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Suite 2300
Charlotte, NC 28202-1911

Independent Accountants' Report

The Board of Directors
First Union National Bank:

We have examined management's assertion, included in the accompanying management
assertion,  that First Union  National Bank (the Bank) complied with the minimum
servicing  standards 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 multifamily  loans, as of
and for the year ended  December 31, 1999.  Management  is  responsible  for the
Bank's compliance with those minimum servicing standards.  Our responsibility is
to  express an opinion on  management's  assertion  about the Bank'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 Bank's compliance with
thc applicable 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 Bank's  compliance with the applicable
minimum servicing standards.

In our  opinion,  management's  assertion  that  the Bank  has  complied  in all
material respects with the aforementioned applicable minimum servicing standards
as of and for the year ended December 31, 1999 is fairly stated, in all material
respects.


KPMG LLP
February 4, 2000



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