item 14 principal accounting fees services applicable part iv item 15 item 7 managements discussion analysis financial condition results operation applicable item 7a item 7a quantitative qualitative disclosures market risk applicable item 8 item 8 financial statements supplementary data applicable item 9 item 15 exhibits financial statement schedules exhibits 311 rule 13a14a15d14a certification 991 annual independent accountants servicing reports concerning servicing activities 992 report management compliance minimum servicing standards 993 annual statements compliance pooling servicing agreements 994 aggregate statement principal interest distributions certificate holders b exhibits required filed registrant pursuant item 601 regulation sk listed c none filed herewith signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized morgan stanley capital inc registrant signed wells fargo bank na master servicer kathryn oneal managing directorhead servicing kathryn oneal managing directorhead servicing dated march 29 2006 exhibit index exhibit ex311 rule 13a14a15d14a certification morgan stanley capital 2005top19 issued pursuant pooling servicing agreement dated july 1 2005 pooling servicing agreement among morgan stanley capital inc depositor wells fargo bank national association master servicer master servicer arcap servicing inc special servicer special servicer lasalle bank national association trustee wells fargo bank national association paying agent paying agent abn amro bank nv fiscal agent fiscal agent kathryn oneal certify 1 reviewed annual report form 10k annual report reports form 8k containing distribution servicing reports collectively annual report reports filed respect periods included year covered annual report morgan stanley capital inc commercial mortgage passthrough certificates series 2005top19 trust 2 based knowledge information reports taken whole contain untrue statement material fact omit state material fact necessary make statements made light circumstances statements made misleading last day period covered annual report 3 based knowledge distribution servicing information required provided trustee servicer pooling servicing similar agreement inclusion reports included reports 4 responsible reviewing activities performed master servicer pooling servicing similar agreement based upon knowledge annual compliance review required agreement except disclosed reports master servicer fulfilled obligations agreement 5 reports disclose significant deficiencies relating servicers compliance minimum servicing standards based upon report provided independent public accountant conducting review compliance uniform single attestation program mortgage bankers similar procedure set forth pooling servicing similar agreement included reports giving certifications reasonably relied information provided following unaffiliated party arcap servicing inc special servicer servicers mortgage loans included trust date march 29 2006 kathryn oneal signature managing directorhead servicing title ex991 logoernst young ernst young llp suite 1500 2100 ross avenue dallas texas 75201 phone 214 9698000 fax 214 9698587 telex 6710375 wwweycom report managements assertion compliance minimum servicing standards set forth uniform single attestation program mortgage bankers report independent accountants board directors arcap servicing inc examined managements assertion included accompanying report titled report management arcap servicing inc company complied minimum servicing standards stated attachment derived mortgage bankers association americas uniform single attestation program mortgage bankers usap except commercial loan multifamily loan servicing minimum servicing standards v4 vi1 mortgage bankers association america interpreted inapplicable servicing year ended december 31 2005 management responsible companys compliance requirements responsibility express opinion managements assertions companys compliance based examination made accordance attestation standards established american institute certified public accountants accordingly included examining test basis evidence companys compliance requirements performing procedures considered necessary circumstances believe examination provides reasonable basis opinion examination provide legal determination companys compliance specified requirements opinion managements assertion company complied aforementioned requirements year ended december 31 2005 fairly stated material respects sernst young llp february 16 2006 member practice ernst young global page attachment minimum servicing standards mortgage principal interest amortization 1 reconciliations shall prepared monthly basis custodial bank accounts related bank clearing accounts reconciliations shall mathematically accurate prepared within fortyfive 45 calendar days cutoff date reviewed approved someone person prepared reconciliation document explanations reconciling items reconciling items shall resolved within ninety 90 calendar days original identification 2 funds servicing entity shall advanced cases overdraft investors mortgagors account 3 custodial account shall maintained federally