CAPCO, SERIES 1998-D7 CAPITAL TRUST RE CDO 2004-1 CBM, SERIES 1996-1 CDC, SERIES 2002-FX1 CG, 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, SERIES 2001-FL1 CHASE-FIRST UNION, 1999-1 CITIBANK, SERIES 1994-C2 CITICORP LEASE TRUST, SERIES 1999-1 COLUMBIA CTR TRUST, 2000-CCT COLUMN, SERIES 2002-CCL1 COMM, SERIES 2001-FL5 COMM, SERIES 2001-J2 COMM, SERIES 2003-LNB1 COMM, Series 2004-LNB2 COMM, Series 2004-LNB4 CSFB, SERIES 1995-M1 CSFB, SERIES 1997-PS1 CSFB, SERIES 1998-PS2 CSFB, SERIES 1999-PS3 CSFB, SERIES 2000-Cl CSFB, SERIES 2000-PS4 CSFB, SERIES 2001-CF2 CSFB, SERIES 2001-SPG1 DAIWA, SERIES 1993-1 DENVER PUBLIC SCHOOLS RET. DEUTSCHE BANC MORTGAGE (184) DLJ, SERIES 1996-CF1 DLJ, SERIES 1997-CF1 DLJ-FB, SERIES 1994-MF1 ED I ED II EMAC, SERIES 1998-1 EMAC, SERIES 1999-1 EMAC, SERIES 2000-1 FIRST BOSTON, SERIES 1995-MF1 FMAC, SERIES 1991-A FMAC, SERIES 1993-B FMAC, SERIES 1994-A FMAC, SERIES 1995-B FMAC, SERIES 1996-B FMAC, SERIES 1997-A FMAC, SERIES 1997-B FMAC, SERIES 1997-C FMAC, SERIES 1998-A FMAC, SERIES 1998-B FMAC, SERIES 1998-C FMAC, SERIES 1998-D FMAC, SERIES 2000-A FMHA FNMA, SERIES 1998-M1 FOREST CITY, SERIES 1994-1 FREEHOLD RACEWAY MALL 2001-FRM G3 STRATEGIC INV. LP 2002 WL1 GAFCO FRANCHISE 1998-1 GFCM 2003-1 GGP MALL PROP TR, SERIES 2001-GGP1 GIA SERIES 2001-A GMACCM 2003-C2 GMACCM CANADA, SERIES 2002-FL1 GMACCM HF1, SERIES 1999-1 GMACCM HF1, SERIES 1999-2 GMACCM Seniors 2003-A GMACCM, SERIES 1996-Cl GMACCM, SERIES 1996-C2 GMACCM, SERIES 1997-C1 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-CTL1 GMACCM, SERIES 2000-C1 GMACCM, SERIES 2000-C2 GMACCM, SERIES 2000-C3 GMACCM, SERIES 2000-FL1 GMACCM, SERIES 2000-FLA GMACCM, SERIES 2000-FLB GMACCM, SERIES 2000-FLE GMACCM, SERIES 2000-FLF GMACCM, SERIES 2001-A GMACCM, SERIES 2001-C1 GMACCM, SERIES 2001-C2 GMACCM, SERIES 2001-FL1 GMACCM, SERIES 2001-FLA GMACCM, SERIES 2002-C1 GMACCM, SERIES 2002-C2 GMACCM, SERIES 2002-C3 GMACCM, SERIES 2002-FL1 GMACCM, SERIES 2002-LT GMACCM, SERIES 2003 DOUBLE EAGLE GMACCM, SERIES 2003-C1 GMACCM, Series 2003-C3 GMACCM, SERIES 2003-FL1 GMACCM, SERIES 2003-FLA GMACCM, SERIES 2003-FL-SNF GMACCM, Series 2003-PMSRLP GMACCM, Series 2004-C1 GMACCM, SERIES 2004-C2 GMACCM, Series 2004-C3 G-MAX 2002 FL-A G-MAX 2002-FX-1 GSMCII, Series 2003-C1 GSMSC II, SERIES 1997-GLI GSMSC II, SERIES 1998-C1 GSMSC II, SERIES 1998-GLII GSMSC II, SERIES 1999-C1 GSMSC II, SERIES 2001-1285 GSMSC II, SERIES 2001-GL3 GSMSC II, SERIES 2001-ROCK GSMSC II, SERIES 2002-GSFL V HUD IPS, SERIES 2003-1 ISTAR, SERIES 2002-1 ISTAR, SERIES 2003-1 JPMC 2002-C3 JPMC, SERIES 2001-A JPMC, SERIES 2001-CIBC1 JPMC, Series 2004-C1 JPMC, SERIES 2004-C2 JPMC, Series 2004-CIBC10 JPMC, Series 2004-CIBC8 JPMC, SERIES 2004-CIBC9 JPMC, SERIES 2004-LN2 KS MORTGAGE CAP, SERIES 1995-1 LAKEWOOD MALL LEHMAN, SERIES 1992-1 LEHMAN, SERIES 1992-2 LEHMAN, SERIES 1994-C2 LEHMAN, SERIES 1995-C2 LEHMAN, SERIES 1996-1 LEHMAN, SERIES 1996-C2 LEHMAN, SERIES 1998-C1 LEHMAN, SERIES 2003-C4 LIBRARY TOWER, SERIES 1998-1 LLL, SERIES 1997-LL1 LONG LANE MASTER TRUST IV LTC, SERIES 1996-1 LTC, SERIES 1998-1 MALL O1 AMERICA, SERIES 2000-1 MCF, SERIES 1993-C1-C2 MCF, SERIES 1995-MC1 MCF, SERIES 1996-MC1 MCF, SERIES 1996-MC2 MCF, SERIES 1998-MC1 MCF, SERIES 1998-MC3 MERRILL, SERIES 1995-C1 MERRILL, SERIES 1995-C2 MERRILL, SERIES 1995-C3 MERRILL, SERIES 1996-C1 MERRILL, SERIES 1997-C1 MERRILL, SERIES 1998-Cl-CTL MERRILL, SERIES 1999-C2 MERRILL, SERIES 2000-C3 MERRILL, SERIES 2000-C4 MERRILL, SERIES 2001-C5 MERRILL, SERIES 2001-LBC MERRILL, SERIES 