10-K 1 prm04cl1_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: 333-106323-14 PRIME Mortgage Trust Mortgage Pass-Through Certificates Series 2004-CL1 (Exact name of registrant as specified in its charter) New York 54-2144707 (State or other jurisdiction of 54-2144708 incorporation or organization) 54-2144709 (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 32. 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) Reports of Independent Registered Public Accouting Firm a) American Home Mtg Corp, as Servicer b) Banc Oklahoma Mortgage, as Servicer c) Bank of America, N.A., as Servicer d) Cendant Mortgage Corp, as Servicer e) Central National Bank, as Servicer f) Chase Manhattan Mtg Corp, as Servicer g) Chevy Chase FSB, as Servicer h) CitiMortgage Inc. MO., as Servicer i) Colonial Savings, F.A., as Servicer j) Countrywide Home Loans Inc., as Servicer k) CUNA, as Servicer l) Downey Savings, as Servicer m) EverHome Mortgage Company, as Servicer n) Fifth Third Mtg Company, as Servicer o) First Horizon Home Loan Corp, as Servicer p) GMAC Mortgage Corp, as Servicer q) Hibernia National Bank, as Servicer r) HSBC Bank, USA, as Servicer s) Huntington Mtg Co, as Servicer t) Morgan Stanley Dean Witter, as Servicer u) National City Mortgage Co, as Servicer v) Plymouth Savings Bank, as Servicer w) Sun Trust Mortgage Inc, as Servicer x) U.S. Bank Home Mortgage, as Servicer y) Washington Mutual Bank, F.A., as Servicer z) Wells Fargo Bank, N.A., as Servicer
(99.2) Reports of Management as to Compliance with Minimum Servicing Standards a) American Home Mtg Corp, as Servicer b) Banc Oklahoma Mortgage, as Servicer c) Bank of America, N.A., as Servicer d) Cendant Mortgage Corp, as Servicer e) Central National Bank, as Servicer f) Chase Manhattan Mtg Corp, as Servicer g) Chevy Chase FSB, as Servicer h) CitiMortgage Inc. MO., as Servicer i) Colonial Savings, F.A., as Servicer j) Countrywide Home Loans Inc., as Servicer k) CUNA, as Servicer l) Downey Savings, as Servicer m) EverHome Mortgage Company, as Servicer n) Fifth Third Mtg Company, as Servicer o) First Horizon Home Loan Corp, as Servicer p) GMAC Mortgage Corp, as Servicer q) Hibernia National Bank, as Servicer r) HSBC Bank, USA, as Servicer s) Huntington Mtg Co, as Servicer t) Morgan Stanley Dean Witter, as Servicer u) National City Mortgage Co, as Servicer v) Plymouth Savings Bank, as Servicer w) Sun Trust Mortgage Inc, as Servicer x) U.S. Bank Home Mortgage, as Servicer y) Washington Mutual Bank, F.A., as Servicer z) Wells Fargo Bank, N.A., as Servicer
(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements a) American Home Mtg Corp, as Servicer b) Banc Oklahoma Mortgage, as Servicer c) Bank of America, N.A., as Servicer d) Cendant Mortgage Corp, as Servicer e) Central National Bank, as Servicer f) Chase Manhattan Mtg Corp, as Servicer g) Chevy Chase FSB, as Servicer h) CitiMortgage Inc. MO., as Servicer i) Colonial Savings, F.A., as Servicer j) Countrywide Home Loans Inc., as Servicer k) CUNA, as Servicer l) Downey Savings, as Servicer m) EverHome Mortgage Company, as Servicer n) Fifth Third Mtg Company, as Servicer o) First Horizon Home Loan Corp, as Servicer p) GMAC Mortgage Corp, as Servicer q) Hibernia National Bank, as Servicer r) HSBC Bank, USA, as Servicer s) Huntington Mtg Co, as Servicer t) Morgan Stanley Dean Witter, as Servicer u) National City Mortgage Co, as Servicer v) Plymouth Savings Bank, as Servicer w) Sun Trust Mortgage Inc, as Servicer x) U.S. Bank Home Mortgage, as Servicer y) Washington Mutual Bank, F.A., as Servicer z) Wells Fargo Bank, N.A., as Servicer
(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders. (b) Not applicable. (c) Omitted. (99.5) Reliance Certifications Mandated under the Pooling and Servicing Agreement for the year ended December 31, 2004 a) American Home Mtg Corp, as Servicer b) Banc Oklahoma Mortgage, as Servicer c) Bank of America, N.A., as Servicer d) Cendant Mortgage Corp, as Servicer e) Central National Bank, as Servicer f) Chase Manhattan Mtg Corp, as Servicer g) Chevy Chase FSB, as Servicer h) CitiMortgage Inc. MO., as Servicer i) Colonial Savings, F.A., as Servicer j) Countrywide Home Loans Inc., as Servicer k) CUNA, as Servicer l) Downey Savings, as Servicer m) EverHome Mortgage Company, as Servicer n) Fifth Third Mtg Company, as Servicer o) First Horizon Home Loan Corp, as Servicer p) GMAC Mortgage Corp, as Servicer q) Hibernia National Bank, as Servicer r) HSBC Bank, USA, as Servicer s) Huntington Mtg Co, as Servicer t) Morgan Stanley Dean Witter, as Servicer u) National City Mortgage Co, as Servicer v) Plymouth Savings Bank, as Servicer w) Sun Trust Mortgage Inc, as Servicer x) U.S. Bank Home Mortgage, as Servicer y) Washington Mutual Bank, F.A., as Servicer z) Wells Fargo Bank, N.A., as Servicer
Filed herewith. Certification has been received. 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: PRIME Mortgage Trust Mortgage Pass-Through Certificates Series 2004-CL1 (Registrant) Signed: Wells Fargo Bank, N.A. as Master Servicer By: Dawn Hammond, Vice President By: /s/ Dawn Hammond, Vice President Dated: March 31, 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, Dawn Hammond, 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 PRIME Mortgage Trust Mortgage Pass-Through Certificates, Series 2004-CL1 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. I am responsible for reviewing the activities performed by the master servicer under the pooling and servicing, or similar, agreement, and based on upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the master servicer has fulfilled its obligations under that 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: American Home Mtg Corp as Servicer, Banc Oklahoma Mortgage as Servicer, Bank of America, N.A. as Servicer, Cendant Mortgage Corp as Servicer, Central National Bank as Servicer, Chase Manhattan Mtg Corp as Servicer, Chevy Chase FSB as Servicer, CitiMortgage Inc. MO. as Servicer, Colonial Savings, F.A. as Servicer, Countrywide Home Loans Inc. as Servicer, CUNA as Servicer, Downey Savings as Servicer, EverHome Mortgage Company as Servicer, Fifth Third Mtg Company as Servicer, First Horizon Home Loan Corp as Servicer, GMAC Mortgage Corp as Servicer, Hibernia National Bank as Servicer, HSBC Bank, USA as Servicer, Huntington Mtg Co as Servicer, Morgan Stanley Dean Witter as Servicer, National City Mortgage Co as Servicer, Plymouth Savings Bank as Servicer, Sun Trust Mortgage Inc as Servicer, U.S. Bank Home Mortgage as Servicer, Washington Mutual Bank, F.A. as Servicer. Date: March 31, 2005 /s/ Dawn Hammond Signature Vice President Title EX-99.1 (a) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of American Home Mortgage Servicing, Inc. Melville, New York We have examined management's assertion that American Home Mortgage Servicing, Inc. (formerly Columbia National, Incorporated) (the "Company") has complied as of and for the year ended December 31, 2004, with its established minimum servicing standards described in the accompanying Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 2004. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board and accordingly, included examining, on a test basis, evidence about the Company'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 the Company's compliance with its minimum servicing standards. In our opinion, management's assertion that the Company 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 Princeton, New Jersey March 25, 2005 MANAGEMENT ASSERTION As of and for the year ended December 31, 2004, American Home Mortgage Servicing, Inc. (formerly Columbia National, Incorporated) (the "Company") has complied in all material respects with the Company's established minimum servicing standards for residential mortgage loans 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. As of and for this same period, the Company had in effect a fidelity bond in the amount of $15,000,000 and errors and omissions policy in the amount of $15,000,000. March 25, 2005 /s/ Michael Strauss Michael Strauss Chief Executive Officer /s/ Robert Bernstein Robert Bernstein Controller /s/ Stephen Hozie Stephen Hozie Chief Financial Officer /s/ David Friedman David Friedman Executive Vice President APPENDIX I MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS 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 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. 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. VI. DELINQUENCIES 1. Records documenting collection 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-99.1 (b) (logo) Ernst & Young Ernst & Young LLP 1700 One Williams Center (74172) P.O. Box 1529 Tulsa, Oklahoma 74101 Phone: (918) 560-3600 Fax: (918) 560-3691 www.ey.com Report on Management's Assertion on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Independent Accountants Risk Oversight and Audit Committee BOK Financial Corporation and Subsidiaries (including Bank of Oklahoma, N.A.) We have examined management's assertion, included in the accompanying report titled Report of Management, that Bank of Oklahoma, N.A. (the "Bank") complied with the minimum servicing standards identified in Attachment A to the Report of Management (the "specified minimum servicing standards") as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) during the year ended December 31, 2004. Management is responsible for the Bank's compliance with those requirements. Our responsibility is to express an opinion on management's assertions 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 those requirements 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 specified requirements In our opinion, management's assertion, that the Bank complied with the aforementioned requirements during the year ended December 31, 2004, is fairly stated, in all material respects. /s/ Ernst & Young LLP March 4, 2005 A Member Practice of Ernst & Young Global EX-99.1 (c) (Logo) PricewaterhouseCoopers PricewaterhouseCoopers LLP 214 N. Tryon Street Ste 3600 Charlotte NC 28202 Telephone (704) 344 7500 Facsimile (704) 344 4100 Report of Independent Accountants To the Board of Directors and Shareholder of Bank of America, N.A. We have examined managements assertion concerning the mortgage division of Bank of America, N.A.s (the "Company"), an operating division of Bank of America, N.A., compliance with the minimum servicing standards identified in the Mortgage Bankers Association of Americas 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 1). Management is responsible for the Companys compliance with those minimum servicing standards. Our responsibility is to express an opinion on managements assertion about the Companys 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 the Companys 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 the Companys compliance with the minimum servicing standards. In our opinion, managements assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2004 is fairly stated, in all material respects. /s/ PriceWaterhouseCoopers LLP March 11, 2005 Exhibit 1 Bank of America (Logo) Bank of America 475 CrossPoint Parkway PO Box 9000 Getzville, NY 14068-9000 Managements Assertion Concerning Compliance with USAP Minimum Servicing Standards March 11, 2005 As of and for the year ended December 31, 2004, Bank of America, N.A. (the "Company"), has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of Americas Uniform Single Attestation Program for Mortgage Bankers ("USAP"). As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amounts of $325,000,000 and $180,000,000, respectively. /s/ Floyd S. Robinson Floyd S. Robinson Senior Vice President President Consumer Real Estate Bank of America, N.A. /s/ H. Randall Chestnut H. Randall Chestnut Senior Vice President Bank of America, N.A. /s/ Mike Kula Mike Kula Senior Vice President Finance Executive Bank of America, N.A. /s/ Robert Caruso Robert Caruso Senior Vice President National Servicing Executive Bank of America, N.A. /s/ J. Mark Hanson J. Mark Hanson Senior Vice President Bank of America, N.A. EX-99.1 (d) (logo) Deloitte Deloitte & Touche LLP 750 College Road East Third Floor Princeton, NJ 08540 USA Tel: +1 609 514 3600 www.deloitte.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To Cendant Mortgage Corporation: We have examined Cendant Mortgage Corporation's (the "Company") compliance with its established minimum servicing standards described in the accompanying Management's Assertion, dated February 28, 2005, as of and for the year ended December 31, 2004. Management is responsible for compliance with those minimum servicing standards. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants as adopted by the Public Company Accounting Oversight Board and, accordingly, included examining, on a test basis, evidence about the Company'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 the Company's compliance with its minimum servicing standards. Our examination disclosed the following instance of material noncompliance with the reconciliation of custodial bank accounts applicable to the Company during the year ended December 31, 2004. The Company did not comply with the requirement to prepare custodial bank account reconciliations within 45 calendar days after the cutoff date and the requirement to resolve reconciling items within 90 calendar days of their original identification as specified by their minimum servicing standards. In our opinion, except for the material noncompliance described in the preceding paragraph, the Company complied, in all material respects, with the aforementioned minimum servicing standards as of and for the year ended December 31, 2004, as set forth in Appendix I. /s/ Deloitte & Touche LLP February 28, 2005 Member of Deloitte Touche Tohmatsu APPENDIX I MINIMUM SERVICING STANDARDS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS 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. Disbursement 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. 