insured depository institution trust applicable investor 4 escrow funds held trust mortgagor shall returned mortgagor within thirty 30 calendar days payoff mortgage loan ii mortgage payments 1 mortgage payments shall deposited custodial bank accounts related bank clearing accounts within two business days receipt 2 mortgage payments made accordance mortgagors loan documents shall posted applicable mortgagor records within two business days receipt 3 mortgage payments shall allocated principal interest insurance taxes escrow items accordance mortgagors loan documents 4 mortgage payments identified loan payoffs shall allocated accordance mortgagors loan documents iii disbursements 1 disbursements made via wire transfer behalf mortgagor investor shall made authorized personnel page 2 disbursements made behalf mortgagor investor shall posted within two business days mortgagors investors records maintained servicing entity 3 tax insurance payments shall made penalty insurance policy expiration dates indicated tax bills insurance premium notices respectively provided support received servicing entity least thirty 30 calendar days prior dates 4 late payment penalties paid conjunction payment tax bill insurance premium notice shall paid servicing entitys funds charged mortgagor unless late payment due mortgagors error omission 5 amounts remitted investors per servicers investor reports shall agree canceled checks form payment custodial bank statements 6 unissued checks shall safeguarded prevent unauthorized access iv investor accounting reporting 1 servicing entitys investor reports shall agree reconcile investors records monthly basis total unpaid principal balance number loans serviced servicing entity v mortgage loan accounting 1 servicing entitys mortgage loan records shall agree reconcile records mortgagors respect unpaid principal balance monthly basis 2 adjustments arm loans shall computed based related mortgage note arm rider 3 escrow accounts shall analyzed accordance mortgagors loan documents least annual basis 4 interest escrow accounts shall paid credited mortgagors accordance applicable state laws vi delinquencies 1 records documenting collection efforts shall maintained period loan default shall updated least monthly records shall describe entitys activities monitoring delinquent loans including example phone calls letters mortgage payment rescheduling plans cases delinquency deemed temporary eg illness unemployment page vii insurance policies 1 fidelity bond errors omissions policy shall effect servicing entity throughout reporting period amount coverage represented investors managements assertion ex991 b logo kpmg llp 55 second street san francisco ca 94105 independent accountants report board directors wells fargo bank na examined managements assertion included accompanying management assertion wells fargo commercial mortgage servicing division wells fargo bank na complied minimum servicing standards set forth mortgage bankers association americas mbas uniform single attestation program mortgage bankers except minimum servicing standards v4 vi1 mba interpreted inapplicable servicing commercial multifamily loans year ended december 31 2005 management responsible wells fargo commercial mortgage servicings compliance minimum servicing standards responsibility express opinion managements assertion wells fargo commercial mortgage servicings compliance based examination conducted accordance attestation standards established american institute certified public accountants accordingly included examining test basis evidence wells fargo commercial mortgage servicings compliance minimum servicing standards specified performing procedures considered necessary circumstances believe examination provides reasonable basis opinion examination provide legal determination wells fargo commercial mortgage servicings compliance minimum servicing standards opinion managements assertion wells fargo commercial mortgage servicing complied aforementioned minimum servicing standards year ended december 31 2005 fairly stated material aspects kpmg llp february 21 2006 kpmg llp us limited liability partnership us member firm kpmg international swiss cooperative ex991 c logo ernst young ernst young llp suite 1500 2100 ross avenue dallas texas 75201 phone 214 9698000 fax 214 9698587 telex 6710375 wwweycom report managements assertion compliance minimum servicing standards set forth uniform single attestation program mortgage bankers report independent accountants board directors arcap servicing inc examined managements assertion included accompanying report titled report management arcap servicing inc company complied minimum servicing standards stated attachment derived mortgage bankers association americas uniform single attestation program mortgage bankers usap except commercial loan multifamily loan servicing minimum servicing standards v4 vi1 mortgage bankers association america interpreted inapplicable servicing year ended december 31 2005 management responsible companys compliance requirements responsibility express opinion managements assertions companys compliance based examination