10-K 1 thb05003_10k-2005.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, 2005 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-127589-02 Structured Asset Securities Corporation (Exact name of registrant as specified in its charter) Delaware 74-2440850 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 745 Seventh Avenue, 7th Floor New York, NY 10019 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 526-7000 THORNBURG MORTGAGE SECURITIES TRUST Mortgage Pass-Through Certificates, Series 2005-3 (Exact name of registrant as specified in its charter) Thornburg Mortgage Home Loans, Inc. (Exact name of sponsor as specified in its charter) 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ___ No X Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ___ No X 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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See Definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check One): Large Accelerated Filer ___ Accelerated Filer ___ Non-Accelerated Filer X Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 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. 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. Not applicable. Item 1A. Risk Factors. Not applicable. Item 1B. Unresolved Staff Comments. Not applicable. Item 2. Properties. Not applicable. Item 3. Legal Proceedings. The registrant knows of no material pending legal proceedings involving the trust created under the Trust Agreement (the Trust), the Trustee, the Master 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, 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, 2005, the total number of holders of record for the Series of Certificates is 36. Item 6. Selected Financial Data. Not applicable. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Not applicable. Item 7A. Quantitative and Qualitative Disclosures about Market Risk. Not applicable. Item 8. Financial Statements and Supplementary Data. Not applicable. 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 and Related Stockholder Matters. Not applicable. Item 13. Certain Relationships and Related Transactions. Not applicable. Item 14. Principal Accounting Fees and Services. Not applicable. PART IV Item 15. Exhibits, Financial Statement Schedules. (a) Exhibits (31.1) Rule 13a-14(a)/15d-14(a) Certification (99.1) Annual Independent Accountants' Servicing Reports concerning servicing activities. a) Cenlar FSB, as Sub-Servicer for Thornburg Mortgage b) Chase Home Finance LLC, as Sub-Servicer for JP Morgan Chase Bank, NA c) Colonial Savings, F.A., as Servicer d) Countrywide Home Loans Inc., as Servicer e) First Republic Bank, as Servicer f) PHH US MTG CORP, as Servicer g) Wells Fargo Bank, N.A., as Servicer
(99.2) Report of Management as to Compliance with Minimum Servicing Standards. a) Cenlar FSB, as Sub-Servicer for Thornburg Mortgage b) Chase Home Finance LLC, as Sub-Servicer for JP Morgan Chase Bank, NA c) Colonial Savings, F.A., as Servicer d) Countrywide Home Loans Inc., as Servicer e) First Republic Bank, as Servicer f) PHH US MTG CORP, as Servicer g) Wells Fargo Bank, N.A., as Servicer
(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements. a) JP Morgan Chase Bank, NA, as Servicer b) Colonial Savings, F.A., as Servicer c) Countrywide Home Loans Inc., as Servicer d) First Republic Bank, as Servicer e) PHH US MTG CORP, as Servicer f) Thornburg Mortgage, as Servicer g) 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, 2005 a) JP Morgan Chase Bank, NA, as Servicer b) Colonial Savings, F.A., as Servicer c) Countrywide Home Loans Inc., as Servicer d) First Republic Bank, as Servicer e) PHH US MTG CORP, as Servicer f) Thornburg Mortgage, as Servicer g) 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: Structured Asset Securities Corporation (Registrant) Signed: Wells Fargo Bank, N.A. as Master Servicer By: Kristen Ann Cronin, Vice President By: /s/ Kristen Ann Cronin, Vice President Dated: March 30, 2006 Exhibit Index Exhibit No. Ex-31.1 Rule 13a-14(a)/15d-14(a) Certification I, Kristen Ann Cronin, 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 Thornburg Mortgage Securities Trust Mortgage Pass-Through Certificates, Series 2005-3 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: JP Morgan Chase Bank, NA, as Named Servicer, Colonial Savings, F.A. as Servicer, Countrywide Home Loans Inc. as Servicer, First Republic Bank as Servicer, PHH US MTG CORP as