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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 333-106323-20
Bear Stearns ALT-A Trust
Mortgage Pass-Through Certificates
Series 2004-3
(Exact name of registrant as specified in its charter)
New York 54-2147344
(State or other jurisdiction of 54-2147345
incorporation or organization) (I.R.S. Employer
Identification No.)
c/o Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 884-2000
Securities registered pursuant to Section 12(b) of the Act:
NONE.
Securities registered pursuant to Section 12(g) of the Act:
NONE.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.
Not applicable.
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2).
Yes ___ No X
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of
such common equity, as of the last business day of the registrant's most
recently completed second fiscal quarter.
Not applicable.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Not applicable.
Documents Incorporated by Reference
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the
document is incorporated: (1)Any annual report to security holders; (2)
Any proxy or information statement; and (3)Any prospectus filed pursuant
to Rule 424(b) or (c) under the Securities Act of 1933. The listed
documents should be clearly described for identification purposes (e.g.
annual report to security holders for fiscal year ended December 24, 1980).
Not applicable.
PART I
Item 1. Business.
Omitted.
Item 2. Properties.
See Item 15(a), Exhibits 99.1, 99.2, and 99.3, for information
provided in lieu of information required by Item 102 of
Regulation S-K.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings
involving the trust created under the Pooling and Servicing
Agreement (the Trust), the Trustee, the Servicer or the
registrant with respect to the Trust other than routine
litigation incidental to the duties of the respective parties.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for registrant's Common Equity and Related Stockholder
Matters and Issuer Purchases of Equity Securities.
No established public trading market for the Certificates exists.
Records provided to the Trust by the DTC and the Trustee
indicate that as of December 31, 2004, the total number of holders
of record for the Series of Certificates is 20.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
See Item 15(a), Exhibits 99.1, 99.2, 99.3, for information
provided in lieu of information required by Item 302 of
Regulation S-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Not applicable.
Item 9B. Other Information.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Not applicable.
Item 11. Executive Compensation.
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Not applicable.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
Item 14. Principal Accounting Fees and Services.
Not applicable.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Exhibits
(31.1) Rule 13a-14(a)/15d-14(a) Certification
(99.1) Annual Independent Accountants' Servicing Reports concerning
servicing activities.
a) Cendant Mortgage Corp, as Servicer
b) EMC Mortgage Corp, as Servicer
c) EverHome Mortgage Company, as Servicer
d) Greenpoint Mortgage Funding, Inc., as Servicer
e) HSBC Bank, USA, as Servicer
f) Waterfield Mortgage Corp., as Servicer
(99.2) Report of Management as to Compliance with Minimum Servicing
Standards.
a) Cendant Mortgage Corp, as Servicer
b) EMC Mortgage Corp, as Servicer
c) EverHome Mortgage Company, as Servicer
d) Greenpoint Mortgage Funding, Inc., as Servicer
e) HSBC Bank, USA, as Servicer
f) Waterfield Mortgage Corp., as Servicer
(99.3) Annual Statements of Compliance under the Pooling and Servicing
Agreements.
a) Cendant Mortgage Corp, as Servicer
b) EMC Mortgage Corp, as Servicer
c) EverHome Mortgage Company, as Servicer
d) Greenpoint Mortgage Funding, Inc., as Servicer
e) HSBC Bank, USA, as Servicer
f) Waterfield Mortgage Corp., as Servicer
(99.4) Aggregate Statement of Principal and Interest Distributions to
Certificate Holders.
(b) Not applicable.
(c) Omitted.
Filed herewith.
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:
Bear Stearns ALT-A Trust
Mortgage Pass-Through Certificates
Series 2004-3
(Registrant)
Signed: Wells Fargo Bank, N.A. as Master Servicer
By: Dawn Hammond, Vice President
By: /s/ Dawn Hammond, Vice President
Dated: March 30, 2005
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
(a)(i) No annual report is provided to the Certificateholders other than
with respect to aggregate principal and interest distributions.
(a)(ii) No proxy statement, form of proxy or other proxy soliciting
material has been sent to any Certificateholder with respect to any
annual or other meeting of Certificateholders.
Exhibit Index
Exhibit No.
Ex-31.1 Rule 13a-14(a)/15d-14(a) Certification
I, Dawn Hammond, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on
Form 8-K containing distribution or servicing reports filed in
respect of periods included in the year covered by this annual report
of Bear Stearns ALT-A Trust Mortgage Pass-Through Certificates,
Series 2004-3 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:
Cendant Mortgage Corp as Servicer, EMC Mortgage Corp as Servicer,
EverHome Mortgage Company as Servicer, Greenpoint Mortgage Funding,
Inc. as Servicer, HSBC Bank, USA as Servicer, Waterfield Mortgage
Corp. as Servicer.
Date: March 30, 2005
/s/ Dawn Hammond
Signature
Vice President
Title
EX-99.1 (a)
(logo) Deloitte
Deloitte & Touche LLP
750 College Road East
Third Floor
Princeton, NJ 08540
USA
Tel: +1 609 514 3600
www.deloitte.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To Cendant Mortgage Corporation:
We have examined Cendant Mortgage Corporation's (the "Company") compliance with
its established minimum servicing standards described in the accompanying
Management's Assertion, dated February 28, 2005, as of and for the year ended
December 31, 2004. Management is responsible for compliance with those minimum
servicing standards. Our responsibility is to express an opinion on the
Company's compliance based on our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants as
adopted by the Public Company Accounting Oversight Board and, accordingly,
included examining, on a test basis, evidence about the Company's compliance
with its minimum servicing standards and performing such other procedures as
we considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide
a legal determination on the Company's compliance with its minimum servicing
standards.
Our examination disclosed the following instance of material noncompliance with
the reconciliation of custodial bank accounts applicable to the Company during
the year ended December 31, 2004. The Company did not comply with the
requirement to prepare custodial bank account reconciliations within 45
calendar days after the cutoff date and the requirement to resolve reconciling
items within 90 calendar days of their original identification as specified by
their minimum servicing standards.
In our opinion, except for the material noncompliance described in the
preceding paragraph, the Company complied, in all material respects, with the
aforementioned minimum servicing standards as of and for the year ended
December 31, 2004, as set forth in Appendix I.
/s/ Deloitte & Touche LLP
February 28, 2005
Member of
Deloitte Touche Tohmatsu
APPENDIX I
MINIMUM SERVICING STANDARDS SET FORTH IN THE MORTGAGE BANKERS
ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR
MORTGAGE BANKERS
I. CUSTODIAL BANK ACCOUNTS
1. Reconciliations shall be prepared on a monthly basis for all custodial bank
accounts and related bank clearing accounts. These reconciliations shall:
* be mathematically accurate;
* be prepared within forty-five (45) calendar days after the cutoff date;
* be reviewed and approved by someone other than the person who prepared
the reconciliation; and
* document explanations for reconciling items. These reconciling items
shall be resolved within ninety (90) calendar days of their original
identification.