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. (A compilation of state laws relating to the payment of interest on escrow accounts may be obtained through the MBA's FAX ON DEMAND service. For more information, contact MBA.) VI. DELINQUENCIES 1. Records documenting collection 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-99.1 (e) (logo) KPMG KPMG LLP Suite 1000 1000 Walnut Street Kansas City, MO 64106-2162 Independent Accountants' Report The Board of Directors Central National Bank: We have examined management's assertion, included in the accompanying management assertion, that Central National Bank complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers as of and for the year ended December 31, 2004. Management is responsible for Central National Bank's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Central National Bank'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 Central National Bank's compliance with the minimum servicing standards specified above 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 Central National Bank's compliance with the minimum servicing standards. In our opinion, management's assertion that Central National Bank complied 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 Kansas City, Missouri March 14, 2005 KPMG LLP, a U.S. limited liability partnership is the U.S. member firm of KPMG international, a Swiss cooporative. EX-99.1 (f) (logo) PRICEWATERHOUSECOOPERS PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York NY 10017 Telephone (646) 471 3000 Facsimile (813) 286 6000 Report of Independent Auditors To the Board of Directors and Stockholder of Chase Home Finance LLC: We have examined management's assertion about Chase Home Finance LLC's (formerly known as Chase Manhattan Mortgage Corporation) (the "Company") compliance with the minimum servicing standards identified in 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 those minimum servicing standards. 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 minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2004 is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP March 11, 2005 (logo) JPMorganChase Exhibit I Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 11, 2005 As of and for the year ended December 31, 2004, Chase Home Finance LLC (formerly known as Chase Manhattan Mortgage Corporation) (the "Company") has complied in all material respects with the minimum servicing standards (the "Standards") set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP"). These Standards are applicable only to the Company's prime and subprime mortgage portfolios. As of and for this same period, the Company had in effect fidelity bond and errors and omissions policies in the amounts of $250,000,000 and $25,000,000 respectively. /s/ Thomas L. Wind Thomas L. Wind Co-Chief Executive Officer Chase Home Finance LLC /s/ Scott Powell Scott Powell Co-Chief Executive Officer Chase Home Finance LLC /s/ Terry L. Gentry Terry L. Gentry SVP of Servicing Chase Home Finance LLC EX-99.1 (g) (logo) ERNST & YOUNG Ernst & Young LLP 8484 Westpark Drive McLean, VA 22102 Phone: (703) 747-1000 www.ey.com Report on Management's Assertion on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Independent Accountants Audit Committee Chevy Chase Bank, F.S.B. We have examined management's assertion, included in the accompanying report titled Report of Management, that Chevy Chase Bank, F.S.B (the "Bank") complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) during the year ended September 30, 2004. Management is responsible for the Bank's compliance with those requirements. Our responsibility is to express an opinion on management's assertions 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 those requirements 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 specified requirements. In our opinion, management's assertion, that the Bank complied with the aforementioned requirements during the year ended September 30, 2004, is fairly stated, in all material respects. /s/ Ernst & Young LLP November 5, 2004 A Member Practice of Ernst & Young Global Appendix 1 Specified 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: a. be mathematically accurate; b. be prepared within forty-five (45) calendar days after the cutoff date. The cutoff date is the date as of which a bank account is reconciled every month. It may, or may not, coincide with a prescribed investor reporting date but shall be consistent from period to period; c. be reviewed and approved by someone other than the person who prepared the reconciliation; and d. 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 (2) 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 (2) 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 (2) 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. Unissued 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 adjustable rate mortgage (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 shall be paid, or credited, to mortgagors in accordance with the applicable state laws. VI. Delinquencies 1. Records documenting collection efforts shall be maintained during the period a loan is in default and shall be undated 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 (i.e., 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-99.1 (h) (logo)KPMG KPMG LLP Suite 900 10 South Broadway St. Louis, MO 63102-1761 Telephone 314 444 1400 Fax 314 444 1470 Internet www.us.kpmg.com Independent Accountants' Report The Boards of Directors CitiMortgage, Inc. and CitiMortgage Asset Management, Inc.: We have examined management's assertion, included in the accompanying management assertion, that CitiMortgage, Inc. and subsidiaries and CitiMortgage Asset Management, Inc. (collectively referred to as the Company), complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers as of and for the year ended December 31, 2004. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company'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 the Company's compliance with the minimum servicing standards specified above 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 minimum servicing standards. In our opinion, management's assertion that the Company complied 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 St. Louis, Missouri March 4, 2005 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-99.1 (i) (logo) PFSJ PAYNE FALKNER SMITH & JONES, P.C. Certified Public Accountants Report of Independent Auditors on Compliance with Requirements of the Uniform Single Attestation Program for Mortgage Bankers Board of Directors and Stockholder of Colonial Savings, F.A. We have examined management's assertion about Colonial Savings, F.A. ("Colonial") compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") as of and for the year ended September 30, 2004, included in the accompanying management's assertion about Colonial'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 Colonial'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 Colonial's compliance with the minimum servicing standards. In our opinion, management's assertion that Colonial complied with the aforementioned minimum servicing standards as of and for the year ended September 30, 2004, is fairly stated, in all material respects. /s/ Payne Falkner Smith & Jones, P.C. November 10, 2004 10711 Preston Road * Suite 110 * Dallas. TX 75230 * 972 / 404-1226 * Fax 214 / 363-9980 EX-99.1 (j) (logo) KPMG KPMG LLP Suite 2000 355 South Grand Avenue Los Angeles, CA 90071-1568 Independent Accountants' Report The Board of Directors Countrywide Financial Corporation: We have examined the accompanying management's assertion, that Countrywide Financial Corporation and subsidiaries, including its wholly-owned subsidiary Countrywide Home Loans, Inc. (CHL) and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL, (collectively, the Company) complied with the minimum servicing standards set forth in 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. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company'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 the Company's compliance with the minimum servicing standards specified above 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 minimum servicing standards. In our opinion, management's assertion that Countrywide Financial Corporation and subsidiaries, including its wholly-owned subsidiary Countrywide Home Loans, Inc. (CHL) and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL, complied 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 March 17, 2005 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-99.1 (k) (logo) Deloitte Deloitte & Touche LLP 555 E. Wells Street, Suite 1400 Milwaukee, WI 53202-3824 USA Tel: 414-271-3000 Fax: 414-347-6200 www.deloltte.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of CUNA Mutual Mortgage Corporation: We have examined management's assertion that CUNA Mutual Mortgage Corporation (the Company) has complied as of and for the year ended December 31, 2004, with its established minimum servicing standards described in the accompanying Management's Assertion dated February 10, 2005. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants as adopted by the Public Company Accounting Oversight Board and, accordingly, included examining, on a test basis, evidence about the Company'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 the Company's compliance with its minimum servicing standards. In our opinion, management's assertion that the Company 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 10, 2005 Member of Deloitte Touche Tohmatsu (logo) CUNA MUTUAL GROUP CUNA Mutual Mortgage Corporation Management's Assertion As of and for the year ended December 31, 2004, CUNA Mutual Mortgage Corporation (the "Company") has complied, in all material respects, with the Company's established minimum servicing standards for 1-4 family residential loans as set forth in Appendix I (the "Standards"). The Standards are based on the Mortgage Banker's Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, CUNA Mutual Mortgage Corporation had in effect a fidelity bond in the amount of $25,000,000 and errors and omissions policy in the amount of $15,000,000. /s/ Peter T. Sorce Peter T. Sorce Vice President - Loan Servicing February 10, 2005 Mailing Address: P.O. Box 1332 * Madison, WI 53701-1332 Street Address: 2908 Marketplace Dr., Suite 100 * Madison, WI 53719-5316 Business: 877/286-2684 * Fax: 608/232-6389 * www.cmmort.com APPENDIX I MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS 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. 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. VI. DELINQUENCIES 1. Records documenting collection 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-99.1 (l) (logo) KPMG KPMG LLP Suite 2000 355 South Grand Avenue Los Angeles, CA 90071-1568 Independent Accountants' Report The Board of Directors Downey Financial Corp.: We have examined management's assertion, included in the accompanying Management's Report on Compliance with Minimum Servicing Standards, that Downey Financial Corp. and subsidiaries (Downey) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers as of and for the year ended December 31, 2004. Management is responsible for Downey's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about Downey'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 Downey's compliance with the minimum servicing standards specified above 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 Downey's compliance with the minimum servicing standards. In our opinion, management's assertion that Downey complied with the aforementioned minimum servicing standards during the year ended December 31, 2004 is fairly stated, in all material respects. /s/ KPMG LLP March 1, 2005 EX-99.1 (m) (logo) Deloitte Deloitte & Touche LLP Suite 2801 One Independent Drive Jacksonville, FL 32202-5034 USA Tel: +1 904 665 1400 Fax: +1 904 665 1600 www.deloitte.com INDEPENDENT ACCOUNTANTS' REPORT To the Board of Directors EverHome Mortgage Company We have examined management's assertion that EverHome Mortgage Company (the "Company") has complied as of and for the year ended December 31, 2004, with its established minimum servicing standards described in the accompanying Management's Assertion Report dated February 25, 2005. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company'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 the Company'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 the Company's compliance with its minimum servicing standards. In our opinion, management's assertion that the Company 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 25, 2005 Member of Deloitte Touche Tohmatsu APPENDIX I MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS 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) calender 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) calender 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 expirations 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 payments 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. 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. VI. DELINQUENCIES 1. Records documenting collection 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-99.1 (n) (logo) Deloitte Deloitte & Touche LLP 250 East Fifth Street Suite 1900 P.O. Box 5340 Cincinnati, OH 45201-5340 USA Tel: +1 513 784 7100 www.deloitte.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of Fifth Third Mortgage Company: We have examined management's assertion that Fifth Third Mortgage Company (the "Company") has complied as of and for the year ended December 31, 2004, with its established minimum servicing standards for residential mortgage loans described in the accompanying Management's Assertion dated March 8, 2005. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants as adopted by the Public Company Accounting Oversight Board and, accordingly, included examining, on a test basis, evidence about the Company'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 the Company's compliance with its minimum servicing standards. In our opinion, management's assertion that the Company 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 March 8, 2005 Member of Deloitte Touche Tohmatsu (logo) Fifth Third Bank March 8, 2005 Management's Assertion As of and for the year ended December 31, 2004, Fifth Third Mortgage Company (the "Company") has complied in all material respects with the Company's established minimum servicing standards for residential mortgage loans 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. As of and for this same period, the Company had in effect a fidelity bond in the amount of $100,000,000 from January 1, 2004 to June 30, 2004 and $75,000,000 from July 1, 2004 to December 31, 2004, and errors and omissions policy in the amount of $5,000,000 per mortgage. /s/ Diane Dewbrey Diane Dewbrey Senior Vice President /s/ Charles Maness Charles Maness Vice President APPENDIX I MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS 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 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 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 the mortgagor with respect to the unpaid principal balance on a monthly basis. 