10-K 1 prm05004_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: 333-120916-31 PRIME Mortgage Trust Mortgage Pass-Through Certificates Series 2005-4 (Exact name of registrant as specified in its charter) New York 54-2184303 (State or other jurisdiction of 54-2184304 incorporation or organization) 54-2184305 54-2184306 (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 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 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, 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 26. 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 Report of Independent Registered Public Accounting Firm concerning servicing activities. a) Countrywide Home Loans Inc., as Servicer b) EMC Mortgage Corp, as Servicer c) GMAC Mortgage Corp, as Servicer d) Waterfield Mortgage Corp., as Servicer e) Wells Fargo Bank, N.A., as Servicer
(99.2) Management's Assertion as to Compliance with Minimum Servicing Standards. a) Countrywide Home Loans Inc., as Servicer b) EMC Mortgage Corp, as Servicer c) GMAC Mortgage Corp, as Servicer d) Waterfield Mortgage Corp., as Servicer e) Wells Fargo Bank, N.A., as Servicer
(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements. a) Countrywide Home Loans Inc., as Servicer b) EMC Mortgage Corp, as Servicer c) GMAC Mortgage Corp, as Servicer d) Waterfield Mortgage Corp., as Servicer e) Wells Fargo Bank, N.A., as Servicer
(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders. (99.5) Reliance Certifications Mandated under the Pooling and Servicing Agreement for the year ended December 31, 2005 a) Countrywide Home Loans Inc., as Servicer b) EMC Mortgage Corp, as Servicer c) GMAC Mortgage Corp, as Servicer d) Waterfield Mortgage Corp., as Servicer e) Wells Fargo Bank, N.A., as Servicer
(b) Not applicable. (c) Omitted. 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 2005-4 (Registrant) Signed: Wells Fargo Bank, N.A. as Master Servicer By: Dawn Hammond, Vice President By: /s/ Dawn Hammond, Vice President Dated: March 30, 2006 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 2005-4 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: Countrywide Home Loans Inc. as Servicer, EMC Mortgage Corp as Servicer, GMAC Mortgage Corp as Servicer, Waterfield Mortgage Corp. as Servicer. Date: March 30, 2006 /s/ Dawn Hammond Signature Vice President Title EX-99.1 (a) (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 (b) (logo) Deloitte. Deloitte & Touche LLP JPMorgan Chase Tower 2200 Ross Avenue, Suite 1600 Dallas, TX 75201-6778 USA Tel: +1 214 840 7000 www.deloitte.com Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholder of EMC Mortgage Corporation: We have examined management's assertion that EMC Mortgage Corporation (the "Company") (a wholly owned subsidiary of The Bear Stearns Companies Inc.) has complied as of and for the period from December 1, 2004 through November 30, 2005, with its established minimum servicing standards described in the accompanying Management's Assertion dated February 17, 2006. 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 period from December 1, 2004 through November 30, 2005, is fairly stated, in all material respects based on the criteria set forth in Appendix A. /s/ Deloitte & Touche LLP February 17, 2006 Member of Deloitte Touche Tohmatsu (PAGE) MANAGEMENT'S ASSERTION As of and for the year ended November 30, 2005, EMC Mortgage Corporation (the "Company") (a wholly owned subsidiary of The Bear Stearns Companies Inc.), has complied, in all material respects, with the Company's established minimum servicing standards for residential mortgage loans 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 December 1, 2004 and for the fiscal year ending November 30, 2005, the Company had in effect a fidelity bond in the amount of $210,000,000 and an errors and omissions policy in the amount of $20,000,000. /s/ Ralene Ruyle Ralene Ruyle, President /s/ F.Norton Wells F. Norton Wells, Executive Vice President /s/ Sue Stepanek Sue Stepanek, Executive Vice President Two MacArthur Ridge, 909 Hidden Ridge Drive, Suite 200, Irving, Texas 75038 Mailing Address: P.O. Box 141358 