2002-BC2P MERRILL, SERIES 2002-C7 MERRILL, SERIES 2002-C8 MERRILL, SERIES 2003-C10 MERRILL, SERIES 2003-C11 ML, SERIES 2003-C9 MORGAN, SERIES 1996-C1 MORGAN, SERIES 1997-C1 MORGAN, SERIES 1997-XL I MORGAN, SERIES 1998-CF1 MORGAN, SERIES 1998-HF1 MORGAN, SERIES 1998-HF2 MORGAN, SERIES 1999-RM1 MORGAN, SERIES 2002-HQ MSCI 2004-HQ4 MSDW 2003-1Q4 MSDW CAPTIAL I TRUST 2002-1Q3 MSDW, SERIES 1997-HF1 MSDW, SERIES 1999-FNV1 MSDW, SERIES 2001-IQ MSDW, SERIES 2001-PPM MSDW, SERIES 2002-WM MSDW, Series 2003-IQ5 NATIONS LINK, SERIES 1996-1 NB, SERIES-DMC NEW ENDLAND MUTUAL LIFE, SERIES 1993-1 NOMURA MEGADEAL, SERIES 1995-MD IV NOMURA MEGADEAL, SERIES 1996-MD V NOMURA, SERIES 1993-1 NOMURA, SERIES 1994-MD1 NOMURA, SERIES 1996 MD VI NOMURA, SERIES 1998-D6 NOMURA, SERIES 1998-STI OREGAN, SERIES 1995-1 PAINE WEBBER, SERIES 1996-M1 REAL-T, Series 2004-1 SALOMON, SERIES 1999-C1 SALOMON, SERIES 2000-C1 SASCO, SERIES 1995-C4 SC FUNDING, SERIES 1993-1 SDG MACERICH PROPERTIES LP CMO SL COMMERCIAL, SERIES 1997-C1 SOLAR TRUST, SERIES 2001-1 SOLAR TRUST, SERIES 2002-1 Solar Trust, Series 2003-CC1 STRUCTURED MTG, SERIES 1994-M1 U-HAUL, SERIES 1993-1 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 investment account 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 the subservicer. 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 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 servicing agreements. 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 were derived form the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers, and the Independent Auditors Report on management's assertions shall be reviewed, and if material exceptions are found, appropriate corrective action will be taken. 2. An annual certification from each subservicer stating that the subservicer is in compliance with its subservicer agreement shall be obtained by April 30th for the previous calendar year. EX-99.2 (b) (logo) MIDLANDLOANSERVICES 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. As of 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. Danforth Douglas D. Danforth CEO/President /s/ Steven W. Smith Steven W. Smith COO/Executive Vice President /s/ Dave Bodi Dave Bodi COO/Executive Vice President February 15, 2005 A Member of the PNC Financial Services Group 10851 Mastin P.O. Box 25965 Shawnee Mission Kansas 66225-5965 www.midlandls.com 913 253 9000 T 913 253 9709 F 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 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 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 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 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 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. 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. EX-99.2 (c) (logo) Prudential Financial EXHIBIT I March 15, 2005 Assertion of Management of Prudential Asset Resources, Inc. As of December 31, 2004, and for the fiscal year then ended, Prudential Asset Resources, Inc., (the "Servicer") has complied in all material respects with the minimum servicing standards set forth in the Servicer's minimum servicing policy (attached in Schedule A), which were derived from the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP"). For the period from January 1, 2004 through June 28, 2004 the Servicer had in effect a fidelity bond and errors and omissions policies in the amounts of $40,000,000 each. From June 29, 2004 through December 31, the Servicer had in effect a fidelity bond and errors