2. Adjustments on ARM loans shall be computed based on the related contract terms 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 shall be paid, or credited, to mortgagors in accordance with the applicable state laws. VI. DELINQUENCIES 1. Records documenting collection 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 contracts including, for example, phone calls, letters and 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-99.1 (o) (logo) KPMG KPMG LLP Suite 3100 717 North Harwood Street Dallas,TX 75201-6585 Independent Accountants' Report The Board of Directors First Horizon Home Loan Corporation and Subsidiaries: We have examined management's assertion, included in the accompanying management assertion letter, that First Horizon Home Loan Corporation and its wholly owned subsidiary, First Tennessee Mortgage Services, Inc., which includes a consolidated investment in FH-FF Mortgage Services, L.P. (the Company), complied with the minimum servicing standards set forth in 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. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company'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 the Company's compliance with the minimum servicing standards specified above 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 minimum servicing standards. In our opinion, management's assertion that the Company complied 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 March 11, 2005 KPMG LLP. a U.S. limited liability partnership, the U.S. member firm of KPMG International, a Swiss cooperative. EX-99.1 (p) (logo) PRICEWATERHOUSECOOPERS PricewaterhouseCoopers LLP 125 High Street Boston, MA 02110-1707 Telephone (617) 530 5000 Facsimile (617) 530 5001 www.pwc.com Report of Independent Auditors To the Board of Directors and Stockholder of GMAC Mortgage Corporation: We have examined management's assertion about GMAC Mortgage Corporation and its subsidiaries' (the "Company") compliance with the minimum servicing standards ("standards") identified in 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 those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the entity'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 the Company's compliance with the standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the standards. Our examination identified certain instances of non compliance with USAP as it relates to Section I - Custodial Bank Accounts. Specifically, there were bank accounts over the course of several months where the Company was not in full compliance with USAP requirements as it related to the preparation of custodial bank reconciliations within 45 calendar days of cutoff as well as the resolution of reconciling items within 90 calendar days of original identification. The Company remediated the issues related to the preparation of custodial bank accounts reconciliations within 45 calendar days as of December 31, 2004. These instances of non compliance as well as management's remediation status are more fully described in management's assertion, which is set forth in Exhibit 1. In our opinion, management's assertion that the Company complied with the aforementioned standards except for the instances of non compliance related to Section I - Custodial Bank Accounts as of and for the year ended December 31, 2004 is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP March 18, 2005 EX-99.1 (q) (logo) ERNST & YOUNG Ernst & Young LLP 3900 One Shell Square 701 Poydras Street New Orleans, Louisiana 70139-9869 Phone: (504) 581-4200 www.ey.com Report of Independent Accountants on Report on Management's Assertion on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers The Directors' Audit Committee Hibernia Corporation We have examined management's assertion, included in the accompanying report titled Report of Management, that Hibernia National Bank (the Company), a wholly owned subsidiary of Hibernia Corporation, complied with the servicing standards identified in Exhibit A (the "specified minimum servicing standards") to the Report of Management as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) during the year ended December 31, 2004. Management is responsible for the Company's compliance with these specified minimum servicing standards. Our responsibility is to express an opinion on management's assertion 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 concerning the Company's compliance with the specified minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified minimum servicing standards. In our opinion, management's assertion that the Company complied with the aformentioned specified minimum servicing standards during the year ended December 31, 2004 is fairly stated, in all material respects. /s/ Ernst & Young LLP March 9, 2005 A Member Practice of Ernst & Young Global EX-99.1 (r) (logo) KPMG KPMG LLP Suite 601 12 Fountain Plaza Buffalo, NY 14202 Independent Accountants' Report The Board of Directors HSBC Mortgage Corporation (USA): We have examined management's assertion, included in the accompanying Management Assertion, that HSBC Mortgage Corporation (USA) complied with the minimum servicing standards set forth in 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. Management is responsible for HSBC Mortgage Corporation (USA)'s compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company'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 HSBC Mortgage Corporation (USA)'s compliance with the minimum servicing standards specified above 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 HSBC Mortgage Corporation (USA)'s compliance with the minimum servicing standards. In our opinion, management's assertion that HSBC Mortgage Corporation (USA) complied with the aforementioned minimum servicing standards during 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 US member firm of KPMG International, a Swiss cooperative. EX-99.1 (s) (logo) Deloitte Deloitte & Touche LLP 155 East Broad Street Columbus, OH 43215-3611 USA Tel: +1 614 221 1000 Fax: +1 614 229 4647 www.deloitte.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of The Huntington National Bank Columbus, Ohio We have examined management's assertion that The Huntington National Bank (the "Company"), a wholly owned subsidiary of Huntington Bancshares Incorporated, has complied as of and for the year ended December 31, 2004, with its established minimum servicing standards for mortgage loans described in the accompanying Report of Management on Mortgage Loan Servicing dated March 24, 2005. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants as adopted by the Public Company Accounting Oversight Board and, accordingly, included examining, on a test basis, evidence about the Company'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 the Company's compliance with its minimum servicing standards. In our opinion, management's assertion that the Company complied with the aforementioned minimum servicing standards for mortgage loans 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 Columbus, Ohio March 24, 2005 Member of Deloitte Touche Tohmatsu APPENDIX I MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS 1. 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. 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. VI. DELINQUENCIES 1. Records documenting collection 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-99.1 (t) (logo) Deloitte Deloitte & Touche LLP 180 N. Stetson Avenue Chicago, IL 60601-6779 USA Tel: +1 312 946 3000 Fax: +1 312 946 2600 www.deloitte.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Morgan Stanley Dean Witter Credit Corporation Riverwoods, Illinois We have examined management's assertion that Morgan Stanley Dean Witter Credit Corporation (the "Company")has complied as of and for the year ended December 31, 2004, with its established minimum servicing standards described in the accompanying Management's Assertion dated February 23, 2005 for the consumer loans sold to Bear Stearns Mortgage Capital Corporation BART 2002-11, PRIME 2004-CL1, PRIME 2004-CL2. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants as adopted by the Public Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company'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 the Company's compliance with its minimum servicing standards. In our opinion, management's assertion that the Company 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 A. /s/ Deloitte & Touche LLP February 23, 2005 Member of Deloitte Touche Tohmatsu EX-99.1 (u) (logo) ERNST & YOUNG Ernst & Young LLP 1300 Huntington Building 925 Euclid Avenue Cleveland, Ohio 44115 Phone: (216) 861-5000 www.ey.com Report on Management's Assertion on Compliance with the Specified Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Independent Accountants Board of Directors National City Mortgage Co. We have examined management's assertion, included in the accompanying report titled Report of Management, that National City Mortgage Co. (NCM) complied with the minimum servicing standards identified in Exhibit A to the Report of Management (the specific minimum servicing standards) as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) during the year-ended December 31, 2004. Management is responsible for NCM's compliance with the specified minimum servicing standards. Our responsibility is to express an opinion on management's assertions about NCM'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 NCM's compliance with the specified minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on NCM's compliance with specified minimum servicing standards. In our opinion, management's assertion that NCM complied with the aforementioned specified minimum servicing standards during the year ended December 31, 2004, is fairly stated, in all material respects. /s/ Ernst & Young LLP March 11, 2005 A Member Practice of Ernst & Young Global EX-99.1 (v) (logo) KPMG KPMG LLP 99 High Street Boston, MA 02110-2371 Telephone 617 988 1000 Fax 617 988 0800 Internet www.us.kpmg.com Independent Accountants' Report The Board of Trustees Plymouth Bancorp, Inc.: We have examined management's assertion, included in the accompanying Management Assertion report that Plymouth Savings Bank (the "Bank") a wholly-owned subsidiary of Plymouth Bancorp, Inc. and subsidiary (effective January 1, 2005, as a result of an acquisition, Plymouth Savings Bank became a subsidiary of Eastern Bank Corporation), complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers as of and for the year ended December 31, 2004. 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 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 the Bank's compliance with the minimum servicing standards specified above 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 minimum servicing standards. In our opinion, management's assertion that the Bank complied with the aforementioned minimum servicing standards during the year ended December 31, 2004 is fairly stated, in all material respects. /s/ KPMG March 15, 2005 KPMG LLP, a U.S. limited liability partnership in the U.S. member firm of KPMG International a Swiss cooperative. EX-99.1 (w) (logo)PRICEWATERHOUSECOOPERS PricewaterhouseCoopers LLP 10 Tenth Street, Suite 1400 Atlanta GA 30309-3851 Telephone (678) 419 1000 Facsimile (678) 419 1239 Report of Independent Accountants To the Board of Directors and Stockholder of SunTrust Mortgage, Inc. and Subsidiaries: We have examined management's assertion about SunTrust Mortgage, Inc.'s (the "Company") compliance with the minimum servicing standards identified in 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 those minimum servicing standards. 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 minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2004 is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP March 24, 2005 EX-99.1 (x) (logo) PRICEWATERHOUSECOOPERS PricewaterhouseCoopers LLP Suite 1400 225 South Sixth Street Minneapolis MN 55402 Telephone (612) 596 6000 Facsimile (612) 373 7160 Report of Independent Accountants To the Board of Directors and Shareholders of U.S. Bank, N.A. We have examined management's assertion about U.S. Bank, N.A. (including U.S. Bank Home Mortgage)(the "Company") compliance with the minimum servicing standards identified in 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 those minimum servicing standards. 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 minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2004, is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP February 1, 2005 EX-99.1 (y) (logo) Deloitte Deloitte & Touche LLP Suite 3300 925 Fourth Avenue Seattle, WA 98104-1126 USA Tel: *1 206 716 7000 www.deloitte.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors Washington Mutual Bank, FA and Subsidiaries We have examined management's assertion that Washington Mutual Bank, FA and Subsidiaries (the "Company") has complied as of and for the year ended December 31, 2004, with its established minimum servicing standards for single family residential mortgages identified in the accompanying Management's Assertion, dated March 7, 2005. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board, and, accordingly, included examining, on a test basis, evidence about the Company'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 the Company's compliance with its minimum servicing standards. In our opinion, management's assertion that the Company 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 March 7, 2005 Member of Deloitte Touche Tohmatsu Washington Mutual MANAGEMENT'S ASSERTION As of and for the year ended December 31, 2004, Washington Mutual Bank, FA and Subsidiaries (the "Company") has complied, in all material respects, with the Company's established minimum servicing standards for single family residential mortgages as set forth in Appendix I (the "Standards"). The Standards are based on the Mortgage Banker's Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, the Company (as subsidiary of Washington Mutual, Inc.) was covered by a fidelity bond in the amount of $110 million and errors and omissions policy in the amount of $20 million. /s/ Craig Chapman Craig Chapman President Commercial Banking /s/ Conrad Vasquez Conrad Vasquez Senior Vice President Home Loans-Service Delivery /s/ Dyan Beito Dyan Beito Division Executive Service Delivery and Enterprise Contact Center March 7, 2005 1201 3rd Avenue Seattle, WA 98101 Washington Mutual WASHINGTON MUTUAL BANK, FA AND SUBSIDIARIES APPENDIX I: MINIMUM SERVICING STANDARDS FOR SINGLE FAMILY RESIDENTIAL MORTGAGES AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS Washington Mutual WASHINGTON MUTUAL BANK, FA AND SUBSIDIARIES APPENDIX I: MINIMUM SERVICING STANDARDS FOR SINGLE FAMILY RESIDENTIAL MORTGAGES AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS 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. 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. VI. DELINQUENCIES 1. Records documenting collection 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. 1201 3rd Avenue Seattle, WA 98101 EX-99.1 (z) (logo) KPMG KPMG LLP 2500 Ruan Center 666 Grand Avenue Des Moines, IA 50309 Independent Accountants' Report The Board of Directors Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.: We have examined management's assertion, included in the accompanying Assertion of Management of Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A. (the Company), that the Company complied with the minimum servicing standards set forth in 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. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company'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 the Company's compliance with the minimum servicing standards specified above 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 minimum servicing standards. In our opinion, management's assertion that the Company complied 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 23, 2005 EX-99.2 (a) MANAGEMENT ASSERTION As of and for the year ended December 31, 2004, American Home Mortgage Servicing, Inc. (formerly Columbia National, Incorporated) (the "Company") has complied in all material respects with the Company's established minimum servicing standards for residential mortgage loans 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. As of and for this same period, the Company had in effect a fidelity bond in the amount of $15,000,000 and errors and omissions policy in the amount of $15,000,000. March 25, 2005 /s/ Michael Strauss Michael Strauss Chief Executive Officer /s/ Robert Bernstein Robert Bernstein Controller /s/ Stephen Hozie Stephen Hozie Chief Financial Officer /s/ David Friedman David Friedman Executive Vice President APPENDIX I MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS 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 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. 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. VI. DELINQUENCIES 1. Records documenting collection 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 (b) (logo) BOK Mortgage Management's Assertion on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Management We, as members of management of Bank of Oklahoma, N.A. (the "Bank"), are responsible for complying with the minimum servicing standards identified in Attachment A (the "specified minimum servicing standards") as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP). We are also responsible for establishing and maintaining effective internal control over compliance with these specified minimum servicing standards. We have performed an evaluation of the Bank's compliance with the specified minimum servicing standards as of December 31, 2004 and for the year then ended. Based on this evaluation, we assert that during the year ended December 31, 2004, the Bank complied, in all material respects, with the specified minimum servicing standards set forth in the USAP. As of and for the same period, the Bank had in effect a fidelity bond and errors and omissions policy in the amount of $15 million and $10 million, respectively. /s/ H. James Holloman H. James Holloman Executive Vice President March 4, 2005 Attachment A Specified 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: a. be mathematically accurate; b. be prepared within forth-five (45) calendar days after the cutoff date. The cutoff date is the date as of which a bank account is reconcile every month. It may, or may not, coincide with a prescribed investor reporting date but shall be consistent from period to period; c. be reviewed and approved by someone other than the person who prepared the reconciliation; and d. 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 (2) 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 (2) 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 (2) 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 charge 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. 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 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 adjustable rate mortgage (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 shall be paid, or credited, to mortgagors in accordance with the applicable state laws. VI. Delinquencies 1. Records documenting collection 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 (i.e., 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 (c) Exhibit I Bank of America (logo) Bank of America 475 CrossPoint Parkway PO Box 9000 Getzville, NY 14068.9000 Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 11, 2005 As of and for the year ended December 31, 2004, Bank of America, N.A. (the "Company"), has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP"). As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amounts of $325,000,000 and $180,000,000, respectively. /s/ Floyd S. Robinson Floyd S. Robinson Senior Vice President President Consumer Real Estate Bank of America, N.A. /s/ H. Randall Chestnut H. Randall Chestnut Senior Vice President Bank of America, N.A. /s/ Mike Kula Mike Kula Senior Vice President Finance Executive Bank of America, N.A. /s/ Robert Caruso Robert Caruso Senior Vice President National Servicing Executive Bank of America, N.A. /s/ J. Mark Hanson J. Mark Hanson Senior Vice President Bank of America, N.A. EX-99.2 (d) Cendant Mortgage 3000 Leadenhall Road Mt. Laurel, NJ 08054 (logo) CENDANT Mortgage February 28, 2005 As of and for the year ended December 31, 2004, Cendant Mortgage Corporation (the "Company") has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers, except for as discussed below. During the year ended December 31, 2004, the Company determined it was materially non-compliant with the requirement to prepare custodial bank account reconciliations within 45 calendar days after the cutoff date and the requirement to identify and resolve reconciling items within 90 calendar days as specified by the minimum servicing standards. The Company has undertaken remediation activities to address this material instance of non-compliance as of December 31, 2004. As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amount of $160 million and $20 million, respectively. Cendant Mortgage Corporation /s/ Terence Edwards Terence W. Edwards President and Chief Executive Officer /s/ Mark Danahy Mark Danahy Senior Vice President and Chief Financial Officer /s/ Martin L. Foster Martin L. Foster Senior Vice President - Loan Servicing EX-99.2 (e) (logo) Central National Bank Management Assertion As of and for the year ended December 31, 2004, Central National Bank complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, Central National Bank had in effect a fidelity bond and errors and omissions policy in the amount of $14,000,000 /s/ Edward J. Meekins Edward J. Meekins Executive Vice President March 1, 2005 Member F.D.I. C. EX-99.2 (f) (logo) JPMorganChase Exhibit I Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 11, 2005 As of and for the year ended December 31, 2004, Chase Home Finance LLC (formerly known as Chase Manhattan Mortgage Corporation) (the "Company") has complied in all material respects with the minimum servicing standards (the "Standards") set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP"). These Standards are applicable only to the Company's prime and subprime mortgage portfolios. As of and for this same period, the Company had in effect fidelity bond and errors and omissions policies in the amounts of $250,000,000 and $25,000,000 respectively. /s/ Thomas L. Wind Thomas L. Wind Co-Chief Executive Officer Chase Home Finance LLC /s/ Scott Powell Scott Powell Co-Chief Executive Officer Chase Home Finance LLC /s/ Terry L. Gentry Terry L. Gentry SVP of Servicing Chase Home Finance LLC EX-99.2 (g) CHEVY CHASE BANK Chevy Chase Bank 7501 Wisconsin Avenue Bethesda, Maryland 20814 Report of Management on Compliance with the Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers November 5, 2004 We, as members of management of Chevy Chase Bank, F.S.B., (the Bank) are responsible for complying with the minimum servicing standards as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP"). We also are responsible for establishing and maintaining effective internal control over compliance with these standards. We have performed an evaluation of the Bank's compliance with the minimum servicing standards as set forth in the USAP as of September 30, 2004 and for the year then ended. Based on this evaluation, we assert that during the year ended September 30, 2004, the Bank complied, in all material respects, with the minimum servicing standards set forth in the USAP. As of and for this same period, the Bank had in effect a fidelity bond policy of $40,000,000 and an errors and omissions policy of $20,000,000. /s/ Alexander R.M. Boyle Alexander R.M. Boyle Vice Chairman of the Board /s/ Stephen Halpin Stephen R. Halpin, Jr. Executive Vice President and Chef Financial Officer /s/ Vicki L. Parry Vicki L. Parry Group Vice President EX-99.2 (h) (logo) citimortgage CitiMortgage,Inc. 1000 Technology Drive Mail Station 820 0'Fallon, Missouri 63304 MANAGEMENT ASSERTION As of and for the year ended December 31, 2004, CitiMortgage, Inc. and subsidiaries and CitiMortgage Asset Management, Inc. (collectively referred to as the Company) has complied, in all material respects, with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation for Mortgage Bankers. As of and for this same period, the Company had in effect a fidelity bond policy or $300 million and errors and omissions policy in the amount of $50 million. Very truly yours, By: /s/ David Schneider David Schneider, President & Chief Operating Officer of CitiMortgage, Inc. By: /s/ Bill Beckmann Bill Beckmann, President of Citigroup Real Estate Servicing and Technology By:/s/ Arlene Hyde Arlene Hyde, Managing Director Servicing Division of Citigroup Real Estate Servicing and Technology By:/s/ Paul Ince Paul Ince, Chief Financial Officer of CitiMortgage, Inc. March 4, 2005 (logo) A member of citigroup EX-99.2 (i) (logo) COLONIAL SAVINGS Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards November 10, 2004 As of and for the year ended September 30, 2004, Colonial Savings, F.A. has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, Colonial Savings, F.A. had in effect a fidelity bond and errors and omissions policy in the amount of $10,000,000. /s/ Jim E. DuBose Jim E. Dubose President and Chief Executive Officer /s/ Ben Dempsey Ben Dempsey Senior Vice President and Chief Financial Officer 2626A WEST FREEWAY, FORT WORTH, TEXAS 76102 OFFICE: 817-390-2000 www.colonialsavings.com EX-99.2 (j) (logo) Countrywide HOME LOANS 2900 MADERA ROAD SUN VALLEY, CALIFORNIA 93065-6298 (805) 955-1000 Management's Assertion March 17, 2005 As of and for the year ended December 31, 2004, Countrywide Financial Corporation and Subsidiaries (which includes its wholly-owned subsidiary, Countrywide Home Loans, Inc. ("CHL"), and Countrywide Home Loans Servicing, L.P., a wholly owned subsidiary of CHL) ("the Company") has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation for Mortgage Bankers. As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amount of $200 million and $100 million, respectively. /s/ Thomas K. McLaughlin Thomas K. McLaughlin Executive Managing Director and Chief Financial Officer /s/ Kevin Meyers Kevin Meyers Managing Director, Chief Financial Officer Loan Administration EX-99.2 (k) (logo) CUNA MUTUAL GROUP CUNA Mutual Mortgage Corporation Management's Assertion As of and for the year ended December 31, 2004, CUNA Mutual Mortgage Corporation (the "Company") has complied, in all material respects, with the Company's established minimum servicing standards for 1-4 family residential loans as set forth in Appendix I (the "Standards"). The Standards are based on the Mortgage Banker's Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, CUNA Mutual Mortgage Corporation had in effect a fidelity bond in the amount of $25,000,000 and errors and omissions policy in the amount of $15,000,000. /s/ Peter T. Sorce Peter T. Sorce Vice President - Loan Servicing February 10, 2005 Mailing Address: P.O. Box 1332 * Madison, WI 53701-1332 Street Address: 2908 Marketplace Dr., Suite 100 * Madison, WI 53719-5316 Business: 877/286-2684 * Fax: 608/232-6389 * www.cmmort.com APPENDIX I MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS 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. 