Citigroup Mortgage Loan Trust Inc., Series 2005-3
Not Applicable.
Not Applicable.
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.
No matters were submitted to a vote of Certificateholders during the fiscal  year covered by this report.  PART II
The Trust does not issue stock.  (a) There is currently no established public trading market for the Registrant's certificates.   (b) As of December 31, 2005 the number of registered holders of all classes  of Certificates was 47.   (c) Not Applicable.
Not Applicable.
Not Applicable.
Not Applicable.
Not Applicable.
None.
Not Applicable.
Not Applicable.  PART III
Not Applicable.
Not Applicable.
Not Applicable.
None.
Not Applicable.     PART IV
(a) Exhibits:  (1) All financial statements: Monthly Remittance Statement to the Certificateholders dated as of August  25, 2005 was filed with the Securities and Exchange Commission on  September 6, 2005 under an incorrect CIK Code and was re-filed on  February 21, 2006.  Monthly Remittance Statement to the Certificateholders dated as of  September 26, 2005 was filed with the Securities and Exchange Commission on September 30, 2005 under an incorrect CIK Code and was re-filed on February 21, 2006.  Monthly Remittance Statement to the Certificateholders dated as of October 25, 2005 and filed with the Securities and Exchange Commission on  October 27, 2005.  Monthly Remittance Statement to the Certificateholders dated as of November 25, 2005 and filed with the Securities and Exchange Commission on  December 12, 2005.  Monthly Remittance Statement to the Certificateholders dated as of December 27, 2005, and filed with the Securities and Exchange Commission on December 28, 2005.  (2) Not applicable  (3)   Exhibit 31 Section 302 Sarbanes-Oxley Certification  Exhibit 99.1 Servicer's Annual Statement of Compliance as of December 31, 2005 a) Countrywide Home Loans, Inc. b) GMAC Mortgage Corporation c) National City Mortgage Company d) Wells Fargo Bank, NA   Exhibit 99.2 Report of Independent Registered Public Accounting Firm as of December 31, 2005 a) Countrywide Home Loans, Inc. b) GMAC Mortgage Corporation c) National City Mortgage Company d) Wells Fargo Bank, NA      (b) Not applicable.     (c) Not applicable.                                             SIGNATURE         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.                                   CITIGROUP MORTGAGE LOAN TRUST INC.                                   BY:  CitiMortgage Inc.,                                      as Master Servicer                                  By: /s/ Tommy Harris                                         -----------------------------------                                         Name:  Tommy Harris                                         Title: Senior Vice President Date: March 29, 2006     EX-31 2 sox2005-3.txt SOX2005-3                                                                      Exhibit 31   CERTIFICATION PURSUANT TO SECTION 302(A) OF THE SARBANES-OXLEY ACT  I, Tommy Harris, Senior Vice President of CitiMortgage Inc., 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 Citigroup Mortgage Loan  Trust, Inc., Series 2005-3  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 upon my knowledge, the servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or  similar, agreement is included in these reports;  4.      I am responsible for reviewing the activities performed by the  servicer under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under the pooling and servicing agreements, and except as disclosed in the reports, the 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;  6.      In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:   Countrywide Home Loans, Inc., GMAC Mortgage Corporation, Wells Fargo Bank, N.A. and National City Mortgage Co.    Date: March 22, 2006   _______/S/_________ Name:  Tommy Harris  Title:  Master Servicing Division           Senior Vice President       EX-99 3 certformcountrywide3.txt 99.1                          Exhibit 99.1a  ANNUAL CERTIFICATION FOR  HOME MORTGAGE PURCHASE PROGRAM  PURSUANT TO THE SALE, SERVICING AND ADMINISTRATION AGREEMENT  PROGRAM NAME: CITIGROUP MORTGAGE LOAN TRUST INC. - SERIES 2005-3  In accordance with the above referenced Agreement, I, the undersigned, hereby  certify as to each Mortgage Loan being serviced by the below named institution  that as of the preceding certification date:  1.      I am an "Officer" as defined in the above referenced Agreement, and am  empowered and authorized to issue this Annual Certification.  2.      All taxes, ground rents and assessments for the Mortgages covered  herein have been paid.          3.      All insurance premiums for flood or other casualty insurance; and FHA premiums or Private Mortgage Insurance premiums on conventional loans have been paid, and all policies as required by the Agreement are in full force.  Servicer is in full compliance with the Private Mortgage Insurance automatic termination provisions of the Homeowners Protection Act of 1998, the American Homeownership and Economic Opportunity Act of 2000, and Fannie Mae  servicing guidelines where applicable.   4.      Inspections have been made monthly on all delinquent, foreclosed or otherwise vacant properties, and any other property the Servicer has reason to  believe requires an inspection.  5.      Analysis has been made to ensure sufficient moneys are being collected in escrow for the current year.  6. All information returns have been provided to the Internal Revenue Service as required on activity relating to the relevant Mortgage Loans.  7. If Servicer originates mortgage loans for delivery to investor under the referenced Agreement or services mortgage loans under the referenced Agreement that are registered with MERS, the Servicer has remained a member of MERS in good standing during this Annual Certification period.  8. There is no outstanding or threatened litigation regarding predatory lending  practices pertaining to any loans serviced under this Program.   