and omissions policies in the amounts of $50,000,000 each. /s/ David Twardock David Twardock, Director Prudential Asset Resources, Inc. 3/15/05 Date /s/ Ann Hambly Ann Hambly, President and Chief Executive Officer Prudential Asset Resources, Inc. 3/15/05 Date /s/ James McCarthy James McCarthy, Comptroller Prudential Asset Resources, Inc. 3/15/05 Date SCHEDULE A PRUDENTIAL ASSET RESOURCES, INC. MINIMUM 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; * be reviewed and approved by someone other than the person who prepared the reconciliation; and * 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 as specified in the servicing agreement in cases where there is an overdraft in an investor's or a mortgagor's account and an advance is specified in the Investor's Servicing Agreement. 3. All cash for each custodial account shall be maintained at a federally insured depository institution on behalf of the applicable investor or in an investment account in accordance with the applicable servicing agreement requirements. 4. Escrow funds held on behalf of 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 which are properly identified with the Company's loan account number and agree to the total amount of the scheduled payment due shall be deposited into the related custodial bank accounts within two business days of deposit in the clearing bank account. Any mortgage payments which do not meet these parameters will be researched and deposited into the appropriate bank 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 for those loans that are escrowed shall be made on or before the penalty or insurance policy expirations date, 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, and the mortgagor has agreed with the amounts due. 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. Monthly investor reports shall be sent on a monthly basis listing the total unpaid principal balance and number of loans serviced. 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 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, if required to be paid or credited to the mortgagor by the mortgage documents, shall be paid, or credited, in accordance with the terms of the mortgage documents. VI. DELINQUENCIES 1. Records documenting collections 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 (e.g. 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. EX-99.2 (d) (logo) WELLS FARGO Commercial Mortgage Servicing P.O. Box 4036, Concord, CA 94524 1320 Willow Pass Rd., Ste. 205 Concord, CA 94520 800 986-9711 Management Assertion February 25, 2005 As of and for the year ended December 31, 2004, Wells Fargo Commercial Mortgage Servicing, a division of Wells Fargo Bank, N.A., which is a wholly owned subsidiary of Wells Fargo & Company, complied in all material respects with the minimum servicing criteria set forth in the Mortgage Bankers Association of America's (MBA) Uniform Single Attestation Program for Mortgage Bankers (USAP), except for minimum servicing standards V.4 and VI.1, which the MBA has interpreted as being inapplicable to the servicing of commercial and multi-family loans. As of and for the year ended December 31, 2004, Wells Fargo Commercial Mortgage Servicing had in effect a fidelity bond in the amount of $50,000,000 and errors and omissions policy in the amount of $50,000,000. Very Truly Yours, Wells Fargo Commercial Mortgage Servicing /s/ Daniel Bober Daniel Bober Senior Vice President Wells Fargo Commercial Mortgage Servicing /s/ Lisa Collins Lisa