2. Funds of the servicing entity shall be advanced in cases where there is an
overdraft in an investor's or a mortgagor's account.
3. Each custodial account shall be maintained at a federally insured depository
institution in trust for the applicable investor.
4. Escrow funds held in trust for a mortgagor shall be returned to the
mortgagor within thirty (30) calendar days of payoff of the mortgage loan.
II. MORTGAGE PAYMENTS
1. Mortgage payments shall be deposited into the custodial bank accounts and
related bank clearing accounts within two business days of receipt.
2. Mortgage payments made in accordance with the mortgagor's loan documents
shall be posted to the applicable mortgagor records within two business days
of receipt.
3. Mortgage payments shall be allocated to principal, interest, insurance,
taxes or other escrow items in accordance with the mortgagor's loan
documents.
4. Mortgage payments identified as loan payoffs shall be allocated in
accordance with the mortgagor's loan documents.
III DISBURSEMENTS
1. Disbursement made via wire transfer on behalf of a mortgagor or investor
shall be made only by authorized personnel.
2. Disbursements made on behalf of a mortgagor or investor shall be posted
within two business days to the mortgagor's or investor's records
maintained by the servicing entity.
3. Tax and insurance payments shall be made on or before the penalty or
insurance policy expiration dates, as indicated on tax bills and insurance
premium notices, respectively, provided that such support has been received
by the servicing entity at least thirty (30) calendar days prior to these
dates.
4. Any late payment penalties paid in conjunction with the payment of any tax
bill or insurance premium notice shall be paid from the servicing entity's
funds and not charged to the mortgagor, unless the late payment was due to
the mortgagor's error or omission.
5. Amounts remitted to investors per the servicer's investor reports shall
agree with cancelled checks, or other form of payment, or custodial bank
statements.
6. Unused checks shall be safeguarded so as to prevent unauthorized access.
IV. INVESTOR ACCOUNTING AND REPORTING
1. The servicing entity's investor reports shall agree with, or reconcile to,
investors' records on a monthly basis as to the total unpaid principal
balance and number of loans serviced by the servicing entity.
V. MORTGAGOR LOAN ACCOUNTING
1. The servicing entity's mortgage loan records shall agree with, or reconcile
to, the records of mortgagors with respect to the unpaid principal balance
on a monthly basis.
2. Adjustments on ARM loans shall be computed based on the related mortgage
note and any ARM rider.
3. Escrow accounts shall be analyzed, in accordance with the mortgagor's loan
documents, on at least an annual basis.
4. Interest on escrow accounts shall be paid, or credited, to mortgagors in
accordance with the applicable state laws. (A compilation of state laws
relating to the payment of interest on escrow accounts may be obtained
through the MBA's FAX ON DEMAND service. For more information, contact MBA.)
VI. DELINQUENCIES
1. Records documenting collection efforts shall be maintained during the
period a loan is in default and shall be updated at least monthly. Such
records shall describe the entity's activities in monitoring delinquent
loans including, for example, phone calls, letters and mortgage payment
rescheduling plans in cases where the delinquency is deemed temporary
(e.g., illness or unemployment).
VII. INSURANCE POLICIES
1. A fidelity bond and errors and omissions policy shall be in effect on the
servicing entity throughout the reporting period in the amount of coverage
represented to investors in management's assertion.
EX-99.1 (b)
(logo) Deloitte
Deloitte & Touche LLP
Two World Financial Center
New York, NY 10281-1414
USA
Tel: +1 212 436 2000
Fax: +1 212 436 5000
www.deloitte.com
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholder of
EMC Mortgage Corporation
We have examined EMC Mortgage Corporation's (the "Company") (a wholly owned
subsidiary of The Bear Stearns Companies Inc.) compliance with its established
minimum servicing standards described in the accompanying Management's
Assertion dated February 24, 2005, as of and for the year ended November 30,
2004. Management is responsible for the Company's compliance with those minimum
servicing standards. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants as
adopted by the Public Company Accounting Oversight Board and, accordingly,
included examining, on a test basis, evidence about the Company's compliance
with its minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Company's compliance with its minimum servicing
standards.
Our examination disclosed the following material noncompliance in regards to
resolving reconciling items within ninety (90) calendar days of their original
identification, applicable to the Company during the year ended November 30,
2004. The reconciliations in three of the twenty custodial bank accounts
selected for testing included twenty three reconciling items which were
resolved after 90 calendar days from their original identification.
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
November 30, 2004 based on the criteria set forth in Appendix A.
/s/ Deloitte & Touche LLP
February 24, 2005
Member of
Deloitte Touche Tohmatsu
APPENDIX A
MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE
BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION
PROGRAM FOR MORTGAGE BANKERS
I. CUSTODIAL BANK ACCOUNTS
1. Reconciliations shall be prepared on a monthly basis for all custodial bank
accounts and related bank clearing accounts. These reconciliations shall:
* be mathematically accurate;
* be prepared within forty-five (45) calendar days after the cutoff date;
* be reviewed and approved by someone other than the person who prepared
the reconciliation; and
* document explanations for reconciling items. These reconciling items
shall be resolved within ninety (90) calendar days of their original
identification.
2. Funds of the servicing entity shall be advanced in cases where there is an
overdraft in an investor's or a mortgagor's account.
3. Each custodial account shall be maintained at a federally insured depository
institution in trust for the applicable investor.
4. Escrow funds held in trust for a mortgagor shall be returned to the
mortgagor within thirty (30) calendar days of payoff of the mortgage loan.
II. MORTGAGE PAYMENTS
1. Mortgage payments shall be deposited into the custodial bank accounts and
related bank clearing accounts within two business days of receipt.
2. Mortgage payments made in accordance with the mortgagor's loan documents
shall be posted to the applicable mortgagor records within two business days
of receipt.
3. Mortgage payments shall be allocated to principal, interest, insurance,
taxes or other escrow items in accordance with the mortgagor's loan
documents.
4. Mortgage payments identified as loan payoffs shall be allocated in
accordance with the mortgagor's loan documents.
III. DISBURSEMENTS
1. Disbursements made via wire transfer on behalf of a mortgagor or investor
shall be made only by authorized personnel.
2. Disbursements made on behalf of a mortgagor or investor shall be posted
within two business days to the mortgagor's or investor's records
maintained by the servicing entity.
3. Tax and insurance payments shall be made on or before the penalty or
insurance policy expiration dates, as indicated on tax bills and insurance
premium notices, respectively, provided that such support has been received
by the servicing entity at least thirty (30) calendar days prior to these
dates.
4. Any late payment penalties paid in conjunction with the payment of any tax
bill or insurance premium notice shall be paid from the servicing entity's
funds and not charged to the mortgagor, unless the late payment was due to
the mortgagor's error or omission.
5. Amounts remitted to investors per the servicer's investor reports shall
agree with cancelled checks, or other form of payment, or custodial bank
statements.