Servicer, Thornburg Mortgage as Named Servicer. Date: March 30, 2006 /s/ Kristen Ann Cronin Signature Vice President Title EX-99.1 (a) (logo)KPMG KPMG LLP New Jersey Headquarters 150 John F. Kennedy Parkway Short Hills, NJ 07078 Independent Accountants' Report The Board of Directors Cenlar FSB: We have examined management's assertion, included in the accompanying Management Assertion, that Cenlar FSB (a wholly-owned subsidiary of Cenlar Capital Corporation) and subsidiaries (Cenlar) 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, 2005. Management is responsible for Cenlar's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about Cenlar'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 Cenlar'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 Cenlar's compliance with the minimum servicing standards. In our opinion, management's assertion that Cenlar complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005 is fairly stated, in all material respects. /s/ KPMG LLP February 17, 2006 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-99.1 (b) (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 (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, 2005 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, 2005 is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP. March 13, 2006 (page) (logo) CHASE Exhibit I Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 13, 2006 As of and for the year ended December 31, 2005, Chase Home Finance LLC (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/ Kim Greaves Kim Greaves Senior Vice President Chase Home Finance LLC /s/ Jim Miller Jim Miller Senior Vice President Chase Home Finance LLC /s/ Scott Powell Scott Powell CEO Chase Home Finance LLC EX-99.1 (c) (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, 2005, 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, 2005, is fairly stated, in all material respects. /s/ Payne Falkner Smith & Jones, P.C. November 28, 2005 10711 Preston Road * Suite 110 * Dallas, TX 75230 * 972 / 404-1226 * Fax 214 / 363-9980 EX-99.1 (d) (logo)KPMG KPMG LLP Suite 2000 355 South Grand Avenue Los Angeles, CA 90071-1568 Telephone 213 972 4000 Fax 213 622 1217 Internet www.us.kpmg.com Independent Accountants' Report The Board of Directors Countrywide Financial Corporation: We have examined management's assertion, included in the accompanying Management 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, 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 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, 2005 is fairly stated, in all material respects. /s/ KPMG LLP March 3, 2006 KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. EX-99.1 (e) (logo)KPMG KPMG LLP 55 Second Street San Francisco, CA 94105 Independent Accountants' Report The Board of Directors First Republic Bank: We have examined management's assertion, included in the accompanying Management Assertion, that First Republic Bank (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) as of and for the year ended December 3l, 2005. 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 First Republic Bank complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005, is fairly stated, in all material respects. /s/ KPMG LLP March 15, 2006 KPMG LLP, a U.S. limited liability partnership, is the U.S. Member firm of KPMG international, a Swiss cooperative. EX-99.1 (f) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To PHH Mortgage Corporation: We have examined PHH Mortgage Corporation's (the "Company") compliance with its established minimum servicing standards described in the accompanying Management's Assertion, dated February 28, 2006, as of and for the year ended December 31, 2005. 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, 2005. 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, 2005, as set forth in Appendix I. /s/ Deloitte & Touche LLP Princeton, NJ February 28, 2006 [PAGE] PHH Mortgage (logo) PHH 3000 Leadenhall Road Mt. Laurel, NJ 08054 February 28, 2006 As of and for the year ended December 31, 2005, PHH 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. The Company completed all custodial bank account reconciliations within 60 days of the cutoff date, however did not complete all reconciliations within 45 days of the cutoff as specified by the minimum servicing standards. As such, the Company has determined that it was materially non-compliant with the requirement to prepare custodial bank account reconciliations within 45 calendar days after the cutoff date. During the year ended December 31, 2005, the Company determined it was materially non-compliant with the requirement to resolve reconciling items resulting from custodial bank account reconciliations within 90 calendar days as specified by the minimum servicing standards. 