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. VI. DELINQUENCIES 1. Records documenting collection 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 (l) (logo) DOWNEY SAVINGS downeysavings.com Management Assertion As of and for the year ended December 31, 2004, Downey Savings and Loan Association, F.A. has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, Downey Savings and Loan Association, F.A. had in effect a fidelity bond and errors and omissions policy in the amount of $30,000,000 and $5,000,000 respectively. /s/ John Gatzke John Gatzke, Executive Vice President /s/ 3/11/05 Date Downey Savings and Loan Association, F.A. P.O. Box 6060 * Newport Beach, California 92658-6060 * (949) 854-3100 Express Mail Delivery: 3501 Jamboree Road * Newport Beach, California 92660-2980 (logo) FDIC Insured EX-99.2 (m) (logo)EverHome MORTGAGE COMPANY Management's Assertion Regarding Compliance With Minimum Servicing Standards As of and for the year ended December 31, 2004, EverHome Mortgage Company (the "Company") has complied, in all material respects, with the Company's established minimum servicing standards for single family residential mortgages as set forth in Appendix I (the "Standards"). The Standards are based on the Mortgage Banker's Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, EverHome Mortgage Company had in effect a fidelity bond and errors and omissions policy in the amount of $20 million, respectively. /s/ Gary A. Meeks Gary A. Meeks Chairman and Executive Officer 2/25/05 Date /s/ Michael C. Koster Michael C. Koster President and Operating Officer 2-25-05 Date /s/ W. Blake Wilson W. Blake Wilson Executive Vice President and Chief Financial Officer, EverBank 2/25/05 Date 8100 Nations Way * Jacksonville, FL 32256 APPENDIX I MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS 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. 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. VI. DELINQUENCIES 1. Records documenting collection 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 (n) (logo) Fifth Third Bank March 8, 2005 Management's Assertion As of and for the year ended December 31, 2004, Fifth Third Mortgage Company (the "Company") has complied in all material respects with the Company's established minimum servicing standards for residential mortgage loans 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. As of and for this same period, the Company had in effect a fidelity bond in the amount of $100,000,000 from January 1, 2004 to June 30, 2004 and $75,000,000 from July 1, 2004 to December 31, 2004, and errors and omissions policy in the amount of $5,000,000 per mortgage. /s/ Diane Dewbrey Diane Dewbrey Senior Vice President /s/ Charles Maness Charles Maness Vice President APPENDIX I MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS 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 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 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 the mortgagor with respect to the unpaid principal balance on a monthly basis. 2. Adjustments on ARM loans shall be computed based on the related contract terms 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 shall be paid, or credited, to mortgagors in accordance with the applicable state laws. VI. DELINQUENCIES 1. Records documenting collection 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 contracts including, for example, phone calls, letters and 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 (o) (logo) FIRST HORIZON. HOME LOANS Pete Makowiecki Sr. Executive Vice President Chief Financial Officer KPMG LLP 717 North Harwood Street, Suite 3100 Dallas, TX 75201 March 25, 2005 Ladies and Gentlemen: As of and for the year ended December 31, 2004, First Horizon Home Loan Corporation and its wholly-owned subsidiary, First Tennessee Mortgage Services, Inc., which includes a consolidated investment in FH-FF Mortgage Services, L.P., (collectively, the Company) complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, the Company had in effect a fidelity bond policy in the amount of $100,000,000 and an errors and omissions policy in the amount of $25,000,000. Sincerely, /s/ Peter F. Makowiecki Peter F. Makowiecki Chief Financial Officer First Horizon Home Loan Corporation 4000 Horizon Way Irving, TX 75063 Phone: (800) 707-0139 EX-99.2 (p) (logo) GMAC Mortgage Exhibit 1 Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 18, 2005 As of and for the year ended December 31, 2004, GMAC Mortgage Corporation and its subsidiaries (the "Company") have complied in all material respects with the minimum servicing standards (the "Standards") set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP" except as follows: Section I - Custodial Bank Accounts requires that reconciliations be prepared on a monthly basis for all custodial bank accounts and related bank clearing accounts. These reconciliations shall be prepared within forty-five (45) calendar days after the cutoff date and reconciling items resolved within ninety (90) calendar days of their original identification. Subsequent to the Company's servicing platform conversion that took place in January of 2004, and as a result of temporary reporting challenges resulting from this conversion, there were bank accounts over the course of several months where the Company was not in full compliance with USAP requirements as it related to the preparation of custodial bank reconciliations within 45 calendar days of cutoff as well as the resolution of reconciling items within 90 calendar days of original identification. The Company remediated the issues related to the preparation of custodial bank accounts reconciliations within 45 calendar days as of December 31, 2004. The Company has subsequently, in 2005, remediated the resolution of reconciling items within 90 calendar days of original identification. As of and for this same period, the Company had in effect fidelity bond and errors and omissions policies in the amounts of $300,000,000 and $100,000,000, respectively. GMAC Mortgage Finance Department 4 Walnut Grove Drive Horsham, PA 19044 /s/ David Applegate David Applegate Chief Executive Officer GMAC Residential Holding Corp /s/ Ralph Hall Ralph Hall Chief Operating Officer GMAC Residential Holding Corp /s/ Tony Renzi Tony Renzi Executive Vice President, National Servicing Administration GMAC Residential Holding Corp /s/ Jim Hillsman Jim Hillsman Chief Financial Officer GMAC Residential Holding Corp EX-99.2 (q) (logo) HIBERNIA Mortgage Banking MEMBER FDIC 11130 Industriplex Blvd Baton Rouge, LA 70809 Report of Management We, as members of management of Hibernia National Bank (the Company), a wholly owned subsidiary of Hibernia Corporation, are responsible for complying with the minimum servicing standards identified in attached Exhibit A (the "specified minimum servicing standards"), as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP). We are also responsible for establishing and maintaining effective internal control over compliance with these specified minimum servicing standards. We have performed an evaluation of the Company's compliance with the minimum servicing standards as set forth in the USAP as of December 31, 2004 and for the year then ended. Based on this evaluation, we assert that during the year ended December 31, 2004, the Company complied, in all material respects, with the specified minimum servicing standards set forth in the USAP. As of and for this same period, the Company had in effect a fidelity bond in the amount of $35 million and an errors and omissions policy in the amount of $20 million. /s/ Greg J. Bell Greg J. Bell Sr. V.P. Mortgage Servicing /s/ Paul M. Peters Paul M. Peters President, Mortgage Banking March 10, 2005 Exhibit A Specified 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: a. be mathematically accurate; b. be prepared within forty-five (45) calendar days after the cutoff date. The cutoff date is the date as of which a bank account is reconciled every month. It may, or may not, coincide with a prescribed investor reporting date but shall be consistent from period to period; c. be reviewed and approved by someone other than the person who prepared the reconciliation; and d. 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 (2) 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 (2) 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 (2) 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. Unissued 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 adjustable rate mortgage (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. Mortgagor Loan Accounting (continued) 2. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. VI. Delinquencies 1. Records documenting collection efforts shall be maintained during the period a loan is in default and shall be undated 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 (i.e., illness or unemployment). VII. Insurance Policies 4. 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 (r) (logo) HSBC Management Assertion As of and for the year ended December 31, 2004, HSBC Mortgage Corporation (USA) complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, HSBC Mortgage Corporation (USA) had in effect fidelity bond and errors and omissions policies in the amount of $683,476,500 and $88,000,000 respectively. /s/ Joseph F. Prasnjak Joseph F. Prasnjak SVP, Mortgage Finance /s/ Lawrence A. Schiavi Lawrence A. Schiavi SVP, Executive Management Committee /s/ Michael T. Stilb Michael T. Stilb SVP, Mortgage Servicing HSBC Mortgage Corporation (USA) 2929 Walden Avenue, Depew, NY 14043 (logo) EQUAL HOUSING LENDER EX-99.2 (s) (logo) Huntington The Huntington National Bank Huntington Center Columbus, Ohio 43287 REPORT OF MANAGEMENT ON MORTGAGE LOAN SERVICING March 24, 2005 As of and for the year ended December 31, 2004, The Huntington National Bank (the "Company"), a wholly owned subsidiary of Huntington Bancshares Incorporated, has complied, in all material respects, with the Company's established minimum servicing standards for mortgage loans 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. As of and for this same period, the Company had in effect a fidelity bond in the amount of $50,000,000 and an errors and omissions policy in the amount of $10,000,000 and $11,500,000 for the periods January 1, 2004 - February 29, 2004 and March 1, 2004 - December 31, 2004, respectively. /s/ James R. Baron James R. Baron Director of Huntington Mortgage Group /s/ Michael D. Greenwood Michael D. Greenwood Senior Vice President of Huntington Mortgage Group APPENDIX I MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS 1. 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. 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. VI. DELINQUENCIES 1. Records documenting collection 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 (t) MORGAN STANLEY DEAN WITTER CREDIT CORPORATION Michael J. Gillespie Finance Director Management's Assertion As of and for the year ended December 31, 2004, Morgan Stanley Dean Witter Credit Corporation (the "Company") has complied, in all material respects, with the Company's established minimum servicing standards for consumer loans being serviced as set forth in Appendix A (the "Standards"). The Standards are based on the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, Morgan Stanley had in effect a fidelity bond in excess of $20 million and errors and omissions policy in the amount of $5 million under which the Company was covered. /s/ Thomas F. White Thomas F. White President and Chief Executive Officer & Director of Mortgage Lending /s/ Martin W. Slusarz Martin W. Slusarz Senior Vice President, Controller February 23, 2005 2500 Lake Cook Road, 1 East, Riverwoods, Illinois 60015 Tel (224) 405-1903 Management Assertion 12 31 04 APPENDIX A MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS 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. 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. VI. DELINQUENCIES 1. Records documenting collection 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 (u) (logo) National City Mortgage National City Mortgage Co. A Subsidiary of National City Bank of Indiana 3232 Newmark Drive * Miamisburg, Ohio 45342 Telephone: (937) 910-1200 Mailing Address: P.O. Box 1820 Dayton, Ohio 45401-1820 Management's Assertion on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Management We, as members of management of National City Mortgage Co. (NCM), are responsible for complying with the minimum servicing standards as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP). We are also responsible for establishing and maintaining effective internal control over compliance with these standards. We have performed an evaluation of NCM's compliance with the minimum servicing standards as set forth in the USAP as of December 31, 2004 and for the year then ended. Based on this evaluation, we assert that during the year ended December 31, 2004, NCM complied, in all material respects, with the minimum servicing standards set forth in the USAP. As of and for this same period, NCM had in effect a fidelity bond policy in the amount of $200 million and an errors and omissions policy in the amount of $250 million. /s/ T. Jackson Case, Jr T. Jackson Case, Jr., Executive Vice President March 4, 2005 No one Cares More ! EX-99.2 (v) (logo) PLYMOUTH SAVINGS BANK Performs. 151 Campanelli Drive, P.O. Box 1439, Middleborough, MA 02346-4439 (508) 946-3000 March 15, 2005 KPMG LLP 99 High Street Boston, MA 02110 Ladies and Gentlemen: We are providing you this letter in connection with your examination of management's assertion about Plymouth Savings Bank's (the "Bank"), a wholly owned subsidiary of Plymouth Bancorp, Inc. and subsidiary, compliance with the minimum servicing standards set forth in 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 for the purpose of expressing an opinion as to whether management's assertion is fairly stated, in all material respects. We confirm, to the best of our knowledge and belief, the following representations made to you during your examination. 1. We are responsible for complying with the minimum servicing standards in the USAP. 2. We are responsible for establishing and maintaining effective internal control over compliance with the minimum servicing standards. 3. We have performed an evaluation of the Bank's compliance with the minimum servicing standards. 4. As of and for the year ended December 31, 2004, Plymouth Savings Bank has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. 5. We have disclosed to you all known noncompliance with the minimum servicing standards. 