Irving, Texas 75014-1358 (logo) MBA Member Mortgage Bankers Association of America (PAGE) 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. -2- (PAGE) 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. -3- EX-99.1 (c) (logo) PRICEWATERHOUSECOOPERS PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York NY 10017 Telephone (646) 471 3000 Facsimile (813) 286 6000 Report of Independent Accountants To the Board of Directors and 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 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 performed 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 21, 2006 (page) Exhibit 1 (logo)GMAC Mortgage Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 21, 2006 As of and for the year ended December 31, 2005, GMAC Mortgage Corporation and its subsidiaries (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 $350,000,000 and $100,000,000 respectively. /s/ Jim Hillsman Jim Hillsman Chief Operating Officer GMAC Residential Holding Corp /s/ Dave Bricker Dave Bricker Chief Financial Officer GMAC Residential Holding Corp /s/ Tony Renzi Tony Renzi Executive Vice President, National Servicing Administration GMAC Residential Holding Corp EX-99.1 (d) (logo) ERNST&YOUNG * Ernst & Young LLP 111 Monument Circle, Suite 2600 P.O. Box 44972 Indianapolis, Indiana 46204-2094 * Phone: (317) 681-7000 Fax: (317) 681-7216 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 The Board of Directors Waterfield Mortgage Company, Incorporated We have examined management's assertion, included in the accompanying report titled Report of Management, that Waterfield Mortgage Company, Incorporated and Subsidiaries (the Company) complied with the servicing standards identified in Exhibit 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, 2005. Management is responsible for the Company's compliance with those specified minimum servicing standards. Our responsibility is to express an opinion on management's assertions 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 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 aforementioned specified minimum servicing standards during the year ended December 31, 2005, is fairly stated, in all material respects. /s/ Ernst & Young LLP March 21, 2006 A Member Practice of Ernst & Young Global (page) 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. 1 (PAGE) Exhibit A Specified Minimum Servicing Standards (continued) 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. 2 (PAGE) Exhibit A Specified Minimum Servicing Standards (continued) V. Mortgagor Loan Accounting (continued) 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. 3 EX-99.1 (e) (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) 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 (b) (logo) EMC Mortgage Corporation February 17, 2006 MANAGEMENT'S ASSERTION As of and for the year ended November 30, 2005, EMC Mortgage Corporation (the "Company") (a wholly owned subsidiary of The Bear Stearns Companies Inc.), has complied, in all material respects, with the Company's established minimum servicing standards for residential mortgage loans 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 December 1, 2004 and for the fiscal year ending November 30, 2005, the Company had in effect a fidelity bond in the amount of $210,000,000 and an errors and omissions policy in the amount of $20,000,000. /s/ Ralene Ruyle Ralene Ruyle, President /s/ F.Norton Wells F. Norton Wells, Executive Vice President /s/ Sue Stepanek Sue Stepanek, Executive Vice President Two MacArthur Ridge, 909 Hidden Ridge Drive, Suite 200, Irving, Texas 75038 Mailing Address: P.O. Box 141358 Irving, Texas 75014-1358 (logo) MBA Member Mortgage Bankers Association of America (PAGE) 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. -2- (PAGE) 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. -3- EX-99.2 (c) Exhibit 1 (logo)GMAC Mortgage Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards March 21, 2006 As of and for the year ended December 31, 2005, GMAC Mortgage Corporation and its subsidiaries (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 $350,000,000 and $100,000,000 respectively. /s/ Jim Hillsman Jim Hillsman Chief Operating Officer GMAC Residential Holding Corp /s/ Dave Bricker Dave Bricker Chief Financial Officer GMAC Residential Holding Corp /s/ Tony Renzi Tony Renzi Executive Vice President, National Servicing Administration GMAC Residential Holding Corp EX-99.2 (d) (logo) WATERFIELD Mortgage Company A Waterfield Group Company Management's Assertion on Compliance with the Specified Minimium Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Management We, as members of management of Waterfield Mortgage Company, Incorporated and Subsidiaries (the Company), are responsible for complying with the servicing standards identified in the 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 specified minimum servicing standards as of December 31, 2005 and for the year then ended. Based on this evaluation, we assert that during the year ended December 31, 2005, the Company complied, in all material respects, with the specified minimum servicing standards. From January 1, 2005 to December 31, 2005, the Bank had in effect a fidelity bond in the amount of $20,000,000. From January 1, 2005 to December 31, 2005 the Bank had in effect a mortgage errors and omissions policy in the amount of $20,000,000. /s/ Donald A. Sherman Donald A. Sherman Chairman of the Board & CEO /s/ Vincent J. Otto Vincent J. Otto Executive Vice President & CFO March 21, 2006 7500 WEST JEFFERSON BLVD. * P.O. BOX 1289 * FORT WAYNE, INDIANA 46801 * 260-434-0411 * www.waterfield.com WATERFIELD FINANCIAL CORPORATION * WATERFIELD MORTGAGE COMPANY * WATERFIELD INSURANCE AGENCY UNION FEDERAL BANK * QUANTUM SETTLEMENT SERVICES, LLC EQUAL OPPORTUNITY EMPLOYER * EQUAL HOUSING LENDER (logo) (PAGE) 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. 1 (PAGE) Exhibit A Specified Minimum Servicing Standards (continued) 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. 2 (PAGE) Exhibit A Specified Minimum Servicing Standards (continued) V. Mortgagor Loan Accounting (continued) 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. 3 EX-99.2 (e) (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) 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 (b) (logo) Proven Performance EMC Mortgage Corporation Officer's Certificate PRIME Mortgage Trust 2005-4 I, Sue Stepanek, Executive Vice President of EMC Mortgage Corporation, do hereby certify to the designated Master Servicer that in respect to the period ending November 30, 2005, a review of the activities of EMC Mortgage Corporation ("EMC") during the preceding fiscal year or applicable portion thereof and it's performance under the above referenced Pooling and Servicing Agreement has been made under my supervision. To the best of my knowledge, based on such review, EMC has performed and fulfilled its duties, responsibilities and obligations under this Agreement in all material respects throughout such year, or, if there has been a default in the fulfillment of any such duties, responsibilities or obligations, specifying each such default known to such Servicing Officer the nature and status thereof. Nothing has come to the attention of such Servicing Officer to lead such Servicing Officer to believe that any Servicer has failed to perform any of its duties, responsibilities and obligations under its Servicing Agreement in all material respects throughout such year, or, if there has been a material default in the performance or fulfillment or any such duties, responsibilities or obligations, specifying each such default known to such Servicing Officer and the nature and status thereof. /s/ Sue Stepanek Sue Stepanek, Executive Vice President 2-24-2006 Date Two MacArthur Ridge 909 Hidden Ridge Drive, Suite 200 Irving, Texas 75038 Mailing Address: P.O. Box 141358, Irving, Texas 75014-1358 (logo) MBA Member Mortgage Bankers Association of America EX-99.3 (c) (logo) GMAC Mortgage February 28, 2006 WELLS FARGO BANK SERVICER OVERSIGHT GROUP 9062 ANNAPOLIS ROAD COLUMBIA, MD 21045 Re: Annual Officers Statement of Compliance Year Ending 2005 Wells Fargo Bank / Master Servicer GMAC Mortgage Corporation ("GMACM") hereby certifies to the best of our knowledge and belief for the deals noted on the attached Exhibit A, that for the calendar year 2005: 1. A review of the activities of the Seller/Servicer and of performance according to the Seller/Servicer contract has been made under such Officer's supervision. 