Collins Vice President Wells Fargo Commercial Mortgage Servicing Operations EX-99.2 (e) (logo) WELLS FARGO Commercial Mortgage Servicing P.O. Box 4036, Concord, CA 94524 1320 Willow Pass Rd., Ste. 205 Concord, CA 94520 800 986-9711 Management Assertion February 25, 2005 As of and for the year ended December 31, 2004, Wells Fargo Commercial Mortgage Servicing, a division of Wells Fargo Bank, N.A., which is a wholly owned subsidiary of Wells Fargo & Company, complied in all material respects with the minimum servicing criteria set forth in the Mortgage Bankers Association of America's (MBA) Uniform Single Attestation Program for Mortgage Bankers (USAP), except for minimum servicing standards V.4 and VI.1, which the MBA has interpreted as being inapplicable to the servicing of commercial and multi-family loans. As of and for the year ended December 31, 2004, Wells Fargo Commercial Mortgage Servicing had in effect a fidelity bond in the amount of $50,000,000 and errors and omissions policy in the amount of $50,000,000. Very Truly Yours, Wells Fargo Commercial Mortgage Servicing /s/ Daniel Bober Daniel Bober Senior Vice President Wells Fargo Commercial Mortgage Servicing /s/ Lisa Collins Lisa Collins Vice President Wells Fargo Commercial Mortgage Servicing Operations EX-99.3 (a) (logo) GMAC Commercial Mortgage Annual Statement as to Compliance For the Year Ended December 31, 2004 JPM Commercial Mortgage Securities Corp Series 2004-LN2 Pursuant to Section 3.13 of the Pooling and Servicing Agreement governing the referenced transaction, I hereby attest that: i. A review of the activities of GMAC Commercial Mortgage Corporation, as Servicer during the period, and of its performance under this Subservicing Agreement, has been made under my supervision. ii. To the best of my knowledge, based on such review, GMAC Commercial Mortgage Corporation as, Servicer, has fulfilled in all material respects its obligations under this Subservicing Agreement throughout the period. iii. GMAC Commercial Mortgage Corporation, as Servicer, has received no notice regarding qualifications, or challenging the status the Lower Tier REMIC or the Upper-Tier REMIC, as a REMIC from the Internal Revenue Service or any other governmental agency or body. GMAC COMMERCIAL MORTGAGE CORPORATION /s/ Brian T. Stauffer By: Brian T. Stauffer Title: Senior Vice President Date: February 20, 2005 200 Witmer Road * P.O. Box 1015 * Horsham, PA 19044-8015 EX-99.3 (b) (logo) MIDLANDLOANSERVICES March 8, 2005 Ms. Barbara L. Marik First Vice President LaSalle Bank National Association 135 South LaSalle Street, Suite 1625 Chicago, IL USA 60603-0000 VIA UPS (312) 904-7323 Bear Stearns Commercial Mortgage Securities, Commercial Mortgage Pass- Through Certificates, Series 2004-PWR5 Pooling and Servicing Agreement OFFICER'S CERTIFICATE Pursuant to the requirements of that certain Pooling and Servicing Agreement governing the referenced Trust (the "PSA"), it is hereby certified that (i) the undersigned has completed a review of the servicer's performance of its obligations under the PSA for the preceding calendar year; (ii) to the best of the undersigned's knowledge on the basis of that review the servicer has fulfilled all of its obligations under the PSA throughout such period in all material respects; (iii) to the best of the undersigned's knowledge, the subservicer, of the servicer under the PSA, if any, has fulfilled its obligations under its sub-servicing agreement in all material respects; and, (iv) no notice