6. Unused checks shall be safeguarded so as to prevent unauthorized access.
IV. INVESTOR ACCOUNTING AND REPORTING
1. The servicing entity's investor reports shall agree with, or reconcile to,
investors' records on a monthly basis as to the total unpaid principal
balance and number of loans serviced by the servicing entity.
V. MORTGAGOR LOAN ACCOUNTING
1. The servicing entity's mortgage loan records shall agree with, or reconcile
to, the records of mortgagors with respect to the unpaid principal balance
on a monthly basis.
2. Adjustments on ARM loans shall be computed based on the related mortgage
note and any ARM rider.
3. Escrow accounts shall be analyzed, in accordance with the mortgagor's loan
documents, on at least an annual basis.
4. Interest on escrow accounts shall be paid, or credited, to mortgagors in
accordance with the applicable state laws.
VI. DELINQUENCIES
1. Records documenting collection efforts shall be maintained during the period
a loan is in default and shall be updated at least monthly. Such records
shall describe the entity's activities in monitoring delinquent loans
including, for example, phone calls, letters and mortgage payment
rescheduling plans in cases where the delinquency is deemed temporary
(e.g., illness or unemployment).
VII.INSURANCE POLICIES
1. A fidelity bond and errors and omissions policy shall be in effect on the
servicing entity throughout the reporting period in the amount of coverage
represented to investors in management's assertion.
EX-99.1 (c)
(logo) Deloitte
Deloitte & Touche LLP
Suite 2801
One Independent Drive
Jacksonville, FL 32202-5034
USA
Tel: +1 904 665 1400
Fax: +1 904 665 1600
www.deloitte.com
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors
EverHome Mortgage Company
We have examined management's assertion that EverHome Mortgage Company
(the "Company") has complied as of and for the year ended December 31, 2004,
with its established minimum servicing standards described in the
accompanying Management's Assertion Report dated February 25, 2005.
Management is responsible for the Company's compliance with those minimum
servicing standards. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our
examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants
and, accordingly, included examining, on a test basis, evidence about the
Company's compliance with its minimum servicing standards and performing
such other procedures as we considered necessary in the circumstances.
We believe that our examination provides a reasonable basis for our opinion.
Our examination does not provide a legal determination on the Company's
compliance with its minimum servicing standards.
In our opinion, management's assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended
December 31, 2004, is fairly stated, in all material respects based on the
criteria set forth in Appendix I.
/s/ Deloitte & Touche LLP
February 25, 2005
Member of
Deloitte Touche Tohmatsu
APPENDIX I
MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE
BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION
PROGRAM FOR MORTGAGE BANKERS
I. CUSTODIAL BANK ACCOUNTS
1. Reconciliations shall be prepared on a monthly basis for all custodial bank
accounts and related bank clearing accounts. These reconciliations shall:
* be mathematically accurate;
* be prepared within forty-five (45) calender days after the cutoff date;
* be reviewed and approved by someone other than the person who prepared the
reconciliation; and
* document explanations for reconciling items. These reconciling items shall
be resolved within ninety (90) calender days of their original
identification.
2. Funds of the servicing entity shall be advanced in cases where there is an
overdraft in an investor's or a mortgagor's account.
3. Each custodial account shall be maintained at a federally insured depository
institution in trust for the applicable investor.
4. Escrow funds held in trust for a mortgagor shall be returned to the
mortgagor within thirty (30) calendar days of payoff of the mortgage loan.
II. MORTGAGE PAYMENTS
1. Mortgage payments shall be deposited into the custodial bank accounts and
related bank clearing accounts within two business days of receipt.
2. Mortgage payments made in accordance with the mortgagor's loan documents
shall be posted to the applicable mortgagor records within two business
days of receipt.
3. Mortgage payments shall be allocated to principal, interest, insurance,
taxes or other escrow items in accordance with the mortgagor's loan
documents.
4. Mortgage payments identified as loan payoffs shall be allocated in
accordance with the mortgagor's loan documents.
III. DISBURSEMENTS
1. Disbursements made via wire transfer on behalf of a mortgagor or investor
shall be made only by authorized personnel.
2. Disbursements made on behalf of a mortgagor or investor shall be posted
within two business days to the mortgagor's or investor's records
maintained by the servicing entity.
3. Tax and insurance payments shall be made on or before the penalty or
insurance policy expirations dates, as indicated on tax bills and insurance
premium notices, respectively, provided that such support has been received
by the servicing entity at least thirty (30) calendar days prior to these
dates.
4. Any late payments penalties paid in conjunction with the payment of any
tax bill or insurance premium notice shall be paid from the servicing
entity's funds and not charged to the mortgagor, unless the late payment
was due to the mortgagor's error or omission.
5. Amounts remitted to investors per the servicer's investor reports shall
agree with cancelled checks, or other form of payment, or custodial bank
statements.
6. Unused checks shall be safeguarded so as to prevent unauthorized access.
IV. INVESTOR ACCOUNTING AND REPORTING
1. The servicing entity's investor reports shall agree with, or reconcile to,
investors' records on a monthly basis as to the total unpaid principal
balance and number of loans serviced by the servicing entity.
V. MORTGAGOR LOAN ACCOUNTING
1. The servicing entity's mortgage loan records shall agree with, or reconcile
to, the records of mortgagors with respect to the unpaid principal balance
on a monthly basis.
2. Adjustments on ARM loans shall be computed based on the related mortgage
note and any ARM rider.
3. Escrow accounts shall be analyzed, in accordance with the mortgagor's loan
documents, on at least an annual basis.
4. Interest on escrow accounts shall be paid, or credited, to mortgagors in
accordance with the applicable state laws.
VI. DELINQUENCIES
1. Records documenting collection efforts shall be maintained during the period
a loan is in default and shall be updated at least monthly. Such records
shall describe the entity's activities in monitoring delinquent loans
including, for example, phone calls, letters and mortgage payment
rescheduling plans in cases where the delinquency is deemed temporary (e.g.,
illness or unemployment).
VII. INSURANCE POLICIES
1. A fidelity bond and errors and omissions policy shall be in effect on the
servicing entity throughout the reporting period in the amount of coverage
represented to investors in management's assertion.
EX-99.1 (d)
(logo) KPMG
KPMG LLP
55 Second Street
San Francisco, CA 94105
Independent Accountants' Report
The Board of Directors
North Fork Bancorporation, Inc.:
We have examined management's assertion, included in the accompanying Management
Assertion, that GreenPoint Mortgage Funding, Inc., a wholly owned subsidiary of
North Fork Bancorporation, Inc., complied with the minimum servicing standards
set forth in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers (USAP) as of and for the year ended
December 31, 2004. Management is responsible for GreenPoint Mortgage Funding,
Inc.'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 GreenPoint
Mortgage Funding, Inc.'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 GreenPoint Mortgage Funding, Inc.'s compliance with the minimum servicing
standards.