made accordance attestation standards established american institute certified public accountants accordingly included examining test basis evidence companys compliance requirements performing procedures considered necessary circumstances believe examination provides reasonable basis opinion examination provide legal determination companys compliance specified requirements opinion managements assertion company complied aforementioned requirements year ended december 31 2005 fairly stated material respects ernst young llp february 16 2006 member practice ernst young global page attachment minimum servicing standards mortgage principal interest amortization 1 reconciliations shall prepared monthly basis custodial bank accounts related bank clearing accounts reconciliations shall mathematically accurate prepared within fortyfive 45 calendar days cutoff date reviewed approved someone person prepared reconciliation document explanations reconciling items reconciling items shall resolved within ninety 90 calendar days original identification 2 funds servicing entity shall advanced cases overdraft investors mortgagors account 3 custodial account shall maintained federally insured depository institution trust applicable investor 4 escrow funds held trust mortgagor shall returned mortgagor within thirty 30 calendar days payoff mortgage loan ii mortgage payments 1 mortgage payments shall deposited custodial bank accounts related bank clearing accounts within two business days receipt 2 mortgage payments made accordance mortgagors loan documents shall posted applicable mortgagor records within two business days receipt 3 mortgage payments shall allocated principal interest insurance taxes escrow items accordance mortgagors loan documents 4 mortgage payments identified loan payoffs shall allocated accordance mortgagors loan documents iii disbursements 1 disbursements made via wire transfer behalf mortgagor investor shall made authorized personnel page 2 disbursements made behalf mortgagor investor shall posted within two business days mortgagors investors records maintained servicing entity 3 tax insurance payments shall made penalty insurance policy expiration dates indicated tax bills insurance premium notices respectively provided support received servicing entity least thirty 30 calendar days prior dates 4 late payment penalties paid conjunction payment tax bill insurance premium notice shall paid servicing entitys funds charged mortgagor unless late payment due mortgagors error omission 5 amounts remitted investors per servicers investor reports shall agree canceled checks form payment custodial bank statements 6 unissued checks shall safeguarded prevent unauthorized access iv investor accounting reporting 1 servicing entitys investor reports shall agree reconcile investors records monthly basis total unpaid principal balance number loans serviced servicing entity v mortgage loan accounting 1 servicing entitys mortgage loan records shall agree reconcile records mortgagors respect unpaid principal balance monthly basis 2 adjustments arm loans shall computed based related mortgage note arm rider 3 escrow accounts shall analyzed accordance mortgagors loan documents least annual basis 4 interest escrow accounts shall paid credited mortgagors accordance applicable state laws vi delinquencies 1 records documenting collection efforts shall maintained period loan default shall updated least monthly records shall describe entitys activities monitoring delinquent loans including example phone calls letters mortgage payment rescheduling plans cases delinquency deemed temporary eg illness unemployment page vii insurance policies 1 fidelity bond errors omissions policy shall effect servicing entity throughout reporting period amount coverage represented investors managements assertion ex991 logo kpmg llp 55 second street san francisco ca 94105 independent accountants report board directors wells fargo bank na examined managements assertion included accompanying management assertion wells fargo commercial mortgage servicing division wells fargo bank na complied minimum servicing standards set forth mortgage bankers association americas mbas uniform single attestation program mortgage bankers except minimum servicing standards v4 vi1 mba interpreted inapplicable servicing commercial multifamily loans year ended december 31 2005 management responsible wells fargo commercial mortgage servicings compliance minimum servicing standards responsibility express opinion managements assertion wells fargo commercial mortgage servicings compliance based examination conducted accordance attestation standards established american institute certified public accountants accordingly included examining test basis evidence wells fargo commercial mortgage servicings compliance minimum servicing standards specified performing procedures considered necessary circumstances believe examination provides reasonable basis opinion examination provide legal determination wells fargo commercial mortgage servicings compliance minimum servicing standards opinion managements assertion wells fargo commercial mortgage servicing