6. We have made available to you all documentation related to compliance with the minimum servicing standards. 7. We have disclosed any communications from regulatory agencies, internal auditors, and other practitioners concerning possible noncompliance with the minimum servicing standards, including communications received between December 31, 2004 and March XX, 2005. 8. We have disclosed to you any known noncompliance occurring subsequent to December 31, 2004 to the date of this letter. Very truly yours, Plymouth Bancorp, Inc. /s/ Charles H. Ritch Charles H. Ritch President /s/ David Brennan David Brennan Senior Vice President and Treasurer Coruit (508) 428-1300 * Duxbury (781) 934-0101 * Falmouth (508) 548-3000 * Kingston (781) 585-6150 * Lakeville (508) 947-6601 Marion (508)748-2919 * Mashpee (508) 477-7984 * Mattapoisett (508) 758-4936 * Middleborough Center (508) 947-1300 Plymouth (508) 746-3300 * West Plymouth (508) 747-6060 * Raynham (508) 977-2420 * Sandwich (508) 888-4444 * Teaticket (508) 540-5002 Wareham (508) 295-3800 * East Wareham (508) 291-0908 www.plymouthsavings.com Member FDIC Member DIF Equal Housing Lender (logo) EX-99.2 (w) SunTrust Mortgage, Inc. 901 Semmes Avenue Richmond, VA 23224 (logo) SUNTRUST Exhibit I Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 23, 2005 As of and for the year ended December 31, 2004, SunTrust Mortgage, Inc. and its subsidiaries (the "Company") have complied in all material respects with the minimum servicing standards (the "Standards") set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAF") except as follows: Section III - Disbursements which requires that amounts remitted to investors per the servicer's investor reports shall agree with cancelled checks, or other form of payment, or custodial bank statements. The principal and interest for an individual loan to one investor as indicated by the Company's servicing records, did not agree with the investor's determination of the remittance for that loan. The investor drafted the amount as indicated by its records not the amount indicated by the Company's servicing records, resulting in a difference between the Company's investor reports and the payment amount. This was due to a modification that was processed on the loan and initially rejected by the investor. Subsequent negotiations with the investor resulted in acceptance of the loan modification, acceptance of the Company's payment calculation and reimbursement for all remittance differences associated with the loan. As of and for this same period, the Company had in effect a SunTrust Banks, Inc. fidelity bond in the amount of $150 million and a SunTrust Banks, Inc. mortgage errors and omissions policy in the amount of $25 million. /s/ Marvin L. Watts Marvin L. Watts Executive Vice President, Executive Servicing & Operations Manager /s/ Julee W. Andrews Julee W. Andrews Senior Vice President, Chief Financial Officer, Treasurer /s/ John R. Purcell, Jr. John R. Purcell, Jr. Senior Vice President, Loan Administration Officer Exhibit II USAP MINIMUM SERVICING STANDARDS I. CUSTODIAL BANK ACCOUNTS 1. Reconciliations shall he 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. Exhibit II III. DISBURSEMENTS, continued 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. Unissued 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, investor's 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. 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. VI. DELINQUENCIES Records documenting collection 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 (x) (logo) usbank Five Star Service Guaranteed Exhibit I Home Mortgage 1550 American Boulevard E Suite 880 Bloomington, MN 55425 Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards January 24, 2005 As of and for the year ended December 31, 2004, U.S. Bank, N.A and its subsidiaries (including U.S. Bank Home Mortgage)(the "Company") have complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP"). As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amounts of $125,000,000 and $125,000,000 respectively. /s/ Dan Arrigoni Dan Arrigoni President and Chief Executive Officer U.S. Bank Home Mortgage /s/ Rick Aneshansel Rick Aneshansel Chief Financial Officer U.S. Bank Home Mortgage /s/ Robert Smiley Robert Smiley Executive Vice President, Mortgage Servicing US. Bank Home Mortgage EX-99.2 (y) Washington Mutual MANAGEMENT'S ASSERTION As of and for the year ended December 31, 2004, Washington Mutual Bank, FA and Subsidiaries (the "Company") has complied, in all material respects, with the Company's established minimum servicing standards for single family residential mortgages as set forth in Appendix I (the "Standards"). The Standards are based on the Mortgage Banker's Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, the Company (as subsidiary of Washington Mutual, Inc.) was covered by a fidelity bond in the amount of $110 million and errors and omissions policy in the amount of $20 million. /s/ Craig Chapman Craig Chapman President Commercial Banking /s/ Conrad Vasquez Conrad Vasquez Senior Vice President Home Loans-Service Delivery /s/ Dyan Beito Dyan Beito Division Executive Service Delivery and Enterprise Contact Center March 7, 2005 1201 3rd Avenue Seattle, WA 98101 Washington Mutual WASHINGTON MUTUAL BANK, FA AND SUBSIDIARIES APPENDIX I: MINIMUM SERVICING STANDARDS FOR SINGLE FAMILY RESIDENTIAL MORTGAGES AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS 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. 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. VI. DELINQUENCIES 1. Records documenting collection 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. 1201 3rd Avenue Seattle, WA 98101 EX-99.2 (z) (logo) Wells Fargo Home Mortgage 1 Home Campus Des Moines, IA 50328 Assertion of Management of Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A As of and for the year ended December 31, 2004, Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A. (the Company) has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, the Company had in effect a fidelity bond along with an errors and omissions policy in the amounts of $100 million and $20 million, respectively. /s/ Michael J. Heid February 23, 2005 Michael J. Heid, Division President, Capital Markets, Finance, & Administration Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A. /s/ Franklin R. Codel February 23. 2005 Franklin R. Codel, Executive Vice President, Finance and Corporate Real Estate Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A. /s/ Michael Lepore February 23. 2005 Michael Lepore, Executive Vice President, Institutional Lending Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A. /s/ Mary Coffin February 23, 2005 Mary Coffin, Executive Vice President, Servicing & Post Closing Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A. Wells Fargo Home Mortgage Is a division of Wells Fargo Bank, N.A. EX-99.3 (a) (logo) AHM American Home Mortgage Servicing 7142 Columbia Gateway Drive Columbia, Maryland 21046 Wells Fargo Bank Minnesota, N.A. 9062 Old Annapolis Rd. Columbia, MD 21045 Attention: Master Servicing www.americanhm.com RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 2004 fiscal year: (A) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Wells Fargo Bank Minnesota, N.A.; (B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; (C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (E) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Wells Fargo Bank Minnesota, N.A.; (F) All Custodial Accounts have been reconciled and are properly funded; and (G) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: /s/ David Friedman Officer Signature David Friedman Officer Name Executive Vice President Loan Servicing Title 2-26-05 Date Licensed Or Authorized Mortgage Lender Throughout The Fifty States And The District of Columbia An American Home Mortgage Investment Corp. Company New York Stock Exchange Listing Symbol - AHM EX-99.3 (b) (logo) BOk Mortgage P.O. Box 35688 Tulsa, OK 74153-0688 Telephone (800) 947-7061 (918) 488-7060 Wells Fargo Bank Minnesota, N.A. 9062 Old Annapolis Rd. Columbia, MD 21045 Attn: Master Servicing Re: Officers Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 2004 fiscal year: (A) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the Servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Wells Fargo Bank Minnesota, N.A.; (B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; (C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (E) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Wells Fargo Bank Minnesota, N.A.; (F) All Custodial Accounts have been reconciled and are properly funded; and (G) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: /s/Cathy Bratton Cathy Bratton VP Title 3-5-05 Date EX-99.3 (c) PRIME 2004-CL1, PRIME 2004-CL2 BANK OF AMERICA MORTGAGE SECURITIES, INC. MORTGAGE PASS-THROUGH CERTIFICATES, SERIES SET FORTH ON EXHIBIT I HERETO OFFICER'S CERTIFICATE PURSUANT TO SECTION 11.20 OF THE AGREEMENTS LISTED ON EXHIBIT I HERETO I, H. Randall Chestnut, Senior Vice President of Bank of America, N.A., (the "Servicer'), hereby certify pursuant to Section 11.20 of the Pooling and Servicing Agreements listed on Exhibit I hereto (collectively, the "Agreements") that: (a) a review of the activities of the Servicer during calendar year 2004 and of the performance of the Servicer under the Agreements has been made under my supervision, and (b) to the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under the Agreements throughout calendar year 2004. Dated: March 15, 2005 BA MORTGAGE, LLC, as Servicer By: /s/ H. Randall Chestnut Name: H. Randall Chestnut Title: Senior Vice President EX-99.3 (d) PHH Mortgage Services (logo) PHH Wells Fargo Bank. N.A. 9062 Old Annapolis Rd. Columbia, MD 21054 Attention: Kim RE: Annual Statement as to Compliance Investor number(s)/Deal name(s): as listed on the attached Schedule A Dear Investor, Master Servicer or Trustee, The undersigned officer certifies the following for PHH Mortgage Corp. f/k/a Cendant Mortgage Corp. for the 2004 calendar year. To the best of our knowledge: a) The activities and performance of the Servicer during the preceding Fiscal year under the terms of the above Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Servicer Guide and to the best of my knowledge the Servicer has fulfilled all of its duties, responsibilities or obligations under this Agreement throughout such year, or if there has been default or failure of the Servicer to perform any such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Wells Fargo Bank; b) The Servicer is currently an approved FNMA or FHLMC Servicer in good standing: c) The Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Servicer Guide are in full force and effect; d) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that such insurance policies are in full force and effect; e) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgage Property, have been paid, or if any such costs or expenses have been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Wells Fargo Bank; f) All Custodial Accounts have been reconciled and are properly funded; and g) All annual reports of Foreclosure and Abandonment of Mortgaged Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified by /s/ William E. Fricke, Jr. William E. Fricke, Jr. Assistant Vice President 3/15/05 Date: PHH Mortgage Services (logo) PHH SCHEDULE A BAY 2004-C MARM 2004-3 THB 2004-1 BAY 2004-D MARM 2004-4 THB 2004-2 BSA 2003-AC7 MARM 2004-5 WFMBS 2004-1 BSA 2004-AC1 MASTR 2003-10 BSA 2004-AC2 MASTR 2003-11 BSA 2004-AC4 MASTR 2003-12 BSA 2004-AC5 MASTR 2003-7 BSA 2004-AC6 MASTR 2003-8 BSL 2003-7 MASTR 2003-9 BSL 2004-12 MASTR 2004-1 BSL 2004-3 MASTR 2004-10 BSL 2004-4 MASTR 2004-11 BSL 2004-6 MASTR 2004-3 BST 2003-9 MASTR 2004-4 BST 2004-1 MASTR 2004-5 BST 2004-10 MASTR 2004-6 BST 2004-12 MASTR 2004-8 CSF 2004-1 MASTR 2004-9 CSF 2004-AR1 MLC 2004-1 CSF 2004-AR2 MLC 2004-A HBV 2004-10 MLC 2004-B JPMMT 2004-Al MLC 2004-C JPMMT 2004-A2 MLC 2004-D JPMMT 2004-A3 MLC 2004-E JPMMT 2004-A4 MLC 2004-F JPMMT 2004-A5 MLC 2004-G JPMMT 2004-A6 MLC 2004-HB1 JPMMT 2004-S2 MLM 2004-A01 MAL 2004-1 MSML 2004-10AR MAL 2004-10 MSML 2004-11A MAL 2004-11 MSML 2004-2AR MAL 2004-12 MSML 2004-3 MAL 2004-13 MSML 2004-4 MAL 2004-3 MSML 2004-5AR MAL 2004-4 MSML 2004-6AR MAL 2004-5 MSML 2004-7AR MAL 2004-6 MSML 2004-8AR MAL 2004-7 MSML 2004-9 MAL 2004-8 MSSTA 2004-1 MAL 2004-9 PRM 2004-CL1 MARM 2004-1 PRM 2004-CL2 MARM 2004-10 SAIL 2004-7 MARM 2004-11 SAM 2004-AR1 MARM 2004-15 THB 2003-2 MARM 2004-2 THB 2003-5 EX-99.3 (e) Exhibit "A" Wells Fargo Bank Minnesota, N.A. 9062 Old Annapolis Rd. Columbia, MD 21045 Attention: Master Servicing RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 2004 fiscal year: (A) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Wells Fargo Bank Minnesota, N.A.; (B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; (C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (E) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Wells Fargo Bank Minnesota, N.A.; (F) All Custodial Accounts have been reconciled and are properly funded; and (G) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: /s/ Jason H. Seifried Jason H. Seifried Officer Vice President Title 3/15/05 Date EX-99.3 (f) (logo) CHASE Wells Fargo Bank Minnesota, N.A. 9062 Old Annapolis Rd. Columbia, MD 21045 Attention: Master Servicing RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 2004 fiscal year: (A) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Wells Fargo Bank Minnesota, N.A.; (B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; (C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (E) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Wells Fargo Bank Minnesota, N.A.; (F) All Custodial Accounts have been reconciled and are properly funded; and (G) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: /s/ Terry L. Gentry Officer: Terry L. Gentry Title: Senior Vice President Date: March 15, 2005 EX-99.3 (g) (logo) CHEVY CHASE BANK 6151 Chevy Chase Drive Laurel, Maryland 20707 Wells Fargo Bank MPF 9062 Old Annapolis Road Columbia, MD 21045-1951 MAC-N2702-011 Dionne Waldron-Dixon December 15, 2004 Subject: Annual Audited Financial Statements, Uniform Single Audit Letter and Statement of Compliance Certification (F.Y. Ending 09/30/04) In compliance with the servicing guidelines and requirements outlined in the Servicing Agreement between your company and Chevy Chase Bank, F.S.B., I hereby submit the above information and reports for your review as follows: (A) Enclosed is our 2004 Audited Financial Statement prepared by our independent accounting firm of Ernst & Young, by Mr. Robert G. Arnall, Audit Partner, at 8484 Westpark Drive, McLean, Virginia 22102, (703)747-0833, ID # 34-6565596. This information is confidential and by accepting it, you agree to maintain its confidentiality. This precludes all photo-copying, as well as distribution, other than for internal review purposes. (B) Enclosed is a copy of the Uniform Single Audit Letter issued by Ernst and Young. (C) Evidence of our current Fidelity Bond and Errors and Omissions Insurance Policy Certificates showing coverage, limits of liability and deductibility was forwarded in March 2004 by our company under separate cover by our Insurance Agent: Chevy Chase Insurance Company, 7501 Wisconsin Avenue, Bethesda, Maryland 20814. (D) As Loan Servicing Manager and an Officer of Chevy Chase Bank, and having authorization to issue this officers certification statement, I hereby submit the following: 1. All information pertaining to real estate transactions has been reported as required by the Internal Revenue Service. 