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. PHH Mortgage Coroporation /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 Foster Martin L. Foster Senior Vice President - Loan Servicing [PAGE] APPENDIX I PHH MORTGAGE CORPORATION - MINIMUM SERVICING STANDARDS I. CUSTODIAL BANK ACCOUNTS 1. Reconciliations shall be prepared on a monthly basis for all custodial bank accounts and related bank clearing accounts. These reconciliations shall: * be mathematically accurate; * be prepared within forty-five (45) calendar days after the cutoff date; * be reviewed and approved by someone other than the person who prepared the Reconciliation; and * document explanations for reconciling items. These reconciling items shall be resolved within ninety (90) calendar days of their original identification. 2. Funds of the servicing entity shall be advanced in cases where there is an overdraft in an investor's or a mortgagor's account. 3. Each custodial account shall be maintained at a federally insured depository institution in trust for the applicable investor. 4. Escrow funds held in trust for a mortgagor shall be returned to the mortgagor within thirty (30) calendar days of payoff of the mortgage loan. II. MORTGAGE PAYMENTS 1. Mortgage payments shall be deposited into the custodial bank accounts and related bank clearing accounts within two business days of receipt. 2. Mortgage payments made in accordance with the mortgagor's loan documents shall be posted to the applicable mortgagor records within two business days of receipt. 3. Mortgage payments shall be allocated to principal, interest, insurance, taxes or other escrow items in accordance with the mortgagor's loan documents. 4. Mortgage payments identified as loan payoffs shall be allocated in accordance with the mortgagor's loan documents. III. DISBURSEMENTS 1. Disbursements made via wire transfer on behalf of a mortgagor or investor shall be made only by authorized personnel. 2. Disbursements made on behalf of a mortgagor or investor shall be posted within two business days to the mortgagor's or investor's records maintained by the servicing entity. 3. Tax and insurance payments shall be made on or before the penalty or insurance policy expiration dates. as indicated on tax bills and insurance premium notices, respectively, provided that such support has been received by the servicing entity at least thirty (30) calendar days prior to these dates. [PAGE] 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 (g) (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, 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 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, 2005 is fairly stated, in all material respects. /s/ KPMG LLP February 21, 2006 KPMG LLP a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative EX-99.2 (a) (logo) CENLAR CENTRAL LOAN ADMINISTRATION & REPORTING February 17, 2006 Management Assertion As of and for the year ended December 31, 2005, Cenlar FSB 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, Cenlar FSB had in effect a fidelity bond in the amount of $55,000,000 and errors and omissions policy in the amount of $35,000,000. /s/ Michael W. Young Michael W. Young Chief Executive Officer /s/ Gregory S. Tornquist Gregory S. Tornquist Chief Financial Officer /s/ Steve W. Gozdan Steve W. Gozdan Chief Operating Officer PO Box 77400 * Ewing, NJ 08628 * 609-883-3900 EX-99.2 (b) (logo) CHASE Exhibit I Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 13, 2006 As of and for the year ended December 31, 2005, Chase Home Finance LLC (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/ Kim Greaves Kim Greaves Senior Vice President Chase Home Finance LLC /s/ Jim Miller Jim Miller Senior Vice President Chase Home Finance LLC /s/ Scott Powell Scott Powell CEO Chase Home Finance LLC EX-99.2 (c) (logo) COLONIAL SAVINGS Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards November 28, 2005 As of and for the year ended September 30, 2005, 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 $11,000,000. /s/ Jim E. DuBose Jim E. Dubose