complied aforementioned minimum servicing standards year ended december 31 2005 fairly stated material aspects kpmg llp february 21 2006 kpmg llp us limited liability partnership us member firm kpmg international swiss cooperative ex992 managements assertion compliance minimum servicing standards set forth uniform single attestation program mortgage bankers report management members management arcap servicing inc company responsible complying servicing standards identified attachment minimum servicing standards set forth mortgage bankers association americas uniform single attestation program mortgage bankers usap except commercial loan multifamily loan servicing minimum servicing standards v4 vi1 mortgage bankers association america interpreted inapplicable servicing also responsible establishing maintaining effective internal control compliance standards performed evaluation companys compliance minimum servicing standards set forth usap december 31 2005 year ended based evaluation assert year ended december 31 2005 company complied material respects minimum servicing standards set forth usap period company effect fidelity bond crime policy amount 10000000 aggregate 5000000 per loss errors omissions policy amount 10000000 christopher crouch christopher crouch servicing officer arcap servicing inc february 16 2006 page attachment minimum servicing standards mortgage principal interest amortization 1 reconciliations shall prepared monthly basis custodial bank accounts related bank clearing accounts reconciliations shall mathematically accurate prepared within fortyfive 45 calendar days cutoff date reviewed approved someone person prepared reconciliation document explanations reconciling items reconciling items shall resolved within ninety 90 calendar days original identification 2 funds servicing entity shall advanced cases overdraft investors mortgagors account 3 custodial account shall maintained federally insured depository institution trust applicable investor 4 escrow funds held trust mortgagor shall returned mortgagor within thirty 30 calendar days payoff mortgage loan ii mortgage payments 1 mortgage payments shall deposited custodial bank accounts related bank clearing accounts within two business days receipt 2 mortgage payments made accordance mortgagors loan documents shall posted applicable mortgagor records within two business days receipt 3 mortgage payments shall allocated principal interest insurance taxes escrow items accordance mortgagors loan documents 4 mortgage payments identified loan payoffs shall allocated accordance mortgagors loan documents iii disbursements 1 disbursements made via wire transfer behalf mortgagor investor shall made authorized personnel page 2 disbursements made behalf mortgagor investor shall posted within two business days mortgagors investors records maintained servicing entity 3 tax insurance payments shall made penalty insurance policy expiration dates indicated tax bills insurance premium notices respectively provided support received servicing entity least thirty 30 calendar days prior dates 4 late payment penalties paid conjunction payment tax bill insurance premium notice shall paid servicing entitys funds charged mortgagor unless late payment due mortgagors error omission 5 amounts remitted investors per servicers investor reports shall agree canceled checks form payment custodial bank statements 6 unissued checks shall safeguarded prevent unauthorized access iv investor accounting reporting 1 servicing entitys investor reports shall agree reconcile investors records monthly basis total unpaid principal balance number loans serviced servicing entity v mortgage loan accounting 1 servicing entitys mortgage loan records shall agree reconcile records mortgagors respect unpaid principal balance monthly basis 2 adjustments arm loans shall computed based related mortgage note arm rider 3 escrow accounts shall analyzed accordance mortgagors loan documents least annual basis 4 interest escrow accounts shall paid credited mortgagors accordance applicable state laws vi delinquencies 1 records documenting collection efforts shall maintained period loan default shall updated least monthly records shall describe entitys activities monitoring delinquent loans including example phone calls letters mortgage payment rescheduling plans cases delinquency deemed temporary eg illness unemployment page vii insurance policies 1 fidelity bond errors omissions policy shall effect servicing entity throughout reporting period amount coverage represented investors managements assertion ex992 b logowells fargo commercial mortgage servicing mac ao 357030 po box 4036 concord ca 94524 1320 willow pass rd suite 300 concord ca 94520 800 9869711 management assertion february 21 2006 year ended december 31 2005 wells fargo commercial mortgage servicing division wells fargo bank na wholly owned subsidiary wells fargo company complied material respects minimum servicing criteria set forth mortgage bankers association americas mba uniform single attestation program mortgage bankers usap except minimum servicing standards v4 vi1 mba interpreted inapplicable