has been received from any governmental agency or body which would indicate a challenge or question as to the status of the Trust's qualification as a REMIC under the U.S. Code. /s/ Steven w. Smith 3/8/05 Steven W. Smith Date Executive Vice President A member of The PNC Financial Services Group 10851 Mastin Suite 300 Overland Park Kansas 66210 www.midlandls.com EX-99.3 (c) (logo) Prudential Financial Prudential Asset Resources 2200 Ross Avenue, Suite 4900E, Dallas, TX 75201 Tel 214-777-4500 Fax 214-777-4556 Annual Officer Statement of Compliance To: (see attached Distribution List) Re: Commercial Mortgage Pass-Through Certificates, Series 2004-PWR5 I, Ann Hambly, President and CEO of Prudential Asset Resources, Inc. (the "Company") hereby certify with regard to the Company's role as a Master Servicer under the Pooling and Servicing Agreement, (the "Agreement") dated as of October 1, 2004 pertaining to the mortgage loans backing the above-referenced certificates, that (i) a review of the activities of the Company as a Master Servicer and a Special Servicer under the Agreement during the preceding calendar year and of its performance under the Agreement has been made under my supervision; (ii) to the best of my knowledge, based on such review, the Company has fulfilled all of its obligations under the Agreement in all material respects throughout such year; and (iii) the Company has received no notice regarding the qualification, or challenging the status of any REMIC Pool created by the Agreement as a REMIC or either Grantor Trust Pool as a Grantor Trust, from the IRS or any other governmental agency or body. Effective Date of Certification: March 10, 2005 /s/ Ann Hambly Ann Hambly, President & CEO March 10, 2005 Re: Series 2004-PWR5 Commercial Mortgage Pass-Through Certificates DISTRIBUTION LIST LASALLE BANK NATIONAL ASSOCIATION 135 South LaSalle Street, Suite 1625 Chicago, Illinois 60603 Attention: Asset-Backed Securities Trust Services Group, Bear Stearns Commercial Mortgage Securities, Inc., Series 2004-PWR5 WELLS FARGO BANK, N.A. 9062 Old Annapolis Road Columbia, Maryland 21045 Attention: Corporate Trust Administration (CMBS), Bear Stearns Commercial Mortgage Securities, Inc., Series 2004-PWR5 BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES, INC. 383 Madison Avenue New York, New York 10179 Attention: J. Christopher Hoeffel MOODY'S INVESTORS SERVICE, INC 99 Church Street New York, New York 10007 Attention: Commercial MBS Monitoring Department FITCH, INC. One State Street Plaza New York, New York 10004 Attention: Commercial Mortgage Surveillance DOMINION BOND RATING SERVICE, INC. 20 North Clark Street, 8th Floor Chicago, Illinois 60602 Attention: Commercial Mortgage Surveillance Group. EX-99.3 (d) ANNUAL STATEMENT AS TO COMPLIANCE OFFICER'S CERTIFICATE RE: Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-PWR5 In accordance with section 3.13 of the Pooling and Servicing Agreement, (the "Agreement") dated October 1, 2004 executed by and between Bear Stearns Commercial Mortgage Securities Inc., (as "Depositor"), Prudential Asset Resources, Inc., (as a "Master Servicer"), Wells Fargo Bank National Association, (as a "Master Servicer"), Midland Loan Services, Inc., (as "Special Servicer"), Wells Fargo Bank National Association, (as "Certificate Administrator" and as "Tax Administrator"), LaSalle Bank National Association, (as "Trustee"), ABN AMRO Bank N.V., (as "Fiscal Agent") as authorized officer of the Master Servicer, Wells Fargo Bank National