President, Chief Executive Officer /s/ Ben Dempsey Ben Dempsey Executive Vice President 2626A WEST FREEWAY, FORT WORTH, TEXAS 76102 OFFICE: 817-390-3000 www.colonialsavings.com EX-99.2 (d) (logo) Countrywide HOME LOANS 2900 MADERA ROAD SIMI VALLEY, CALIFORNIA 93065-6298 (805) 955-1000 Management Assertion March 3, 2005 As of and for the year ended December 31, 2005, 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") have 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 mortgage bankers' (fidelity) bond in the amount of $200 million and an errors and omissions policy in the amount of $100 million and $130 million for the period January 1, 2005 to August 1, 2005 and for the period from August 1, 2005 to December 31, 2005, respectively. /s/ Steve Bailey Steve Bailey Senior Managing Director and Chief Executive Officer, Loan Administration /s/ Kevin Meyers Kevin Meyers Managing Director and Chief Financial Officer, Loan Administration EX-99.2 (e) (logo) FIRST REPUBLIC BANK It's a priviledge to serve you Management Assertion As of and for the year ended December 31, 2005, First Republic Bank (the 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. The Bank had in effect a fidelity bond insurance policy of $30,000,000 for the period from January 1, 2005 through December 31, 2005. The Bank had also in effect an errors and omissions insurance policy in the amount of $5,000,000 for the period from January 1, 2005 to December 31, 2005. /s/ James H. Herbert II James H. Herbert II President and Chief Executive Officer March 15, 2006 /s/ Katherine August-deWilde Katherine August-deWilde Executive Vice President and Chief Operating Officer March 15, 2006 /s/ Willis H. Newton Jr. Willis H. Newton, Jr. Executive Vice President and Chief Financial Officer March 15, 2006 /s/ Nancy Sergreto Nancy Sergreto Senior Vice President, Loan Operations March 15, 2006 San Francisco Los Angeles Santa Barbara Newport Beach San Diego Las Vegas New York 101 PINE STREET SAN FRANCISCO, CALIFORNIA 94111 TEL (415) 392-1400 OR (800) 392-1400, FAX (415) 392-1413 CONVENIENT INTERNET BANKING AT www.firstrepublic.com * NEW YORK STOCK EXCHANGE SYMBOL FRC * MEMBER FDIC EX-99.2 (f) PHH Mortgage (logo) PHH 3000 Leadenhall Road Mt. Laurel, NJ 08054 February 28, 2006 As of and for the year ended December 31, 2005, PHH 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. The Company completed all custodial bank account reconciliations within 60 days of the cutoff date, however did not complete all reconciliations within 45 days of the cutoff as specified by the minimum servicing standards. As such, the Company has determined that it was materially non-compliant with the requirement to prepare custodial bank account reconciliations within 45 calendar days after the cutoff date. During the year ended December 31, 2005, the Company determined it was materially non-compliant with the requirement to resolve reconciling items resulting from custodial bank account reconciliations within 90 calendar days as specified by the minimum servicing standards. 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. PHH Mortgage Coroporation /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 Foster Martin L. Foster Senior Vice President - Loan Servicing [PAGE] APPENDIX I PHH MORTGAGE CORPORATION - MINIMUM SERVICING STANDARDS I. CUSTODIAL BANK ACCOUNTS 1. Reconciliations shall be prepared on a monthly basis for all custodial bank accounts and related bank clearing accounts. These reconciliations shall: * be mathematically accurate; * be prepared within forty-five (45) calendar days after the cutoff date; * be reviewed and approved by someone other than the person who prepared the Reconciliation; and * document explanations for reconciling items. These reconciling items shall be resolved within ninety (90) calendar days of their original identification. 2. Funds of the servicing entity shall be advanced in cases where there is an overdraft in an investor's or a mortgagor's account. 3. Each custodial account shall be maintained at a federally insured depository institution in trust for the applicable investor. 4. Escrow funds held in trust for a mortgagor shall be returned to the mortgagor within thirty (30) calendar days of payoff of the mortgage loan. II. MORTGAGE PAYMENTS 1. Mortgage payments shall be deposited into the custodial bank accounts and related bank clearing accounts within two business days of receipt. 