Management identified the following material noncompliance with minimum
servicing standards over mortgage payments as of and for the year ended
December 31, 2004. The mortgage interest rate changes on certain Home Equity
Lines of Credit were not adjusted at the appropriate date in accordance with
the mortgagor's loan documents. This resulted in the mortgagor being
overcharged for the period from the interest rate change until the correct
effective date, which was the first day of the following month.
In our opinion, except for the material noncompliance described in the third
paragraph, management's assertion that GreenPoint Mortgage Funding, Inc.
complied with the aforementioned minimum servicing standards as of and for the
year ended December 31, 2004 is fairly stated, in all material respects.
/s/ KPMG LLP
March 17, 2005
KPMG LLP, a U.S. limited liability partnership, is the U.S.
member firm of KPMG International, a Swiss cooperative.
EX-99.1 (e)
(logo) KPMG
KPMG LLP
Suite 601
12 Fountain Plaza
Buffalo, NY 14202
Independent Accountants' Report
The Board of Directors
HSBC Mortgage Corporation (USA):
We have examined management's assertion, included in the accompanying Management
Assertion, that HSBC Mortgage Corporation (USA) complied with the minimum
servicing standards set forth in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the
year ended December 31, 2004. Management is responsible for HSBC Mortgage
Corporation (USA)'s compliance with those minimum servicing standards. Our
responsibility is to express an opinion on management's assertion about the
Company's compliance based on our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about HSBC Mortgage
Corporation (USA)'s compliance with the minimum servicing standards specified
above and performing such other procedures as we considered necessary in the
circumstances. We believe that our examination provides a reasonable basis for
our opinion. Our examination does not provide a legal determination on HSBC
Mortgage Corporation (USA)'s compliance with the minimum servicing standards.
In our opinion, management's assertion that HSBC Mortgage Corporation (USA)
complied with the aforementioned minimum servicing standards during the year
ended December 31, 2004 is fairly stated, in all material respects.
/s/ KPMG, LLP
February 25, 2005
KPMG LLP, a U.S. limited liability partnership, is the US member firm of KPMG
International, a Swiss cooperative.
EX-99.1 (f)
(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, 2004, except for the minimum standards for custodial bank
accounts. During 2004, custodial bank accounts were not always reconciled within
45 days and reconciling items were not always cleared in 90 days. 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, 2004, is fairly stated, in all material respects, except for the
minimum standards for custodial bank accounts.
/s/ Ernst & Young LLP
February 24, 2005
EX-99.2 (a)
Cendant Mortgage
3000 Leadenhall Road
Mt. Laurel, NJ 08054
(logo) CENDANT
Mortgage
February 28, 2005
As of and for the year ended December 31, 2004, Cendant Mortgage Corporation
(the "Company") has complied in all material respects with the minimum servicing
standards set forth in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers, except for as discussed below.
During the year ended December 31, 2004, the Company determined it was
materially non-compliant with the requirement to prepare custodial bank account
reconciliations within 45 calendar days after the cutoff date and the
requirement to identify and resolve reconciling items within 90 calendar days
as specified by the minimum servicing standards.
The Company has undertaken remediation activities to address this material
instance of non-compliance as of December 31, 2004.
As of and for this same period, the Company had in effect a fidelity bond and
errors and omissions policy in the amount of $160 million and $20 million,
respectively.
Cendant Mortgage Corporation
/s/ Terence Edwards
Terence W. Edwards
President and Chief Executive Officer
/s/ Mark Danahy
Mark Danahy
Senior Vice President and Chief Financial Officer
/s/ Martin L. Foster
Martin L. Foster
Senior Vice President - Loan Servicing
EX-99.2 (b)
(logo) EMC
Mortgage Corporation
February 24, 2005
MANAGEMENT'S ASSERTION
As of and for the year ended November 30, 2004, 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, except as discussed below, 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.
During the year ended November 30, 2004, the Company determined it was
materially noncompliant with regards to resolving reconciling items within
ninety (90) calendar days of their original identification as specified by
its established minimum servicing standards. Twenty three reconciling items
in three of the twenty custodial bank account reconciliations selected for
testing during the accountants' examination were resolved after 90 calendar
days from their original identification.
As of and for this same period, the Company had in effect a fidelity bond in
the amount of $100,000,000 and $210,000,000 for the periods from December 1,
2003 to September 29, 2004 and from September 30, 2004 to November 30, 2004,
respectively, and an errors and omissions policy in the amount of $15,000,000
and $20,000,000 for the periods from December 1, 2003 to January 31, 2004 and
from February 1, 2004 to November 30, 2004, respectively.
/s/ Ralene Ruyle
Ralene Ruyle, President
/s/ Norton Wells
F. Norton Wells, Executive Vice President
/s/ Judith L. Leto
Judith L. Leto, CFO and Senior 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) Mortgage Bankers Association
investing in communities
MEMBER 2004
APPENDIX A
MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE
BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION
PROGRAM FOR MORTGAGE BANKERS
I. CUSTODIAL BANK ACCOUNTS
1. Reconciliations shall be prepared on a monthly basis for all custodial bank
accounts and related bank clearing accounts. These reconciliations shall:
* be mathematically accurate;
* be prepared within forty-five (45) calendar days after the cutoff date;
* be reviewed and approved by someone other than the person who prepared
the reconciliation; and
* document explanations for reconciling items. These reconciling items
shall be resolved within ninety (90) calendar days of their original
identification.
2. Funds of the servicing entity shall be advanced in cases where there is an
overdraft in an investor's or a mortgagor's account.
3. Each custodial account shall be maintained at a federally insured depository
institution in trust for the applicable investor.
4. Escrow funds held in trust for a mortgagor shall be returned to the
mortgagor within thirty (30) calendar days of payoff of the mortgage loan.
II. MORTGAGE PAYMENTS
1. Mortgage payments shall be deposited into the custodial bank accounts and
related bank clearing accounts within two business days of receipt.
2. Mortgage payments made in accordance with the mortgagor's loan documents
shall be posted to the applicable mortgagor records within two business days
of receipt.
3. Mortgage payments shall be allocated to principal, interest, insurance,
taxes or other escrow items in accordance with the mortgagor's loan
documents.
4. Mortgage payments identified as loan payoffs shall be allocated in
accordance with the mortgagor's loan documents.
III. DISBURSEMENTS
1. Disbursements made via wire transfer on behalf of a mortgagor or investor
shall be made only by authorized personnel.
2. Disbursements made on behalf of a mortgagor or investor shall be posted
within two business days to the mortgagor's or investor's records
maintained by the servicing entity.
3. Tax and insurance payments shall be made on or before the penalty or
insurance policy expiration dates, as indicated on tax bills and insurance
premium notices, respectively, provided that such support has been received
by the servicing entity at least thirty (30) calendar days prior to these
dates.
4. Any late payment penalties paid in conjunction with the payment of any tax
bill or insurance premium notice shall be paid from the servicing entity's
funds and not charged to the mortgagor, unless the late payment was due to
the mortgagor's error or omission.