2. To the best of the undersigned Officer's knowledge, and based on such review, the Seller/Servicer has fulfilled all its obligations under this Agreement for such year. 3. GMACM is currently an approved FNMA and FHLMC Servicer in good standing. 4. If applicable, GMACM has filed the information returns with respect to the receipt of mortgage interest pursuant to Sections 6050H, 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. 5. 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. 6. All property inspections have been completed as required. 7. Compliance relative to Adjustable Rate Mortgages has been met. 8. 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 Enterprise Risk Management Enterprise Servicing Group Risk and Compliance GMAC Mortgage Corporation 500 Enterprise Road Horsham, PA 19044 (page) Exhibit A ARM05011 HBV05006 MAL05005 MSS05002 BSA05AC3 HBV05007 MAL05006 MST05001 BSA05AC5 HBV05011 MAM05001 MST05002 BSA05AC7 HBV05015 MAM05001 NACO5AP1 BSLO5002 MAB05AB1 MAM05002 NACO5AP2 BSLO5003 MAL05001 MAM05003 NACO5AP3 BSLO5004 MAL05001 MAM05006 NACO5AR3 BSLO5005 MAL05002 MAM05006 NACO5AR4 BST05011 MAL05002 MAM05007 NACO5AR5 CSF05003 MAL05003 MAM05008 NACO5AR6 CSF05004 MAL05003 MAM05008 NACO5SO2 GSAA05009 MAL05004 MSM05008SL NACO5SO3 GSP05AR3 MAL05004 MSM059AR NACO5SO4 GSP05AR7 MAL05005 MSS05001 PRM05004 HBV05004 SAM05AR1 EX-99.3 (d) (logo) WATERFIELD Mortgage Company A Waterfield Group Company 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 that 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 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 (of 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 Mortgage 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 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/ Carrie A Hoover Carrie A Hoover Vice President of Servicing Title 3-24-06 Date 7500 WEST JEFFERSON BLVD. * P.O. BOX 1289 * FORT WAYNE, INDIANA 46801 * 260-434-8411 * www.waterfield.com WATERFIELD FINANCIAL CORPORATION * WATERFIELD MORTGAGE COMPANY * WATERFIELD INSURANCE AGENCY UNION FEDERAL RANK * UNION INVESTMENT SERVICES, INC. EQUAL OPPORTUNITY EMPLOYER * EQUAL HOUSING LENDER (logo) EX-99.3 (e) (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 I-A-1 283,174.71 280,694.53 0.00 23,657,892.47 I-A-2 1,026,482.88 1,440,248.31 0.00 81,017,810.69 I-A-3 154,361.96 216,583.79 0.00 12,183,416.21 I-A-4 6,483.20 9,096.52 0.00 511,703.48 I-A-5 360,590.28 758,817.44 0.00 26,910,483.56 I-A-6 260,642.86 548,490.50 0.00 19,451,509.50 I-A-7 11,077.32 23,310.85 0.00 826,689.15 I-B-1 19,314.74 17,249.86 0.00 1,522,440.14 I-B-2 7,511.29 6,708.28 0.00 592,059.72 I-B-3 4,292.17 3,833.30 0.00 338,319.70 I-B-4 3,219.12 2,874.97 0.00 253,740.02 I-B-5 2,146.09 1,916.65 0.00 169,160.34 I-B-6 2,146.09 1,916.67 0.00 169,161.24 I-PO 0.00 1,869.79 0.00 158,595.21 I-R 0.44 100.00 0.00 0.00 I-X 3,138.07 0.00 0.00 30,259,418.33 II-A-1 170,367.20 653,138.34 0.00 11,930,861.67 II-A-10 223,666.02 0.00 0.00 16,266,619.00 II-A-11 201,299.40 0.00 0.00 14,639,957.00 II-A-12 1,281,606.07 3,624,960.64 0.00 83,381,824.36 II-A-2 254,333.34 0.00 0.00 20,346,667.00 II-A-3 13,749.99 0.00 0.00 1,000,000.00 II-A-4 46,021.62 0.00 0.00 4,069,333.00 II-A-5 35,365.05 0.00 0.00 4,069,333.00 II-A-6 576,508.41 691,226.47 0.00 41,414,773.53 II-A-7 78,416.25 0.00 0.00 5,703,000.00 II-A-8 544,821.27 1,003,178.54 0.00 38,947,437.64 II-A-9 82,878.70 (82,878.70) 0.00 6,082,878.70 II-B-1 86,104.23 15,238.36 0.00 6,059,622.64 II-B-2 29,949.29 5,300.30 0.00 2,107,694.70 II-B-3 14,974.65 2,650.14 0.00 1,053,847.85 II-B-4 16,846.49 2,981.41 0.00 1,185,578.58 II-B-5 13,102.81 2,318.88 0.00 922,116.12 II-B-6 7,487.35 1,325.41 0.00 526,924.62 2P 0.00 0.00 0.00 100.00 II-PO 0.00 8,259.83 0.00 2,557,417.17 II-R-1 0.23 50.00 0.00 0.00 II-R-2 0.23 50.00 0.00 0.00 II-R-3 0.23 50.00 0.00 0.00 II-X 33,471.55 0.00 0.00 34,913,601.48