2. Mortgage payments made in accordance with the mortgagor's loan documents shall be posted to the applicable mortgagor records within two business days of receipt. 3. Mortgage payments shall be allocated to principal, interest, insurance, taxes or other escrow items in accordance with the mortgagor's loan documents. 4. Mortgage payments identified as loan payoffs shall be allocated in accordance with the mortgagor's loan documents. III. DISBURSEMENTS 1. Disbursements made via wire transfer on behalf of a mortgagor or investor shall be made only by authorized personnel. 2. Disbursements made on behalf of a mortgagor or investor shall be posted within two business days to the mortgagor's or investor's records maintained by the servicing entity. 3. Tax and insurance payments shall be made on or before the penalty or insurance policy expiration dates. as indicated on tax bills and insurance premium notices, respectively, provided that such support has been received by the servicing entity at least thirty (30) calendar days prior to these dates. [PAGE] 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-99.2 (g) (logo) WELLS HOME FARGO 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, 2005, 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 21, 2006 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 21, 2006 Franklin R. Codel, Executive Vice President, Finance and Corporate Real Estate Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A. /s/ Mary Coffin February 21, 2006 Mary Coffin, Executive Vice President, Servicing & Post Closing Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A. /s/ Cara K. Heiden Cara K. Heiden, division President, Nat'l Consumer & Institutional Lending 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) CHASE ANNUAL STATEMENT OF COMPLIANCE Pursuant to the servicing agreement, the undersigned Officer, to the best of his/her knowledge, hereby certifies to the following: I have reviewed the activities and performance of the Servicer and, 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 the Officer's knowledge, the Servicer has fulfilled all its duties, responsibilities or obligations under these Agreements throughout such year. a) All property inspections have been completed. b) Compliance relative to Adjustable Rate Mortgages has been met. c) Compliance with IRS Foreclosure reporting regulations enacted as IRS Section 6060J by the Deficit Reduction Act, regarding Acquired and/or Abandonment property have been completed. d) All loans serviced in states that have statutes requiring payment of interest on escrow/impound accounts have been completed. e) That such Officer has confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement are in full force and effect. f) Enclosed is a copy of our most recent independent audit statement. CERTIFIED BY: /s/ Kim Greaves Kim Greaves Senior Vice President Date: 3/13/06 CERTIFIED BY: /s/ Jim Miller Jim Miller Senior Vice President Date: 3/13/06 (page) Wells Fargo - 2005 deals Investor# Agreement Name Agreement Date 047 FC0105 1/15/05 047 FC0205 2/15/05 047 FC0305 3/15/05 047 FC0405 4/15/05 047 FC0505 5/15/05 047 FC0605 5/15/05 047 FC0705 7/27/05 047 FC0805 8/27/05 047 FC0905 9/20/05 047 FC1005 10/20/05 047 FC1105 11/25/05 047 FC1205 12/19/05 G62 BAF05001 2/1/05 G63 CSF05001 2/1/05 G65 JPA050S1 2/1/05 G69 JPA050A1 2/1/05 G70 MAL05001 2/1/05 G75 5MASD1 3/1/05 G76 CSF05002 3/2/05 G80 5GSMP1 3/7/05 G84 JPA050A2 4/1/05 G85 BAF05002 4/1/05 G86 MAL05003 4/1/05 G87 CSF05003 4/1/05 G92 MST05001 4/1/05 G96 MAL05004 6/1/05 G97 CSF05004 5/1/05 G98 JPA050A3 6/2/05 L06 CSF05005 6/1/05 L07 BAF05003 6/1/05 L09 MSS05001 6/1/05 L15 JPA050A4 7/1/05 L19 BAF0500E 7/1/05 L23 CSF05006 7/1/05 L27 JPA050A5 8/1/05 L33 MAL05005 8/5/05 L37 BAY0500C 9/12/05 L38 JPA050S2 9/1/05 L41 JPA050A6 9/1/05 L42 5MARP2 9/1/05 L48 CSF05009 10/3/05 L49 JPA050A7 10/3/05 (page) L53 THB05003 9/1/05 L55 JPA050A8 11/1/05 L56 5MABA1 11/1/05 L57 BAY0500D 11/1/05 L58 CSF05010 11/1/05 L59 MST05002 11/1/05 L62 5MSST2 1111/05 L65 MAL05006 12/1/05 L66 JPL050S1 12/1/05 L67 BAF05007 12/1/05 L68 CSF05011 12/1/05 L72 JPA050S3 12/1/05 L74 JPL050A2 12/1/05 571 PPS05WC1 1/26/05 572 PEOPLES CHOICE 2005-1 3/28/05 578 FLD0501 2/25/05 583 MAB05HE1 4/28/05 598 FLD0502 7/29/05 599 FBR05001 7/29/05 602 HAS05NC1 9/13/05 608 FBR05002 9/29/05 609 MAB05HE2 9/29/05 610 HAS05NC2 9/29/05 615 MSI05HE5 10/27/0 617 FLD0503 11/28/0 621 FBR05004 12/5/05 622 FBR05005 