5. Amounts remitted to investors per the servicer's investor reports shall
agree with cancelled checks, or other form of payment, or custodial bank
statements.
6. Unused checks shall be safeguarded so as to prevent unauthorized access.
IV. INVESTOR ACCOUNTING AND REPORTING
1. The servicing entity's investor reports shall agree with, or reconcile to,
investors' records on a monthly basis as to the total unpaid principal
balance and number of loans serviced by the servicing entity.
V. MORTGAGOR LOAN ACCOUNTING
1. The servicing entity's mortgage loan records shall agree with, or reconcile
to, the records of mortgagors with respect to the unpaid principal balance
on a monthly basis.
2. Adjustments on ARM loans shall be computed based on the related mortgage
note and any ARM rider.
3. Escrow accounts shall be analyzed, in accordance with the mortgagor's loan
documents, on at least an annual basis.
4. Interest on escrow accounts shall be paid, or credited, to mortgagors in
accordance with the applicable state laws.
VI. DELINQUENCIES
1. Records documenting collection efforts shall be maintained during the period
a loan is in default and shall be updated at least monthly. Such records
shall describe the entity's activities in monitoring delinquent loans
including, for example, phone calls, letters and mortgage payment
rescheduling plans in cases where the delinquency is deemed temporary
(e.g., illness or unemployment).
VII.INSURANCE POLICIES
1. A fidelity bond and errors and omissions policy shall be in effect on the
servicing entity throughout the reporting period in the amount of coverage
represented to investors in management's assertion.
EX-99.2 (c)
(logo)EverHome
MORTGAGE COMPANY
Management's Assertion Regarding Compliance With Minimum Servicing
Standards
As of and for the year ended December 31, 2004, EverHome Mortgage Company
(the "Company") has complied, in all material respects, with the Company's
established minimum servicing standards for single family residential
mortgages as set forth in Appendix I (the "Standards"). The Standards are
based on the Mortgage Banker's Association of America's Uniform Single
Attestation Program for Mortgage Bankers. As of and for this same period,
EverHome Mortgage Company had in effect a fidelity bond and errors and
omissions policy in the amount of $20 million, respectively.
/s/ Gary A. Meeks
Gary A. Meeks
Chairman and Executive Officer
2/25/05
Date
/s/ Michael C. Koster
Michael C. Koster
President and Operating Officer
2-25-05
Date
/s/ W. Blake Wilson
W. Blake Wilson
Executive Vice President and Chief Financial Officer,
EverBank
2/25/05
Date
8100 Nations Way * Jacksonville, FL 32256
APPENDIX I
MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE
BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION
PROGRAM FOR MORTGAGE BANKERS
I. CUSTODIAL BANK ACCOUNTS
1. Reconciliations shall be prepared on a monthly basis for all custodial bank
accounts and related bank clearing accounts. These reconciliations shall:
* be mathematically accurate;
* be prepared within forty-five (45) calendar days after the cutoff date;
* be reviewed and approved by someone other than the person who prepared
the reconciliation; and
* document explanations for reconciling items. These reconciling items
shall be resolved within ninety (90) calendar days of their original
identification.
2. Funds of the servicing entity shall be advanced in cases where there is an
overdraft in an investor's or a mortgagor's account.
3. Each custodial account shall be maintained at a federally insured depository
institution in trust for the applicable investor.
4. Escrow funds held in trust for a mortgagor shall be returned to the
mortgagor within thirty (30) calendar days of payoff of the mortgage loan.
II. MORTGAGE PAYMENTS
1. Mortgage payments shall be deposited into the custodial bank accounts and
related bank clearing accounts within two business days of receipt.
2. Mortgage payments made in accordance with the mortgagor's loan documents
shall be posted to the applicable mortgagor records within two business days
of receipt.
3. Mortgage payments shall be allocated to principal, interest, insurance,
taxes or other escrow items in accordance with the mortgagor's loan
documents.
4. Mortgage payments identified as loan payoffs shall be allocated in
accordance with the mortgagor's loan documents.
III. DISBURSEMENTS
1. Disbursements made via wire transfer on behalf of a mortgagor or investor
shall be made only by authorized personnel.
2. Disbursements made on behalf of a mortgagor or investor shall be posted
within two business days to the mortgagor's or investor's records maintained
by the servicing entity.
3. Tax and insurance payments shall be made on or before the penalty or
insurance policy expiration dates, as indicated on tax bills and insurance
premium notices, respectively, provided that such support has been received
by the servicing entity at least thirty (30) calendar days prior to these
dates.
4. Any late payment penalties paid in conjunction with the payment of any tax
bill or insurance premium notice shall be paid from the servicing entity's
funds and not charged to the mortgagor, unless the late payment was due to
the mortgagor's error or omission.
5. Amounts remitted to investors per the servicer's investor reports shall agree
with cancelled checks, or other form of payment, or custodial bank
statements.
6. Unused checks shall be safeguarded so as to prevent unauthorized access.
IV. INVESTOR ACCOUNTING AND REPORTING
1. The servicing entity's investor reports shall agree with, or reconcile to,
investors' records on a monthly basis as to the total unpaid principal
balance and number of loans serviced by the servicing entity.
V. MORTGAGOR LOAN ACCOUNTING
1. The servicing entity's mortgage loan records shall agree with, or reconcile
to, the records of mortgagors with respect to the unpaid principal balance on
a monthly basis.
2. Adjustments on ARM loans shall be computed based on the related mortgage note
and any ARM rider.
3. Escrow accounts shall be analyzed, in accordance with the mortgagor's loan
documents, on at least an annual basis.
4. Interest on escrow accounts shall be paid, or credited, to mortgagors in
accordance with the applicable state laws.
VI. DELINQUENCIES
1. Records documenting collection efforts shall be maintained during the period
a loan is in default and shall be updated at least monthly. Such records
shall describe the entity's activities in monitoring delinquent loans
including, for example, phone calls, letters and mortgage payment
rescheduling plans in cases where the delinquency is deemed temporary (e.g.,
illness or unemployment).
VII. INSURANCE POLICIES
1. A fidelity bond and errors and omissions policy shall be in effect on the
servicing entity throughout the reporting period in the amount of coverage
represented to investors in management's assertion.
EX-99.2 (d)
PO Box 84013
Columbus, GA 31908-4013
(logo) GreenPoint Mortgage
Servicing Division
Management Assertion
March 17, 2005
As of and for the year ended December 31, 2004, GreenPoint Mortgage Funding,
Inc. (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 the
following:
* In certain circumstances, the mortgage interest rate changes on certain Home
Equity Lines of Credit were not adjusted at the appropriate date in
accordance with the mortgagor's loan documents. This resulted in the
mortgagor being overcharged for the period from the interest rate change
until the correct effective date, which was the first day of the following
month. This error was identified by Management and the systemic issue that
caused the incorrect calculation of interest was resolved prior to the
issuance of this letter.