servicing commercial multifamily loans year ended december 31 2005 wells fargo commercial mortgage servicing effect fidelity bond amount 50000000 error omissions policy amount 50000000 truly wells fargo commercial mortgage servicing kathryn oneal kathryn oneal senior vice president wells fargo commercial mortgage servicing margaret gremore margaret gremore vice president wells fargo commercial mortgage servicing ex992 c managements assertion compliance minimum servicing standards set forth uniform single attestation program mortgage bankers report management members management arcap servicing inc company responsible complying servicing standards identified attachment minimum servicing standards set forth mortgage bankers association americas uniform single attestation program mortgage bankers usap except commercial loan multifamily loan servicing minimum servicing standards v4 vi1 mortgage bankers association america interpreted inapplicable servicing also responsible establishing maintaining effective internal control compliance standards performed evaluation companys compliance minimum servicing standards set forth usap december 31 2005 year ended based evaluation assert year ended december 31 2005 company complied material respects minimum servicing standards set forth usap period company effect fidelity bond crime policy amount 10000000 aggregate 5000000 per loss errors omissions policy amount 10000000 christopher crouch christopher crouch servicing officer arcap servicing inc february 16 2006 page attachment minimum servicing standards mortgage principal interest amortization 1 reconciliations shall prepared monthly basis custodial bank accounts related bank clearing accounts reconciliations shall mathematically accurate prepared within fortyfive 45 calendar days cutoff date reviewed approved someone person prepared reconciliation document explanations reconciling items reconciling items shall resolved within ninety 90 calendar days original identification 2 funds servicing entity shall advanced cases overdraft investors mortgagors account 3 custodial account shall maintained federally insured depository institution trust applicable investor 4 escrow funds held trust mortgagor shall returned mortgagor within thirty 30 calendar days payoff mortgage loan ii mortgage payments 1 mortgage payments shall deposited custodial bank accounts related bank clearing accounts within two business days receipt 2 mortgage payments made accordance mortgagors loan documents shall posted applicable mortgagor records within two business days receipt 3 mortgage payments shall allocated principal interest insurance taxes escrow items accordance mortgagors loan documents 4 mortgage payments identified loan payoffs shall allocated accordance mortgagors loan documents iii disbursements 1 disbursements made via wire transfer behalf mortgagor investor shall made authorized personnel page 2 disbursements made behalf mortgagor investor shall posted within two business days mortgagors investors records maintained servicing entity 3 tax insurance payments shall made penalty insurance policy expiration dates indicated tax bills insurance premium notices respectively provided support received servicing entity least thirty 30 calendar days prior dates 4 late payment penalties paid conjunction payment tax bill insurance premium notice shall paid servicing entitys funds charged mortgagor unless late payment due mortgagors error omission 5 amounts remitted investors per servicers investor reports shall agree canceled checks form payment custodial bank statements 6 unissued checks shall safeguarded prevent unauthorized access iv investor accounting reporting 1 servicing entitys investor reports shall agree reconcile investors records monthly basis total unpaid principal balance number loans serviced servicing entity v mortgage loan accounting 1 servicing entitys mortgage loan records shall agree reconcile records mortgagors respect unpaid principal balance monthly basis 2 adjustments arm loans shall computed based related mortgage note arm rider 3 escrow accounts shall analyzed accordance mortgagors loan documents least annual basis 4 interest escrow accounts shall paid credited mortgagors accordance applicable state laws vi delinquencies 1 records documenting collection efforts shall maintained period loan default shall updated least monthly records shall describe entitys activities monitoring delinquent loans including example phone calls letters mortgage payment rescheduling plans cases delinquency deemed temporary eg illness unemployment page vii insurance policies 1 fidelity bond errors omissions policy shall effect servicing entity throughout reporting period amount coverage represented investors managements assertion ex992 logowells fargo commercial mortgage servicing mac ao 357030 po box 4036 concord ca 94524 1320 willow pass rd suite 300 concord ca 94520 800 9869711 management assertion february 21 2006 year ended december 31 2005 wells fargo commercial mortgage servicing division wells fargo bank na wholly owned subsidiary wells fargo company complied material respects minimum servicing criteria set