12/5/05 624 HAS05I01 12/21/05 AEGO5004 ARM0511 FS2005-1 FS2005-2 FS2005-3 GS2005-RP1 MAB05AB1 MRLT2005-1 MRLT2005-2 MSM058SL NLC05004 PRM05005 (page) Wells Fargo - 2004 and prior deals Investor# Agreement Name Agreement Date 18 1997 WL-3 46 FC0704 46 FC0804 46 FC0904 46 FC1004 46 FC1104 46 FC1204 111 1999WL6 168 PRM04-CL1 1/1/04 361 01996U 32E JPMMT 2004-S1 1/1/04 32J JPM2004-S1 8/1/04 A37 E94001 A39 J21001 C48 MAST 2004-1 9/1/04 C84 2002WL7 5/1/02 D92 S44003 F04 MALT2002-1 7/30/02 F18 002WLF 7/1/02 F04/F20 002WLG 8/27/02 F31 2003-WLV 7/1/03 F32 2002WLJ F33 Bayview 2003-D 7/1/03 F34 002FX2 F35 Bayview 2003-E 7/1/03 F38 002WLM F46 002WLS F48 2CRA57 F50 2002WL12 F51 MALT2003-2 3/1/03 F52 MALT2003-3 6/1/03 F53 MAST2003-5 6/1/03 F54 MAST2003-6 6/1/03 F55 MAST2003-7 7/1/03 F56 MAST2003-8 8/1/03 F57 MASTR9 F58 MAST03-10 10/1/03 F59 MALT2003-7 10/1/03 F60 MALT2003-8 11/1/03 F61 MALT2003-9 1/2/04 F61 MAST2003-9 9/1/03 F62 MAST03-12 1/2/04 (page) F63 DBALT4 1/21/04 F64 MALT2004-4 2/2/04 F65 MALT2004-2 3/1/04 F66 MAST2004-3 2/1/04 F67 MALT2004-3 4/1/04 F68 Bear Stearns Mortgage Securities Inc Series 1998-1 3/1/04 F68 Bear Stearns Mortgage Securities Inc Series 1998-5 3/1/04 F68 PRM04-CL2 4/1/04 F68 SAMI 1998-8 3/1/04 F69 MALT2004-4 5/3/04 F71 MAST2004-5 4/1/04 F73 MALT2004-5 6/3/04 F74 002FX5 F75 MAST2004-6 6/1/04 F77 MALT2004-6 7/5/04 F79 MALT2004-7 7/1/04 F81 MAST2004-8 7/1/04 F83 MAST2004-9 8/1/04 F85 MALT2004-8 8/1/04 F89 MALT2004-9 8/1/04 F94 GSMPS 2003-1 10/1/03 F95 MALT04-10 9/1/04 G01 JPM2004-A1 1/1/04 G05 JPM2004-A2 4/1/04 G06 GS2004-1 2/1/04 G10 JPM2004-A3 6/1/04 G12 GS2004-3 5/1/04 G16 JPM2004-A4 7/1/04 G19 CSFB04-4 8/2/04 G22 CSFB04-5 9/1/04 G23 BAY2004-C 9/1/04 G29 CSFB04-6 10/1/04 G36 JPM2004-A5 10/1/04 G38/J07 CSFB04-7 11/1/04 G39 MALT04-11 11/1/04 G40/J08 MAST04-10 10/1/04 G43 JPM2004-A6 12/1/04 G44 CSFB04-8 12/1/04 G45 JPM2004-S2 11/1/04 G47 MAST04-11 11/1/04 G48 MALT04-12 11/1/04 G53 BAY2004-D 3/1/04 G54 4BAFC4 10/1/04 G56 BAFC2004-5 10/1/04 G56 4BAFC6 G58 MALT04-13 12/1/04 (page) H71 CSFB 2001-AR24 J08 4MAS10 Deutsche Mortgage Securities, Inc. 2004-4 GS2003-3 10/1/03 MAST2004-4 MAST2004-1 SAM2000-1 CMLT04-HE1 CMLT2004-1 CSFB04-AR5 FNMA200233 FS2003-1 FS2004-1 FS2004-2 FS2004-3 FS2004-4 FS2004-5 GEMLMLM HARTX83-A JEFFTX84 MALT2002-2 MALT2003-5 MARM2003-1 MAST2002-7 MAST2003-2 MAST2003-3 MAST2003-4 MS1997-P1 MSGF1996-1 MSST2003-1 NATIONSBK NORWEST-TX RMSC89-8 SASCO02-9 SMSC92-6 SMT91-05 SMT92-01 SMT93-04 329 SOPAC/ 97-2 / WELLS FARGO TRUST SERVICES 389 AMRES98-2 6/22/98 466 Aegis Asset Backed Securities Trust 2003-1 3/27/03 479 FIRST FRANKLIN MORTGAGE LOAN TRUST 2003-FF2 6/26/03 480 First Franklin Mortgage Loan Trust 2003-FFC 6/1/03 483 GS2003-HE2 9/8/03 488 First Franklin Mortgage Loan Trust 2003-FF4 9/1/03 489 Aegis Asset Backed Securities Trust 2003-2 10/8/03 (page) 497 FIELDSTONE MORTGAGE INVESTMENT CORP 2003-1 10/23/03 501 GS2003-AHL 10/29/03 502 Aegis Asset Backed Securities Trust 2003-3 11/18/03 510 Aegis Asset Backed Securities Trust 2004-1 1/23/04 511 Fieldstone Mortgage Investment Trust 2004-1 1/30/04 514 FIRST FRANKLIN MORTGAGE LOAN TRUST 2004-FFA 2/1/04 520 Fieldstone Mortgage Investment Trust 2004-2 4/20/04 524 FIRST FRANKLIN MORTGAGE LOAN TRUST 2004-FF3 5/1/04 528 Aegis Asset Backed Securities Trust 2004-3 6/21/04 532 Fieldstone Mortgage Investment Trust 2004-3 6/21/04 537 SAIL2004-7 7/27/04 542 Aegis Asset Backed Securities Trust 2004-4 8/26/04 544 FFMLT 2004-FF7 8/1/04 547 MS2004-5AR 9/23/04 548 MS2004-6AR 9/23/04 549 MS2004-7AR 9/23/04 555 MABS04HE1 10/1/04 556 MS2004-8AR 9/30/04 558 Fieldstone Mortgage Investment Trust 2004-4 9/30/04 562 PEOPLES CHOICE 2004-2 11/23/04 566 Fieldstone Mortgage Investment Trust 2004-5 11/23/04 BSALTA2003-4 BSRT2001-4 CMLT2003-1 9/1/98 DALT03-4XS 11/1/03 EX-99.3 (b) (logo) COLONIAL SAVINGS Exhibit "A" 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 2005 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 Properly, 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/ Cary Adams Officer SR.VICE PRESIDENT Title March 7,2006 Date 2626A WEST FREEWAY, FORT WORTH, TEXAS 76102 OFFICE: 817-390-2000 www.colonialsavings.com EX-99.3 (c) (logo) Countrywide Exhibit "A" PORTFOLIO SERVICES 450 AMERICAN STREET, MS SV3-A SIMI VALLEY, CALIFORNIA 93065 (800) 293-0780 TOLL FREE 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 2005 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, govermnental 