As of and for the year ended December 31, 2004, the Company had in effect a
fidelity bond in the amount of $25,000,000 for a single loss limit and an
aggregate limit of liability of $50,000,000 and an errors and omissions policy
in the amount of $25,000,000 for a single loss limit and no aggregate limit of
liability.
Very truly yours,
GreenPoint Mortgage Funding, Inc., as Servicer
/s/ S.A. Ibrahim
S.A Ibrahim
Chief Executive Officer
/s/ Mike De Francesco
Mike De Francesco
Senior Vice President - Loan Administration
/s/ David Petrini
Dave Petrini
Chief Financial Officer
EX-99.2 (e)
(logo) HSBC
Management Assertion
As of and for the year ended December 31, 2004, HSBC Mortgage Corporation (USA)
complied in all material respects with the minimum servicing standards set forth
in the Mortgage Bankers Association of America's Uniform Single Attestation
Program for Mortgage Bankers. As of and for this same period, HSBC Mortgage
Corporation (USA) had in effect fidelity bond and errors and omissions policies
in the amount of $683,476,500 and $88,000,000 respectively.
/s/ Joseph F. Prasnjak
Joseph F. Prasnjak
SVP, Mortgage Finance
/s/ Lawrence A. Schiavi
Lawrence A. Schiavi
SVP, Executive Management Committee
/s/ Michael T. Stilb
Michael T. Stilb
SVP, Mortgage Servicing
HSBC Mortgage Corporation (USA)
2929 Walden Avenue, Depew, NY 14043
(logo) EQUAL HOUSING LENDER
EX-99.2 (f)
(logo) WATERFIELD
WATERFIELD
Mortgage Company
A Waterfield Group Company
Management's Assertion on Compliance with the Specified Minimum
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, 2004 and for the year then ended. Based on this
evaluation, we assert that during the year ended December 31, 2004, the Company
complied, in all material respects, with the specified minimum servicing
standards, except for the minimum standards for custodial bank accounts. During
2004, custodial bank accounts were not always reconciled within 45 days and
reconciling items were not always cleared in 90 days.
From January 1, 2004 to December 31, 2004, the Bank had in effect a fidelity
bond in the amount of $20,000,000. From January 1, 2004 to December 31, 2004 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
February 24, 2005
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 BANK * UNION INVESTMENT SERVICES, INC.
EQUAL OPPORTUNITY EMPLOYER * EQUAL HOUSING LENDER
Exhibit A
Specified Minimum Servicing Standards
I. Custodial Bank Accounts
1. Reconciliations shall be prepared on a monthly basis for all custodial bank
accounts and related bank clearing accounts. These reconciliations shall:
a. be mathematically accurate;
b. be prepared within forty-five (45) calendar days after the cutoff date. The
cutoff date is the date as of which a bank account is reconciled every month. It
may, or may not, coincide with a prescribed investor reporting date but shall be
consistent from period to period;
c. be reviewed and approved by someone other than the person who prepared the
reconciliation; and
d. document explanations for reconciling items. These reconciling items shall be
resolved within ninety (90) calendar days of their original identification.
2. Funds of the servicing entity shall be advanced in cases where there is an
overdraft in an investor's or a mortgagor's account.
3. Each custodial account shall be maintained at a federally insured depository
institution in trust for the applicable investor.
4. Escrow funds held in trust for a mortgagor shall be returned to the mortgagor
within thirty (30) calendar days of payoff of the mortgage loan.
II. Mortgage Payments
1. Mortgage payments shall be deposited into the custodial bank accounts and
related bank clearing accounts within two (2) business days of receipt.
2. Mortgage payments made in accordance with the mortgagor's loan documents
shall be posted to the applicable mortgagor records within two (2) business days
of receipt.
3. Mortgage payments shall be allocated to principal, interest, insurance, taxes
or other escrow items in accordance with the mortgagor's loan documents.
4. Mortgage payments identified as loan payoffs shall be allocated in accordance
with the mortgagor's loan documents.
III. Disbursements
1. Disbursements made via wire transfer on behalf of a mortgagor or investor
shall be made only by authorized personnel.
2. Disbursements made on behalf of a mortgagor or investor shall be posted
within two (2) business days to the mortgagor's or investor's records maintained
by the servicing entity.
3. Tax and insurance payments shall be made on or before the penalty or
insurance policy expiration dates, as indicated on tax bills and insurance
premium notices, respectively, provided that such support has been received by
the servicing entity at least thirty (30) calendar days prior to these dates.
4. Any late payment penalties paid in conjunction with the payment of any tax
bill or insurance premium notice shall be paid from the servicing entity's funds
and not charged to the mortgagor, unless the late payment was due to the
mortgagor's error or omission.
5. Amounts remitted to investors per the servicer's investor reports shall agree
with cancelled checks, or other form of payment, or custodial bank statements.
6. Unissued checks shall be safeguarded so as to prevent unauthorized access.
IV. Investor Accounting and Reporting
1. The servicing entity's investor reports shall agree with, or reconcile to,
investors' records on a monthly basis as to the total unpaid principal balance
and number of loans serviced by the servicing entity.
V. Mortgagor Loan Accounting
1. The servicing entity's mortgage loan records shall agree with, or
reconcile to, the records of mortgagors with respect to the unpaid principal
balance on a monthly basis.
2. Adjustments on adjustable rate mortgage (ARM) loans shall be computed based
on the related mortgage note and any ARM rider.
3. Escrow accounts shall be analyzed, in accordance with the mortgagor's loan
documents, on at least an annual basis.
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 undated at least monthly. Such records shall
describe the entity's activities in monitoring delinquent loans including, for
example, phone calls, letters and mortgage payment rescheduling plans in cases
where the delinquency is deemed temporary (i.e., illness or unemployment).
VII. Insurance Policies
1. A fidelity bond and errors and omissions policy shall be in effect on the
servicing entity throughout the reporting period in the amount of coverage
represented to investors in management's assertion.
EX-99.3 (a)
PHH Mortgage Services
(logo) PHH
Wells Fargo Bank. N.A.