forth mortgage bankers association americas mba uniform single attestation program mortgage bankers usap except minimum servicing standards v4 vi1 mba interpreted inapplicable servicing commercial multifamily loans year ended december 31 2005 wells fargo commercial mortgage servicing effect fidelity bond amount 50000000 error omissions policy amount 50000000 truly wells fargo commercial mortgage servicing kathryn oneal kathryn oneal senior vice president wells fargo commercial mortgage servicing margaret gremore margaret gremore vice president wells fargo commercial mortgage servicing ex993 officers certificate arcap servicing inc undersigned james l duggins president arcap servicing inc special servicer certain pooling servicing agreement pooling servicing agreement dated july 1 2005 relating morgan stanley capital inc commercial mortgage passthrough certificates series 2005top19 hereby certifies follows 1 review activities special servicer preceding calendar year portion thereof performance special servicer pooling servicing agreement made undersigned officers supervision 2 best undersigneds knowledge based review special servicer fulfilled obligations pooling servicing agreement material respects throughout year capitalized terms otherwise defined herein shall meanings given pooling servicing agreement witness whereof 28th day february 2006 hereunto signed name arcap servicing inc delaware corporation james l duggins james l duggins president ex993 b logo wells fargo commercial mortgage servicing mac ao 357030 po box 4036 concord ca 94524 1320 willow pass rd suite 300 concord ca 800 9869711 annual statement compliance officers certificate bear stearns commercial mortgage securities inc commercial mortgage pass certificates series 2005pwr8 accordance section 313 pooling servicing agreement dated june 1 2005 executed bear stearns commercial mortgage securities inc depositor prudential asset resources inc master servicer lock storage centers special servicer wells fargo bank national association master servicer arcap servicing inc general special servicer wells fargo bank national association certificate administrator tax administrator lasalle bank national association trustee abn amro bank nv fiscal agent authorized officer master servicer wells fargo bank national association certify review activities master servicer preceding calendar year performance agreement made officers supervision ii best officers knowledge based review master servicer fulfilled obligations agreement material respects throughout year iii master servicer received notice regarding qualification challenging status remic pool remic either grantor trust pool grantor trust irs governmental agency body wells fargo bank national association master servicer margaret gremore margaret gremore vice president wells fargo bank national association commercial mortgage ex993 c officers certificate arcap servicing inc undersigned james l duggins president arcap servicing inc special servicer certain pooling servicing agreement pooling servicing agreement dated june 1 2005 relating bear steams commercial mortgage securities inc commercial mortgage passthrough certificates series 2005pwr8 hereby certifies follows 1 review activities special servicer preceding calendar year portion thereof performance special servicer pooling servicing agreement made undersigned officers supervision 2 best undersigneds knowledge based review special servicer fulfilled obligations pooling servicing agreement material respects throughout year 3 special servicer received notice regarding qualification challenging status remic pool remic either grantor trust pool grantor trust irs governmental agency body capitalized terms otherwise defined herein shall meanings given pooling servicing agreement witness whereof 28th day february 2006 hereunto signed name arcap servicing inc delaware corporation james l duggins james l duggins president ex993 logo wells fargo commercial mortgage servicing mac ao 357030 po box 4036 concord ca 94524 1320 willow pass rdsuite 300 concord ca 800 9869711 annual statement compliance officers certificate morgan stanley capital inc commercial mortgage passthrough certificates series 2005top19 accordance section 812 pooling servicing agreement dated july 1 2005 executed morgan stanley capital inc depositor wells fargo bank national association master servicer arcap servicing inc special servicer lasalle bank national association trustee wells fargo bank national association paying agent certificate registrar abn amro bank nv fiscal agent authorized officer master servicer wells fargo bank national association certify review activities master servicer preceding calendar year portion thereof performance master servicer agreement made officers supervision b best officers knowledge based review master servicer fulfilled obligations agreement material respects throughout year wells fargo bank national association master servicer margaret gremore margaret gremore vice president wells fargo bank national association commercial mortgage 2006619 ex994 schedule yeartodate principal interest distributions certificateholders