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/ Joseph M. Candelario Officer First Vice President Title March 15, 2006 Date [PAGE] fin_inst_ty issr_cde dl_id fin_inst_nme p_desc ABFC 2005-HE1 Countrywide Home Loans Inc. Servicer ABSC 2005-HE3 Countrywide Home Loans Inc. Servicer ABSC 2005-HE5 Countrywide Home Loans Inc. Servicer ACE 2005-HE4 Countrywide Home Loans Inc. Servicer ACE 2005-HE7 Countrywide Home Loans Inc. Servicer ARMT 2005-10 Countrywide Home Loans Inc. Servicer ARMT 2005-11 Countrywide Home Loans Inc. Servicer ARMT 2005-12 Countrywide Home Loans Inc. Servicer ARMT 2005-4 Countrywide Home Loans Inc. Servicer ARMT 2005-5 Countrywide Home Loans Inc. Servicer ARMT 2005-6A Countrywide Home Loans Inc. Servicer ARMT 2005-7 Countrywide Home Loans Inc. Servicer ARMT 2005-8 Countrywide Home Loans Inc. Servicer BAF 2005-1 Countrywide Home Loans Inc. Servicer BAF 2005-A Countrywide Home Loans Inc. Servicer BAF 2005-E Countrywide Home Loans Inc. Servicer BAF 2005-F Countrywide Home Loans Inc. Servicer BAF 2005-H Countrywide Home Loans Inc. Servicer BSL 2005-10 Countrywide Home Loans Inc. Servicer BSL 2005-2 Countrywide Home Loans Inc. Servicer BSL 2005-4 Countrywide Home Loans Inc. Servicer BSL 2005-5 Countrywide Home Loans Inc. Servicer BSL 2005-7 Countrywide Home Loans Inc. Servicer BSL 2005-9 Countrywide Home Loans Inc. Servicer BST 2005-1 Countrywide Home Loans Inc. Servicer BST 2005-12 Countrywide Home Loans Inc. Servicer BST 2005-3 Countrywide Home Loans Inc. Servicer BST 2005-4 Countrywide Home Loans Inc. Servicer BST 2005-6 Countrywide Home Loans Inc. Servicer BST 2005-7 Countrywide Home Loans Inc. Servicer CSF 2005-1 Countrywide Home Loans Inc. Servicer CSF 2005-10 Countrywide Home Loans Inc. Servicer CSF 2005-11 Countrywide Home Loans Inc. Servicer CSF 2005-12 Countrywide Home Loans Inc. Servicer CSF 2005-2 Countrywide Home Loans Inc. Servicer CSF 2005-3 Countrywide Home Loans Inc. Servicer CSF 2005-4 Countrywide Home Loans Inc. Servicer CSF 2005-5 Countrywide Home Loans Inc. Servicer CSF 2005-6 Countrywide Home Loans Inc. Servicer CSF 2005-7 Countrywide Home Loans Inc. Servicer CSF 2005-8 Countrywide Home Loans Inc. Servicer CSF 2005-9 Countrywide Home Loans Inc. Servicer DAL 2005-AR2 Countrywide Home Loans Inc. Servicer GSA 2005-12 Countrywide Home Loans Inc. Servicer GSA 2005-15 Countrywide Home Loans Inc. Servicer GSA 2005-6 Countrywide Home Loans Inc. Servicer GSA 2005-7 Countrywide Home Loans Inc. Servicer [PAGE] GSA 2005-9 Countrywide Home Loans Inc. Servicer GSP 2005-9F Countrywide Home Loans Inc. Servicer GSP 2005-AR1 Countrywide Home Loans Inc. Servicer GSP 2005-AR2 Countrywide Home Loans Inc. Servicer GSP 2005-AR3 Countrywide Home Loans Inc. Servicer GSP 2005-AR4 Countrywide Home Loans Inc. Servicer GSP 2005-AR5 Countrywide Home Loans Inc. Servicer GSP 2005-AR7 Countrywide Home Loans Inc. Servicer HBV 2005-14 Countrywide Home Loans Inc. Servicer HBV 2005-4 Countrywide Home Loans Inc. Servicer HBV 2005-7 Countrywide Home Loans Inc. Servicer JPMMT 2005-A2 Countrywide Home Loans Inc. Servicer JPMMT 2005-A3 Countrywide Home Loans Inc. Servicer JPMMT 2005-A6 Countrywide Home Loans Inc. Servicer JPMMT 2005-S2 Countrywide Home Loans Inc. Servicer JPMMT 2005-S3 Countrywide Home Loans Inc. Servicer LMC 2005-1 Countrywide Home Loans Inc. Servicer MABS 2005-AB1 Countrywide Home Loans Inc. Servicer MAL 2005-1 Countrywide Home Loans Inc. Servicer MAL 2005-2 Countrywide Home Loans Inc. Servicer MAL 2005-3 Countrywide Home Loans Inc. Servicer MAL 2005-5 Countrywide Home Loans Inc. Servicer MAL 2005-6 Countrywide Home Loans Inc. Servicer MARM 2005-2 Countrywide Home Loans Inc. Servicer MARM 2005-6 Countrywide Home Loans Inc. Servicer MARM 2005-7 Countrywide Home Loans Inc. Servicer MARM 2005-8 Countrywide Home Loans Inc. Servicer MLM 2005-A01 Countrywide Home Loans Inc. Servicer MLM 2005-A04 Countrywide Home Loans Inc. Servicer MLM 2005-A07 Countrywide Home Loans Inc. Servicer MLM 2005-A09 Countrywide Home Loans Inc. Servicer MLM 2005-Al0 Countrywide Home Loans Inc. Servicer MSI 2005-HE3 Countrywide Home Loans Inc. Servicer MSI 2005-HE4 Countrywide Home Loans Inc. Servicer MSI 2005-HE5 Countrywide Home Loans Inc. Servicer MSI 2005-WM2 Countrywide Home Loans Inc. Servicer MSI 2005-WM3 Countrywide Home Loans Inc. Servicer MSI 2005-WM4 Countrywide Home Loans Inc. Servicer MSI 2005-WM5 Countrywide Home Loans Inc. Servicer MSI 2005-WM6 Countrywide Home Loans Inc. Servicer MSML 2005-5AR