9062 Old Annapolis Rd.
Columbia, MD 21054
Attention: Kim
RE: Annual Statement as to Compliance
Investor number(s)/Deal name(s): as listed on the attached Schedule A
Dear Investor, Master Servicer or Trustee,
The undersigned officer certifies the following for PHH Mortgage Corp. f/k/a
Cendant Mortgage Corp. for the 2004 calendar year. To the best of our knowledge:
a) The activities and performance of the Servicer during the preceding Fiscal
year under the terms of the above Servicing Agreement, Trust Agreement,
Pooling and Servicing Agreement and/or Servicer Guide and to the best of my
knowledge the Servicer has fulfilled all of its duties, responsibilities or
obligations under this Agreement throughout such year, or if there has been
default or failure of the Servicer to perform any such duties,
responsibilities or obligations, a description of each default or failure
and the nature and status thereof has been reported to Wells Fargo Bank;
b) The Servicer is currently an approved FNMA or FHLMC Servicer in good
standing:
c) The Fidelity Bond, the Errors and Omissions Insurance Policy and any other
bonds required under the terms of the Servicing Agreement, Trust Agreement,
Pooling and Servicing Agreement and/or Servicer Guide are in full force and
effect;
d) All premiums for each Hazard Insurance Policy, Flood Insurance Policy
(if applicable) and Primary Mortgage Insurance Policy (if applicable), with
respect to each Mortgaged Property, have been paid and that such insurance
policies are in full force and effect;
e) All real estate taxes, governmental assessments and any other expenses
accrued and due, that if not paid could result in a lien or encumbrance on
any Mortgage Property, have been paid, or if any such costs or expenses have
been paid with respect to any Mortgaged Property, the reason for the
non-payment has been reported to Wells Fargo Bank;
f) All Custodial Accounts have been reconciled and are properly funded; and
g) All annual reports of Foreclosure and Abandonment of Mortgaged Property
required per section 6050H, 6050J and 6050P of the Internal Revenue Code,
respectively, have been prepared and filed.
Certified by
/s/ William E. Fricke, Jr.
William E. Fricke, Jr.
Assistant Vice President
3/15/05
Date:
PHH Mortgage Services
(logo) PHH
SCHEDULE A
BAY 2004-C MARM 2004-3 THB 2004-1
BAY 2004-D MARM 2004-4 THB 2004-2
BSA 2003-AC7 MARM 2004-5 WFMBS 2004-1
BSA 2004-AC1 MASTR 2003-10
BSA 2004-AC2 MASTR 2003-11
BSA 2004-AC4 MASTR 2003-12
BSA 2004-AC5 MASTR 2003-7
BSA 2004-AC6 MASTR 2003-8
BSL 2003-7 MASTR 2003-9
BSL 2004-12 MASTR 2004-1
BSL 2004-3 MASTR 2004-10
BSL 2004-4 MASTR 2004-11
BSL 2004-6 MASTR 2004-3
BST 2003-9 MASTR 2004-4
BST 2004-1 MASTR 2004-5
BST 2004-10 MASTR 2004-6
BST 2004-12 MASTR 2004-8
CSF 2004-1 MASTR 2004-9
CSF 2004-AR1 MLC 2004-1
CSF 2004-AR2 MLC 2004-A
HBV 2004-10 MLC 2004-B
JPMMT 2004-Al MLC 2004-C
JPMMT 2004-A2 MLC 2004-D
JPMMT 2004-A3 MLC 2004-E
JPMMT 2004-A4 MLC 2004-F
JPMMT 2004-A5 MLC 2004-G
JPMMT 2004-A6 MLC 2004-HB1
JPMMT 2004-S2 MLM 2004-A01
MAL 2004-1 MSML 2004-10AR
MAL 2004-10 MSML 2004-11A
MAL 2004-11 MSML 2004-2AR
MAL 2004-12 MSML 2004-3
MAL 2004-13 MSML 2004-4
MAL 2004-3 MSML 2004-5AR
MAL 2004-4 MSML 2004-6AR
MAL 2004-5 MSML 2004-7AR
MAL 2004-6 MSML 2004-8AR
MAL 2004-7 MSML 2004-9
MAL 2004-8 MSSTA 2004-1
MAL 2004-9 PAM 2004-CL1
MARM 2004-1 PRM 2004-CL2
MARM 2004-10 SAIL 2004-7
MARM 2004-11 SAM 2004-AR1
MARM 2004-15 THB 2003-2
MARM 2004-2 THB 2003-5
EX-99.3 (b)
(logo) EMC
Mortgage corporation
Proven Performance
Wells Fargo Bank Minnesota, N.A.
9062 Old Annapolis Rd.
Columbia, MD 21045
Attention: Master Servicing
RE: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the 2004 fiscal year:
(A) I have reviewed the activities and performance of the Servicer during
the preceding fiscal year under the terms of the Servicing Agreement,
Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer
Guide and to the best of these Officers' knowledge, the Servicer has
fulfilled all of its duties, responsibilities or obligations under these
Agreements throughout such year, or, if there has been a default or
failure of the servicer to perform any of such duties, responsibilities
or obligations, a description of each default or failure and the nature
and status thereof has been reported to Wells Fargo Bank Minnesota, N.A;
(B) I have confirmed that the Servicer is currently an approved FNMA of
FHLMC servicer in good standing;
(C) I have confirmed that the Fidelity Bond, the Errors and Omissions
Insurance Policy and any other bonds required under the terms of the
Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement
and/or Seller/Servicer Guide are in full force and effect;
(D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy
(if applicable) and Primary Mortgage Insurance Policy (if applicable),
with respect to each Mortgaged Property, have been paid and that all such
insurance policies are in full force and effect;
(E) All real estate taxes, governmental assessments and any other expenses
accrued and due, that if not paid could result in a lien or encumbrance
on any Mortgaged Property, have been paid, or if any such costs or
expenses have not been paid with respect to any Mortgaged Property, the
reason for the non-payment has been reported to Wells Fargo Bank
Minnesota, N.A.;
(F) All Custodial Accounts have been reconciled and are properly funded; and
(G) All annual reports of Foreclosure and Abandonment of Mortgage Property
required per section 6050H, 6050J and 6050P of the Internal Revenue Code,
respectively, have been prepared and filed.
Certified by:
/s/ Sue Stepanek
Sue Stepanek
Executive Vice President
March 4, 2005
Date
Two MacArthur Ridge 909 Hidden Ridge Drive, Suite 200 Irving, Texas 75038
Mailing Address: P.O. Box 141358, Irving, Texas 75014-1358
(logo)
Member
Mortgage Bankers
Association of America
EX-99.3 (c)
(logo)EverHome
MORTGAGE COMPANY
Officer's Certification of Servicing
2004
The undersigned officer certifies to the best of his/her knowledge the
following for the 2004 fiscal year:
(a) I have reviewed the activities and performance of EverHome Mortgage
Company, f/k/a Alliance Mortgage Company during the preceding fiscal
year under the terms of the Servicing Agreement, Trust Agreement,
Pooling and Servicing Agreement and/or Seller/Servicer Guide. To the
best of this Officers' knowledge, we have fulfilled all of its duties,
responsibilities or obligations under these Agreements throughout such
year;
(b) I have confirmed that the Fidelity Bond, the Errors and Omissions
Insurance Policy and any other bonds required under the terms of the
Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement
and/or Seller/Servicer Guide are in full force and effect;
(c) All Custodial Accounts have been reconciled and are properly funded.