2. All insurance premiums for each Hazard Insurance Policy, Flood Insurance Policy (if any), Primary Mortgage Insurance Policy (if any), (logo) CHEVY CHASE BANK 6151 Chevy Chase Drive Laurel, Maryland 20707 Annual Compliance Page 2 and FHA Certification of Mortgage Insurance (if any), all taxes, ground rents and other charges have been paid when due or within applicable grace periods. 3. An escrow analysis has been made to ensure sufficient moneys are being collected in escrow for the current year. 4. The status of each mortgage has been reported to the major credit repositories each month. 5. All required interest rate and/or monthly payment adjustments for the ARMS and GPARMS were made in accordance with the mortgage documents. The officer signing this certificate has reviewed the activities and performance of the Servicer during the preceding fiscal year under the Servicing Agreement and, to the best of the officer's knowledge, the Servicer has fulfilled all of its duties, responsibilities and obligations under the Servicing Agreement throughout such year. Sincerely, /s/ Vicki L. Parry Vicki L. Parry Group Vice President Mortgage Loan Servicing Division VLP:eay Enclosures (logo) CHEVY CHASE BANK 6151 Chevy Chase Drive Laurel, Maryland 20707 Annual Compliance Page 3 Below is an updated list of key personnel in our Mortgage Banking Division with corresponding titles and areas of responsibility: NAME RESPONSIBILITY Robert D. Broeksmit, President B.F. Saul Mortgage Company (240) 497-8300 Robert B. Buffalo, Group V.P. Mortgage Operations (240) 497-8030 Vicki L. Parry, Group V.P. Loan Servicing Manager (301) 939-4076 Joseph P. Eger, V.P. Assistant Servicing Manager (301) 939-4075 Customer Service/Collections/Cash Payoffs/Releases/Escrow Carol Thomas, V.P. Mortgage Accounting (301) 240-497-7069 Product Controller Investor Reporting Debbie Adams, A.V.P. Special Loans Manager (301) 939-4115 Adjustable Rate Mortgages Jeffrey Huston, V.P. Loss Mitigation Manager (301) 939-4057 Bankruptcy/Foreclosure/REOS EX-99.3 (h) (logo) Citi CitiMortgage, Inc. P.O. Box 790013 M.S. 313 St. Louis, MO 63179-0013 www.citimortgage.com March 11, 2005 WELLS FARGO BANK MINN. NA 9062 OLD ANAPOLIS RD COLUMBIA, MD 21045 OFFICER'S CERTIFICATE RE: Annual Statement as to Compliance: See Attachment A Dear Investor: The activities CitiMortgage, Inc., has performed during the preceding calendar year, under the governing servicing agreement for the Investor Code above, have been conducted under my supervision. Based upon a review of those activities and to the best of my knowledge, CitiMortgage, Inc. has fulfilled all of its obligations under this servicing agreement. CitiMortgage, Inc. BY: /s/ Patsy M. Barker Patsy M. Barker, Vice President CitiMortgage, Inc. BY: /s/ Timothy Klingert Timothy Klingert, Vice President CitiMortgage, Inc. A member of citigroup (logo) Attachment A BAFC2004-2 BAY2002-C BAY2003-A BAY2003-E BAY2003-F BAY2003-F BAY2003-G BAY2004-A BAY2004-C BEARWHSE BSAB01-AC1 BSAB02-AC1 BSAB03-AC5 BSAB2001-2 BSRT2001-4 CF1990BN-1 CF1991CI-1 CF1991CI-2 CF1991CI-3 CMLT04-HE1 CMLT2003-1 CMLT2004-1 CMLT2004-2 CSFBO4-4 CSFBO4-7 CSFBO4-8 FN1988-1 FN1989-1 FNMA200233 FNMA2002W8 FNT2001-3 FU-4700004 GEFLM15-2 GEWAREHOUS GF1991-1 GRPRES GS2003-3 GS2004-1 HAN1999-A HAN1999-B HARTX83-A HLBPI-MPF ICA1989-2 LEXR MALT04-10 MALT04-11 MALT04-12 MALT04-13 MALT2003-5 MALT2003-6 MALT2003-7 MALT2003-8 MALT2003-9 MALT2004-1 MALT2004-2 MALT2004-3 MALT2004-4 MALT2004-5 MALT2004-6 MALT2004-7 MALT2004-8 MAST03-11 MAST03-12 MAST04-10 MAST04-11 MAST2003-7 MAST2003-8 MAST2004-3 MAST2004-5 MAST2004-6 MAST2004-8 MAST2004-9 MMWHSE MS2004-3 MS2004-4 MSST2004-1 NAAC2004R2 NAAC2004R3 NATIONSBK PHM95-W12 PHM96-W6 PRM04-CL1 PRM04-CL2 SAL2003-1 SAL2003-1 SALCGWHSE SASCO02-9 SASI93-6 SMT92-11 SMT92-12 UCB4550001 UPS USB WFMB02-07 WFMB03-05 WFMB03-06 EX-99.3 (i) (logo) COLONIAL SAVINGS ANNUAL CERTIFICATE FOR THE Wells Fargo Bk MN, NA INVESTOR # 3146, 3164, 3173, 3532, 3337, 3409, 3531, 3743 In accordance with the Sale and Servicing Agreement for the referenced program, I, the undersigned, hereby certify as to each mortgage loan being serviced by the below named institution that as of the preceding anniversary date of the Agreement: 1. As an "Officer" of the below named institution as such term is defined in the Agreement and being authorized to issue this Annual Certificate. 2. All real estate taxes and special assessments of any nature, relating to the mortgage loans, have been paid as and when due. 3. The insurance policies are fully paid and comply with the Agreement. 4. Analysis has been made to insure sufficient monies are being collected in escrow for the current year. 5. All inspections have been made as required by the Agreement. It is further certified that, To the best of my knowledge and upon reasonable investigation, the servicing of the mortgage loans during the year preceding the last Anniversary date of the Agreement has been conducted in compliance with the Agreement except for such exceptions as have been set forth below: EXCEPTIONS: (if any) A review of activities with respect to performance under the Agreement during the year preceding the last anniversary date of the Agreement has been made under my supervision and to the best of my knowledge, based on such review, no default exists as of the below date in the fulfillment of any obligations under the Agreement other than the events of default, if any, which have been listed below with the nature and status thereof: EVENTS OF DEFAULT: (if any): PARTICIPANT: COLONIAL SAVINGS, F.A. SIGNED:/s/Cary W. Adams TITLE: Cary W. Adams, Senior Vice President DATED: December 31, 2004 2626A WEST FREEWAY, FORT WORTH, TEXAS 76102 OFFICE: 817-390-2000 www.colonialsavings.com EX-99.3 (j) Exhibit "A" Wells Fargo Bank Minnesota, N.A. 9062 Old Annapolis Rd. Columbia, MD 21045 Attention: Master Servicing RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 2004 fiscal year: (A) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Wells Fargo Bank Minnesota, N.A.; (B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; (C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (E) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Wells Fargo Bank Minnesota, N.A.; (F) All Custodial Accounts have been reconciled and are properly funded; and (G) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: /s/ Countrywide /s/ Joseph Candelario Officer First Vice President Title /s/ 3/21/05 Date EX-99.3 (k) February 17, 2005 (logo) CUNA MUTUAL GROUP CUNA Mutual Mortgage Corporation Mortgage Loan Servicing Wells Fargo Bank Minnesota, N.A. 9062 Old Annapolis Rd Columbia, MD 21044-3562 Attention: Master Servicing RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 2004 fiscal year: (A) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Wells Fargo Bank Minnesota, N.A.; (B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; (C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (E) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Wells Fargo Bank Minnesota, N.A.; (F) All Custodial Accounts have been reconciled and are properly funded; and and (G) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: /s/Peter T. Sorce Officer: Peter T. Sorce Vice President - Loan Servicing Title February 17, 2005 Date Mailing Address: P.O. Box 1332 * Madison, WI 53701-1332 Street Address: 2908 Marketplace Dr., Suite 100 * Madison, WI 53719-5316 Business: 800/221-2921 * Fax: 608/232-6395 * www.myloaninformation.com EX-99.3 (l) (logo) DOWNEY SAVINGS downeysavings.com Officer's Certificate The undersigned Officer certifies the following for the 2004 fiscal year: 1. I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the term of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Downey Savings and Loan Association, F.A.; 2. I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; 3. I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance coverage and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; 4. All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Private Mortgage Insurance (if applicable), with respect to each mortgaged property, have been paid and that all such insurance policies are in full force and effect; 5. All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any mortgaged property, have been paid, or if any such costs or expenses have not been paid with respect to any mortgaged property, the reason for the non-payment has been reported to Downey Savings and Loan Association, F.A.; 6. Monthly payment adjustments for adjustable rate mortgage loans have been made according to the terms of the mortgage documents; 7. Escrow analysis has been performed in accordance with RESPA to ensure sufficient moneys are being collected in escrow for the current year; 8. All Custodial Accounts have been reconciled timely and are properly funded; and 9. All annual reports of Foreclosure and Abandonment of Mortgaged Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: /s/ John Gatzke John Gatzke Executive Vice President /s/ 3/11/05 Date Downey Savings and Loan Association, F.A. P.O. Box 6060 * Newport Beach, California 92658-6060 * (949) 854-3100 Express Mail Delivery: 3501 Jamboree Road * Newport Beach, California 92660-2980 EX-99.3 (m) (logo)EverHome MORTGAGE COMPANY Officer's Certification of Servicing 2004 The undersigned officer certifies to the best of his/her knowledge the following for the 2004 fiscal year: (a) I have reviewed the activities and performance of EverHome Mortgage Company, f/k/a Alliance Mortgage Company during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide. To the best of this Officers' knowledge, we have fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year; (b) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (c) All Custodial Accounts have been reconciled and are properly funded. /s/ Pam E. Rothenberg Pam E. Rothenberg Sr. Vice President February 21, 2005 EverHome Mortgage Company, 8100 Nations Way, Jacksonville, FL 32256 EX-99.3 (n) (logo) Fifth Third Bank 5050 Kingsley Drive Cincinnati, Ohio 45263 Officer's Certificate The undersigned Officer certifies the following for the 2004 fiscal year. A. I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of this Officer's knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year. B. I have Confirmed that the Servicer is currently an approved FNMA and FHLMC Servicer in good standing; C. I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other Bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; D. All premiums for each Hazard Insurance policy, Flood Insurance Policy (if applicable), and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgage Property, have been paid and that all such insurance policies are in full force and effect; E. All real estate taxes, government assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property have been paid. All Custodial Accounts have been reconciled and are properly funded; and F. All annual reports and Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: /s/ Chuck Maness Assistant Cashier, Manager Investor Reporting Title 3/16/05 Date EX-99.3 (o) ANNUAL SERVICING CERTIFICATION In connection with the loans serviced by First Horizon Home loans (formerly FT Mortgage Companies) during the fiscal year December 31, 2004, we confirm the following to be materially correct and accurate to the best of our knowledge, information and belief: 1. Real estate taxes, special assessments and any charges that may become a lien upon the property and which come due in the last calendar year have been paid. This also includes the verification with taxing authorities for non- escrowed mortgages. 2. FHA insurance premiums or private mortgage insurance premiums, if applicable, have been paid and are in full force and effect. 3. Properties are adequately insured and your interest, as Mortgagee, is properly provided for in the mortgage clause. This includes both flood and hazard insurance. 4. For those loans being escrowed for the payment of taxes and insurance, sufficient amounts are being collected monthly to provide for payment of future items. 5. Property inspections have been completed according to the provisions of our servicing agreement, if applicable. 6. All other provisions of the servicing agreements have been adhered to. 7. To the extent there exist any exceptions to the foregoing that are deemed to be material in nature, such exception(s) will be recited in an Exhibit attached hereto and accompanied by an explanation thereof. In the event, no Exhibit is attached herto; it is to be presumed that no exceptions of a material nature to the foregoing exist. By: /s/ Isabel Palomino Isabel Palomino (Printed name) Vice President (Title) March 16, 2005 (Date) EX-99.3 (p) (logo) GMAC Mortgage March 10, 2005 WELLS FARGO BANK SABRENIA L. FIKE 9062 OLD ANNAPOLS ROAD COLUMBIA, MD 21045 Re: Annual Officers Statement of Compliance Year Ending 2004 GMACM Investor Agreement # 41163 We hereby certify to the best of our knowledge and belief, that for the calendar year 2004: 1. A review of the activities of the Seller / Servicer and of performance according to the Seller / Servicer contract has been made with the undersigned Officer's knowledge. 