Countrywide Home Loans Inc. Servicer MSML 2005-6AR Countrywide Home Loans Inc. Servicer MSSTR 2005-1 Countrywide Home Loans Inc. Servicer MSSTR 2005-2 Countrywide Home Loans Inc. Servicer NHEL 2005-FM1 Countrywide Home Loans Inc. Servicer NHEL 2005-HE1 Countrywide Home Loans Inc. Servicer PPS 2005-WC2 Countrywide Home Loans Inc. Servicer PPS 2005-WC3 Countrywide Home Loans Inc. Servicer PPS 2005-WW1 Countrywide Home Loans Inc. Servicer [PAGE] PRM 2005-4 Countrywide Home Loans Inc. Servicer SABR 2005-FR3 Countrywide Home Loans Inc. Servicer SABR 2005-FR4 Countrywide Home Loans Inc. Servicer SABR 2005-FR5 Countrywide Home Loans Inc. Servicer SABR 2005-HEl Countrywide Home Loans Inc. Servicer SAIL 2005-1 Countrywide Home Loans Inc. Servicer SAM 2005-AR2 Countrywide Home Loans Inc. Servicer SAM 2005-AR4 Countrywide Home Loans Inc. Servicer SAM 2005-AR6 Countrywide Home Loans Inc. Servicer SAM 2005-AR8 Countrywide Home Loans Inc. Servicer SARM 2005-1 Countrywide Home Loans Inc. Servicer SARM 2005-12 Countrywide Home Loans Inc. Servicer SARM 2005-14 Countrywide Home Loans Inc. Servicer SARM 2005-15 Countrywide Home Loans Inc. Servicer SARM 2005-17 Countrywide Home Loans Inc. Servicer SARM 2005-18 Countrywide Home Loans Inc. Servicer SARM 2005-20 Countrywide Home Loans Inc. Servicer SARM 2005-21 Countrywide Home Loans Inc. Servicer SARM 2005-22 Countrywide Home Loans Inc. Servicer SARM 2005-23 Countrywide Home Loans Inc. Servicer SARM 2005-4 Countrywide Home Loans Inc. Servicer SARM 2005-7 Countrywide Home Loans Inc. Servicer THB 2005-3 Countrywide Home Loans Inc. Servicer THB 2005-4 Countrywide Home Loans Inc. Servicer EX-99.3 (d) (logo) FIRST REPUBLIC BANK It's a privilege to serve you 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 2005 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/ Nancy Segreto Officer Senior Vice President Title March 9, 2006 Date San Francisco Los Angeles Santa Barbara Newport Beach San Diego Las Vegas New York 8310 W SAHARA AVENUE. LAS VEGAS, NEVADA 89117 TEL (702) 792-5288 OR (888) 216-6888, FAX (702) 792-2203 CONVENIENT INTERNET BANKING AT www.firstrepubic.com * NEW YORK STOCK EXCHANGE SYMBOL FRC * MEMBER FDIC EX-99.3 (e) PHH Mortgage 4001 Leadenhall Road Mt. Laurel, NJ 08054 (logo)PHH February 28, 2006 WELLS FARGO BANK Compliance Department 9062 Old Annapolis Rd. Columbia, MD 21045-1951 RE: Annual Statement as to Compliance Investor number: 927-009 Deal name (if applicable): TMST 2005-3 Dear Investor, Master Servicer or Trustee, The undersigned officer certifies the following for PHH Mortgage Corp. f/k/a Cendant Mortgage Corp., for the 2005 calendar year. To the best of our knowledge: a) The activities and performances of the Servicer during the preceding Fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Servicer Guide for the deal listed above, 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/ Jack Webb Jack Webb Assistant Vice President Date: February 28, 2006 EX-99.3 (f) (logo) Thornburg Mortgage RE: Officer's Certificate Dear Master Servicer: The undersigned Officer certifies the following for the 2005 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 wider 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, NA.; (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/ Bonnie Deresin Officer Bonnie Deresin Title Vice President Date March 15, 2006 Thornburg Mortgage Home Loans, Inc. 150 Washington Avenue, Suite 302 Santa Fe, New Mexico 87501 505.989.1900 Tel 505.989.8156 Fax www.thornburgmortgage.com EX-99.3 (g) (logo) WELLS HOME FARGO MORTGAGE Wells Fargo Home Mortgage One Home Campus Des Moines, IA 50328-0001 February 24, 2006 Re: 2005 Annual Certification We hereby certify to the best of our knowledge and belief that for the calendar year of 2005: 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 Senior Vice President Wells Fargo Home Mortgage 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 A-1 1,505,228.67 4,963,207.43 0.00 140,610,792.57 A-2 10,608,590.34 46,368,042.16 0.00 984,497,957.84 A-3 7,115,472.14 21,271,699.44 0.00 664,076,300.56 A-4 8,265,007.82 7,264,652.25 0.00 779,828,347.75 A-X 6,817,382.79 0.00 0.00 2,569,013,398.72 B-1 612,758.31 15,105.22 0.00 46,672,894.77 B-2 252,306.07 6,219.65 0.00 19,217,780.35 B-3 144,173.02 3,554.04 0.00 10,981,445.96 B-4 108,133.05 2,665.61 0.00 8,236,334.39 B-5 90,099.93 2,221.07 0.00 6,862,778.93 B-6 72,172.75 1,779.15 0.00 5,497,292.52 R-1 0.43 100.00 0.00 0.00