/s/ Pam E. Rothenberg
Pam E. Rothenberg
Sr. Vice President
February 21, 2005
EverHome Mortgage Company, 8100 Nations Way, Jacksonville, FL 32256
EX-99.3 (d)
PO Box 84013
Columbus GA 31908-4013
Tel. 800.784.5566
GreenPoint Mortgage (logo)
March 15, 2005
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attn: Master Servicer
EMC Mortgage Corporation
MacArthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irvin, Texas 75038
Attn: Ralene Ruyle
Re: Annual Statement of Compliance for the Assignment, Assumption
and Recognition Agreements listed on Exhibit A hereto (each as
"Agreement") by GreenPoint Mortgage Funding, Inc., as Servicer
Ladies and Gentlemen:
Pursuant to the Assignment, Assumption and Recognition Agreement with respect
to the above-referenced offering, the undersigned officer of GreenPoint Mortgage
Funding, Inc. (as "Servicer") hereby certifies as to the following (capitalized
terms have the meanings used in each Agreement):
1. A review of the activities of the Servicer and its performance under
each Agreement during the preceding fiscal year since the inception of the
trust has been made under the direct supervision of the undersigned officer;
and
2. To the best knowledge of the undersigned officer, based on such
review, the Servicer has fulfilled all of its material obligations under the
each Agreement throughout the applicable period, and there has been no known
default in the fulfillment of the Servicer's material obligations throughout
such period.
Very truly yours,
GREENPOINT MORTGAGE
FUNDING, INC., as Servicer
By: /s/ Michael DeFrancesco
Name: Michael DeFrancesco
Title: Senior Vice President,
Loan Administrator
Exhibit A
Bear Stearns Asset Backed Securities I Trust 2003-AC7
Bear Stearns ALT-A Trust 2004-1
Bear Stearns ALT-A Trust 2004-2
Bear Stearns ALT-A Trust 2004-3
Bear Stearns ALT-A Trust 2004-4
Bear Stearns ALT-A Trust 2004-5
Bear Stearns ALT-A Trust 2004-6
Bear Stearns ALT-A Trust 2004-8
Bear Stearns ALT-A Trust 2004-9
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2300 Brookstone Centre Pkwy Columbus GA 31904
Customer Service Hours: Monday - Friday, 8.30 AM - 8:00 PM, Eastern
www.greenpointservice.com
EX-99.3 (e)
HSBC (logo)
Exhibit "A"
Wells Fargo Bank Minnesota, N.A.
9062 Old Annapolis Rd.
Columbia, MD 21045
Attention: Master Servicing
RE: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the 2004 fiscal year:
(A) I have reviewed the activities and performance of the Servicer during the
preceding fiscal year under the terms of the Servicing Agreement, Trust
Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and
to the best of these Officers' knowledge, the Servicer has fulfilled all of
its duties, responsibilities or obligations under these Agreements
throughout such year, or if there has been a default or failure of the
servicer to perform any of such duties, responsibilities or obligations, a
description of each default or failure and the nature and status thereof
has been reported to Wells Fargo Bank Minnesota, N.A.;
(B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC
servicer in good standing;
(C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance
Policy and any other bonds required under the terms of the Servicing
Agreement, Trust Agreement, Pooling and Servicing Agreement and/or
Seller/Servicer Guide are in full force and effect;
(D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if
applicable) and Primary Mortgage Insurance Policy (if applicable), with
respect to each Mortgaged Property, have been paid and that all such
insurance policies are in full force and effect;
(E) All real estate taxes, governmental assessments and any other expenses
accrued and due, that if not paid could result in a lien or encumbrance on
any Mortgaged Property, have been paid, or if any such costs or expenses
have not been paid with respect to any Mortgaged Property, the reason for
the non-payment has been reported to Wells Fargo Bank Minnesota, N.A.;
(F) All Custodial Accounts have been reconciled and are properly funded; and
(G) All annual reports of Foreclosure and Abandonment of Mortgage Property
required per section 6050H, 6050J and 6050P of the Internal Revenue Code,
respectively, have been prepared and filed.
Certified By:
/s/ Robin E. Hornstrom
Officer
Robin Hornstrom/Vice President
Title
2/25/2005
Date
HSBC Mortgage Corporation (USA)
2929 Walden Avenue, Depew, NY 14043
(logo) EQUAL HOUSING LENDER
EX-99.3 (f)
(logo) WATERFIELD
WATERFIELD
Mortgage Company
A Waterfield Group Company
Exhibit "A"
Wells Fargo Bank Minnesota, N.A.
9062 Old Annapolis Rd.
Columbia, MD 21045
Attention: Master Servicing
RE: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the 2004 fiscal year:
(A) I have reviewed the activities and performance of the Servicer during the
preceding fiscal year under the terms of the Servicing Agreement, Trust
Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to
the best of these Officers' knowledge, the Servicer has fulfilled all of its
duties, responsibilities or obligations under these Agreements throughout such
year, or if there has been a default or failure of the servicer to perform any
of such duties, responsibilities or obligations, a description of each default
or failure and the nature and status thereof has been reported to Wells Fargo
Bank Minnesota, N.A.;
(B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC
servicer in good standing;
(C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance
Policy and any other bonds required under the terms of the Servicing Agreement,
Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide
are in full force and effect;
(D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if
applicable) and Primary Mortgage Insurance Policy (if applicable), with respect
to each Mortgaged Property, have been paid and that all such insurance policies
are in full force and effect;
(E) All real estate taxes, governmental assessments and any other expenses
accrued and due, that if not paid could result in a lien or encumbrance on any
Mortgaged Property, have been paid, or if any such costs or expenses have not
been paid with respect to any Mortgaged Property, the reason for the non-payment
has been reported to Wells Fargo Bank Minnesota, N.A.;
(F) All Custodial Accounts have been reconciled and are properly funded with the
following exceptions: Custodial accounts were not always prepared within
forty-five calendar days and reconciling items were not always resolved within
ninety calendar days; 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/ Angela K. Thompson
Investor Accounting Manager - AVP
Title
2/25/05
Date
7500 WEST JEFFERSON BLVD * P.O. BOX 1289 * FORT WAYNE, INDIANA 46801 *
219-434-8411 * www.waterfield.com
WATERFIELD FINANCIAL CORPORATION * WATERFIELD MORTGAGE COMPANY * WATERFIELD
INSURANCE AGENCY * UNION FEDERAL BANK * UNION INVESTMENT SERVICES, INC.
EQUAL OPPORTUNITY EMPLOYER * EQUAL HOUSING LENDER
Ex-99.4
Schedule of Year-To-Date Principal and Interest Distributions to
Certificateholders
Class Interest Principal Losses Ending Balance
A 7,687,836.70 163,151,429.01 0.00 466,676,970.99
B 350,218.93 0.00 0.00 13,400,600.00
B-IO 13,235,944.48 0.00 0.00 510,228,922.26
M-1 158,255.98 0.00 0.00 10,050,400.00
M-2 336,897.93 0.00 0.00 16,750,800.00
R-I 0.00 0.00 0.00 0.00
R-II 0.00 0.00 0.00 0.00
OC 0.00 0.00 0.00 3,350,151.27
XP 625,964.37 0.00 0.00 100.00