Association, I certify that (i) a review of the activities of such Master Servicer, during the preceding calendar year and of its performance under this Agreement has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, such Master Servicer, has fulfilled all of its obligations under this Agreement in all material respects throughout such year and (iii) such Master Servicer, has received no notice regarding the qualification, or challenging the status, of any REMIC Pool as a REMIC or either Grantor Trust Pool as a Grantor Trust from the IRS or any other governmental agency or body. Wells Fargo Bank, National Association "Master Servicer" /s/ David Huebner David Huebner Vice President Wells Fargo Bank National Association Commercial Mortgage Servicing EX-99.3 (e) ANNUAL STATEMENT AS TO COMPLIANCE OFFICER'S CERTIFICATE RE: Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-PWR4 In accordance with section 3.13 of the Pooling and Servicing Agreement, (the "Agreement") dated June 1, 2004 executed by and between Bear Stearns Commercial Mortgage Securities Inc., (as "Depositor"), Prudential Asset Resources, Inc., (as a "Master Servicer" and "Shell Plaza Special Servicer"), Wells Fargo Bank National Association, (as a "Master Servicer"), ARCAP Servicing Inc., (as "General Special Servicer"), Wells Fargo Bank National Association, (as "Certificate Administrator" and as "Tax Administrator"), LaSalle Bank National Association, (as "Trustee"), ABN AMRO Bank N.V., (as "Fiscal Agent") and The Prudential Insurance Company of America, (as "Shell Plaza Non-Pooled Subordinate Noteholder") as authorized officer of the Master Servicer, Wells Fargo Bank National Association, I certify that (i) a review of the activities of such Master Servicer, during the preceding calendar year and of its performance under this Agreement has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, such Master Servicer, has fulfilled all of its material obligations under this Agreement in all material respects throughout such year and (iii) such Master Servicer, has received no notice regarding the qualification, or challenging the status, of any REMIC Pool as a REMIC or either Grantor Trust Pool as a Grantor Trust from the IRS or any other governmental agency or body. Wells Fargo Bank, National Association "Master Servicer" /s/ David Huebner David Huebner Vice President Wells Fargo Bank National Association Commercial Mortgage Servicing Ex-99.4 Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders Class Interest Principal Losses Ending Balance A-1 667,550.20 2,262,470.58 0.00 104,737,529.42 A-2 1,106,040.00 0.00 0.00 156,000,000.00 A-3 1,019,516.66 0.00 0.00 134,000,000.00 A-4 805,166.66 0.00 0.00 100,000,000.00 A-5 4,804,425.44 0.00 0.00 579,079,000.00 B 246,776.68 0.00 0.00 29,291,000.00 C 78,424.58 0.00 0.00 9,250,000.00 D 171,793.34 0.00 0.00 20,042,000.00 E 120,758.76 0.00 0.00 13,875,000.00 F 140,876.54 0.00 0.00 15,416,000.00 G 88,423.90 0.00 0.00 9,250,000.00 H 179,221.97 0.00 0.00 18,500,000.00 J 36,175.20 0.00 0.00 4,625,000.00 K 36,175.20 0.00 0.00 4,625,000.00 L 48,236.22 0.00 0.00 6,167,000.00 M 36,175.20 0.00 0.00 4,625,000.00 N 36,175.20 0.00 0.00 4,625,000.00 P 24,114.20 0.00 0.00 3,083,000.00 Q 108,530.64 0.00 0.00 13,875,641.00 R-I 0.00 0.00 0.00 0.00 R-II 0.00 0.00 0.00 0.00 R-III 0.00 0.00 0.00 0.00 V 0.00 0.00 0.00 0.00 X1 149,734.99 0.00 0.00 1,231,066,170.42 X2 2,038,710.77 0.00 0.00 1,194,309,000.00

Bear Stearns Commercial Mortgage Securities Trust 2004-PWR5 10-K