2. To the best of the undersigned Officer's knowledge, and based on such review, the Seller / Servicer has fulfilled all its obligations under the Guides for such year. 3. If applicable, GMACM has filed the information returns with respect to the receipt of mortgage interest pursuant to Sections 60501H, 6050J and 6050P of the Code, received in a trade or business, reports of foreclosures and abandonment's of any Mortgaged Property and the information returns relating to cancellation of indebtedness income with respect to any Mortgaged Property. 4. All hazard, flood, FHA mortgage insurance and primary mortgage insurance premiums, taxes, ground rents, assessments and other lienable items have been paid in connection with the mortgaged properties. 5. All property inspections have been completed as required. 6. Compliance relative to Adjustable Rate Mortgages has been met. 7. Fidelity Bond and Errors and Omissions Insurance coverage is current, in full force and effect. Servicer: GMAC Mortgage Corporation By: /s/ Michael Kacergis Name: Michael Kacergis Title: Manager, Contract Administration National Loan Administration Risk and Compliance 500 Enterprise Road Suite 150 Horsham, PA 19044 EX-99.3 (q) (logo) HIBERNIA MEMBER FDIC Wells Fargo Bank Minnesota, N.A. 9062 Old Annapolis Rd. Columbia, MD 21045 Attention: Master Servicing RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 2004 fiscal year: (A) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Wells Fargo Bank Minnesota, N.A.; (B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; (C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (E) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Wells Fargo Bank Minnesota, N.A.; (F) All Custodial Accounts have been reconciled and are properly funded; and (G) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: /s/ Greg Bell Greg Bell Sr Vice President March 14, 2005 HIBERNIA NATIONAL BANK * POST OFFICE BOX 481 BATON ROUGE, LOUISIANA 70821 * 225-381-2000 EX-99.3 (r) HSBC (logo) Exhibit "A" Wells Fargo Bank Minnesota, N.A. 9062 Old Annapolis Rd. Columbia, MD 21045 Attention: Master Servicing RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 2004 fiscal year: (A) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Wells Fargo Bank Minnesota, N.A.; (B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; (C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (E) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Wells Fargo Bank Minnesota, N.A.; (F) All Custodial Accounts have been reconciled and are properly funded; and (G) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: /s/ Robin E. Hornstrom Officer Robin Hornstrom/Vice President Title 2/25/2005 Date HSBC Mortgage Corporation (USA) 2929 Walden Avenue, Depew, NY 14043 (logo) EQUAL HOUSING LENDER EX-99.3 (s) Huntington Mortgage Group Exhibit "A" Wells Fargo Bank Minnesota, N.A. 9062 Old Annapolis Rd. Columbia, MD 21045 Attention: Master Servicing RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 2004 fiscal year: (A) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and they nature and status thereof has been reported to Wells Fargo Bank Minnesota, N.A.; (B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; (C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage ' Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (E) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Wells Fargo Bank Minnesota, N.A.; (F) All Custodial Accounts have been reconciled and are properly funded; and (G) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: /s/ Michael D. Greenwood Officer Michael D. Greenwood Senior Vice President Title February 18, 2005 Date (logo) Huntington Huntington Mortgage Group is a division of The Huntington National Bank Equal Housing Lender EX-99.3 (t) MORGAN STANLEY DEAN WITTER CREDIT CORPORATION Michael Gillespie Accounting Director Officer's Certificate Pursuant to the Servicing Agreements between Morgan Stanley Dean Witter Credit Corporation, formerly known as NOVUS Financial Corporation, as seller and servicer (referred to herein in such capacity as the "Servicer"), and BART 2002-11, PRIME 2004-CL1, PRIME 2004-CL2, the undersigned, hereby states that: (1) A review of the activities of the Servicer and of its performance under the Servicing Agreement during the calendar year ended December 31, 2004, has been made under my supervision; and (2) To the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under the Agreement throughout such period. MORGAN STANLEY DEAN WITTER CREDIT CORPORATION By /s/ Douglas J. Bush Douglas J. Bush Title Director Dated as of December 31, 2004 By /s/ David Bianucci David Bianucci Title Vice President Dated as of December 31, 2004 2500 Lake Cook Road, 1 East, Riverwoods, Illinois 60015 Tel (224) 405-1903 EX-99.3 (u) (logo) National City Mortgage National City Mortgage Co. A Subsidiary of National City Bank of Indiana 3232 Newmark Drive * Miamisburg, Ohio 45342 Telephone: (937) 910-1200 Mailing Address: P.O. Box 1820 Dayton, Ohio 45401-1820 Wells Fargo Bank, N.A. 9062 Old Annapolis Rd. Columbia, MD 21045 Attention: Master Servicing RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 2004 fiscal year (A) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Wells Fargo Bank, N.A.; (B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; (C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (E) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Wells Fargo Bank, N.A.; (F) All Custodial Accounts have been reconciled and are properly funded and (G) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified by: /s/ T. Jackson Case Jr. Officer Executive Vice President Title March 8, 2005 Date No one Cares More! EX-99.3 (v) (logo) Plymouth Savings Bank Preforms RESIDENTIAL LENDING DIVISION Home Office Campanelli Drive, P.O. Box 620, Middleborough, MA 02345-0620 (508) 946-6700 Wells Fargo Bank Minnesota, N.A. 9062 Old Annapolis Rd. Columbia, MD 21045 Attention: Master Servicing RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 2004 fiscal year: (A) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Wells Fargo Bank Minnesota, N.A.; (B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; (C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (E) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Wells Fargo Bank Minnesota, N.A.; (F) All Custodial Accounts have been reconciled and are properly funded; and (G) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: /s/ Gary A. Brown Officer /s/ Vice President Title /s/ 3-23-05 Date REGIONAL RESIDENTIAL LENDING DIVISION OFFICES Marston Mills, MA (800) 456-7020 * New Bedford, MA (508) 996-0455 * Orleans, MA (508) 255- 4789 * Raynham, MA (800) 333-8000 * Vinyard Haven, MA (800) 283-2375 * Wareham, MA (508) 295-9291 * Warwick, RI (800) 234-9800 * West Plymouth (800) 234-0646 Member FDIC Member DIF www.plymouthsavings.com (logo) Equal Housing Lender EX-99.3 (w) SunTrust Mortgage, Inc. Post Office Box 26149 Richmond. VA 23260-6149 Toll Free 1-800-634-7928 www.suntrustmortgage.com SUNTRUST WELLS FARGO 9062 ANNAPOLIS ROAD COLUMBIA, MD. 21045 ATTN: KELLY BIPPUS RE: ANNUAL SERVICING CERTIFICATION In connection with the loans serviced by SunTrust Mortgage, Inc. for WELLS FARGO, I, the undersigned officer, hereby certify the following as December 31, 2004: * All real estate taxes, special assessments and any charges that may become a lien upon the property and which became due in the last calendar year have been paid. This also includes verification of payment with taxing authorities for non-impound accounts. * For those loans with escrow/impound accounts for the payment of taxes and insurance, sufficient amounts are being collected monthly to provide for payment of future amounts due. * All FHA insurance premiums or private mortgage insurance premiums, if applicable, have been paid and such coverage is in full force and effect. * All properties are adequately insured against casualty loss and, if applicable, flood loss and we are in possession of the original hazard insurance and flood insurance policies. * Fidelity Bond coverage and Errors and Omissions coverage combined policy of $150,000,000 is adequate and in place and the applicable premiums have been paid. * All interest and/or monthly payment adjustments for ARM and GPM loans have been made in accordance with the mortgage terms. Timely and proper notice of such changes was provided to the mortgagors. * All property inspections have been completed according to the provisions of our Servicing Agreement, if applicable. * The P&I custodial account and any clearing accounts are maintained in a depository institution the deposits of which are insured by the Bank Insurance Fund. The depository institution meets or exceeds the most recent financial rating requirements set forth by FNMA. * We have complied with all other provisions of the Servicing Agreement. * We are in compliance with IRS requirements and all federal, state, and local laws for reporting the receipt of interest, payment of fees, or acquisition of properties. * To the best of my knowledge and upon reasonable investigation, the servicing of the Mortgage Loans during the preceding year has been conducted in compliance with all other provision of the Servicing Agreement(s)/Purchase and Sale Agreement(s) barring such exceptions as listed. Any exceptions to this certification are listed on an attachment along with explanations concerning their completion. If none are listed, it should be considered that there are no exceptions. BY: /s/ Annette Holman-Foreman (signature) Annette Holman-Foreman, VP (name and title) March 7, 2005 Date EX-99.3 (x) (logo) usbank Five Star Service Guaranteed U.S. Bank Home Mortgage 4801 Frederica Street Owensboro, KY 42301 Exhibit "A" Wells Fargo Bank Minnesota, N.A. 9062 Old Annapolis Rd. Columbia, MD 21045 Attention: Master Servicing RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 2004 fiscal year: (A) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Wells Fargo Bank Minnesota, N.A.; (B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing; (C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (E) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Wells Fargo Bank Minnesota, N.A.; (F) All Custodial Accounts have been reconciled and are properly funded; and (G) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: /s/ Renee J. Mueller Officer Renee J. Mueller, First Vice President Title 3-2-2005 Date EX-99.3 (y) OFFICER'S CERTIFICATE ANNUAL STATEMENT OF COMPLIANCE Reference is hereby made to Prime Mortgage Trust Mortgage Pass-Through Certificates, Series 2004-CL1 and Series 2004-CL2 (the "Securitizations"). Washington Mutual Bank, FA (the "Servicer") services mortgage loans in connection with the Securitizations (the "Mortgage Loans") pursuant to the terms of that certain Servicing Acknowledgment dated as of January 30, 2004 between Washington Mutual Bank, FA (the "Servicer") and LaSalle Bank National Association (the "Owner") (as from time to time amended or replaced by a reconstituted servicing or other successor servicing agreement, the "Servicing Agreement"). I, Conrad Vasquez, an authorized officer of the Servicer, certify for the benefit of the Master Servicer and the Trustee with respect to the calendar year immediately preceding the date of this Officer's Certificate (the "Relevant Year"), as follows: 1. A review of the activities of the Servicer during the Relevant Year and of performance under the Servicing Agreement has been made under my supervision; 2. To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Servicing Agreement in all material respects throughout the Relevant Year; DATED as of March 11, 2005. /s/ Conrad Vasquez Name: Conrad Vasquez Title: Senior Vice President EX-99.3 (z) (logo) WELLS FARGO HOME MORTGAGE Wells Fargo Home Mortgage One Home Campus Des Moines, IA 50328-0001 March 1, 2005 Re: 2004 Annual Certification We hereby certify to the best of our knowledge and belief that for the calendar year of 2004: 1. All real estate taxes, bonds assessments and other lienable items have been paid. 2. All FHA mortgage insurance, private mortgage insurance premiums, and flood insurance have been paid (if applicable). 3. Hazard insurance policies held by us meet the requirements as specified in the servicing agreement, or those of a normal prudent lender if not specified, and those premiums due have been paid. 4. We have made all property inspections as required. 5. Fidelity bond and Errors and Omissions insurance coverage currently exists. 6. That the Officer signing this certificate has reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide or similar agreements and to the best of this officer's knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations of such agreement throughout the year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported. Sincerely, /s/ John B. Brown John B. Brown Vice President Wells Fargo Home Mortgage Inc. Wells Fargo Home Mortgage is a division of Wells Fargo Bank, N.A. Ex-99.4 Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders Class Interest Principal Losses Ending Balance B-1 1,584,919.00 534,061.88 0.00 25,231,938.12 B-2 162,514.80 54,761.76 0.00 2,587,238.24 B-3 121,916.85 41,081.68 0.00 1,940,918.32 B-4 81,318.91 27,401.61 0.00 1,294,598.39 B-5 40,597.96 13,680.09 0.00 646,319.92 B-6 81,343.43 27,410.11 3,072.84 1,292,479.28 I-A-1 21,801,444.96 257,259,836.62 0.00 280,500,163.39 I-A-2 3,855,063.44 154,355,901.99 0.00 168,300,098.03 I-A-3 13,477,085.32 0.00 0.00 168,300,098.03 I-A-4 109,007.23 0.00 0.00 168,300,098.03 II-A-1 2,629,889.59 36,385,477.20 0.00 40,977,522.79 II-A-2 933,877.36 36,385,477.20 0.00 40,977,522.79 II-A-3 3,273,945.99 0.00 0.00 40,977,522.79 III-A-1 12,534,566.89 123,175,370.64 0.00 137,674,629.35 II-PO 0.00 880,553.28 0.00 1,376,090.36 II-X 222,647.68 0.00 0.00 55,331,941.07 I-PO 0.00 3,812,727.14 0.00 5,555,596.31 I-X 1,941,677.83 0.00 0.00 329,997,998.88 R-I 0.28 50.00 0.00 0.00 R-II 0.28 50.00 0.00 0.00 R-III 14,286.42 50.00 0.00 0.00