I further certify:  A.      To the best of my knowledge and upon reasonable investigation, the servicing of the Mortgage Loans during the year preceding the last certification date of the Agreement has been conducted in compliance with the  Agreement except for such exceptions as I am setting forth below.  EXCEPTIONS (if any):     B.      A review of activities with respect to performances under the Agreement  during the year preceding the last certification date of the Agreement has  been made under my supervision and to the best of my knowledge, based on such review, no default exists as of the above date in the fulfillment of any obligations under the Agreement other than the events of default, if any, which I am listing below with the nature and status thereof.  EVENTS OF DEFAULT (if any):                       NAME OF SERVICING INSTITUTION:   COUNTRYWIDE HOME LOANS, INC.  NAME OF AUTHORIZED OFFICER:             ______Joseph M. Candelano________  SIGNATURE OF SAME OFFICER:              ________/s/__________________________  TITLE OF SAME OFFICER:                  _______First Vice President___________  DATE OF SIGNATURE:                      ________1-11-06________________________   CERTIFICATION COVERS PERIOD             FROM: January 01, 2005 TO:     January 01, 2006 Serv #: 529      EX-99 4 certformgmac3.txt 99.1                                  Exhibit 99.1b  ANNUAL CERTIFICATION FOR  HOME MORTGAGE PURCHASE PROGRAM  PURSUANT TO THE SALE, SERVICING AND ADMINISTRATION AGREEMENT  PROGRAM NAME: CITIGROUP MORTGAGE LOAN TRUST INC. - SERIES 2005-3  In accordance with the above referenced Agreement, I, the undersigned, hereby  certify as to each Mortgage Loan being serviced by the below named institution  that as of the preceding Anniversary Date of the Agreement:  1.      I am an "Officer" as defined in the above referenced Agreement, and am  empowered and authorized to issue this Annual Certification.  2.      All taxes, ground rents and assessments for the Mortgages covered herein have been paid.          3.      All insurance premiums for flood or other casualty insurance;  and FHA premiums or Private Mortgage Insurance premiums on conventional loans have been paid, and all policies as required by the Agreement are in full  force.  Servicer is in full compliance with the Private Mortgage Insurance  automatic termination provisions of the Homeowners Protection Act of 1998,  the American Homeownership and Economic Opportunity Act of 2000, and Fannie  Mae servicing guidelines where applicable.  4.      Inspections have been made monthly on all delinquent, foreclosed or otherwise vacant properties, and any other property the Servicer has reason  to believe requires an inspection.  5.      Analysis has been made to ensure sufficient moneys are being collected  in escrow for the current year.  6. All information returns have been provided to the Internal Revenue Service  as required on activity relating to the relevant Mortgage Loans.  7. If Servicer originates mortgage loans for delivery to investor under the  referenced Agreement or services mortgage loans under the referenced Agreement  that are registered with MERS, the Servicer has remained a member of MERS in  good standing during this Annual Certification period.  8. There is no outstanding or threatened litigation regarding predatory lending  practices pertaining to any loans serviced under this Program.   I further certify:  A.      To the best of my knowledge and upon reasonable investigation, the  servicing of the Mortgage Loans during the year preceding the last  certification date of the Agreement has been conducted in compliance with the  Agreement except for such exceptions as I am setting forth below.  EXCEPTIONS (if any):     B.      A review of activities with respect to performances under the Agreement  during the year preceding the last certification date of the Agreement has been made under my supervision and to the best of my knowledge, based on such  review, no default exists as of the above date in the fulfillment of any obligations under the Agreement other than the events of default, if any, which I am listing below with the nature and status thereof.  EVENTS OF DEFAULT (if any):                       NAME OF SERVICING INSTITUTION:   GMAC MORTGAGE CORPORATION  NAME OF AUTHORIZED OFFICER:             ______Michael Kacergis________  SIGNATURE OF SAME OFFICER:              ________/s/__________________________  TITLE OF SAME OFFICER:                  Manager / Operations Risk Management_  DATE OF SIGNATURE:                      ________03-15-06______________________   CERTIFICATION COVERS PERIOD             FROM: January 01, 2005 TO:     January 01, 2006 Serv #: 174      EX-99 5 certformnationalcity3.txt 99.1                          Exhibit 99.1c  ANNUAL CERTIFICATION FOR  HOME MORTGAGE PURCHASE PROGRAM  PURSUANT TO THE SALE, SERVICING AND ADMINISTRATION AGREEMENT  PROGRAM NAME: CITIGROUP MORTGAGE LOAN TRUST INC. - SERIES 2005-3  In accordance with the above referenced Agreement, I, the undersigned, hereby certify as to each Mortgage Loan being serviced by the below named institution that as of the preceding Anniversary Date of the Agreement:  1.      I am an "Officer" as defined in the above referenced Agreement, and am empowered and authorized to issue this Annual Certification.  2.      All taxes, ground rents and assessments for the Mortgages covered  herein have been paid.          3.      All insurance premiums for flood or other casualty insurance;  and FHA premiums or Private Mortgage Insurance premiums on conventional loans  have been paid, and all policies as required by the Agreement are in full  force.  Servicer is in full compliance with the Private Mortgage Insurance  automatic termination provisions of the Homeowners Protection Act of 1998,  the American Homeownership and Economic Opportunity Act of 2000, and Fannie  Mae servicing guidelines where applicable.  4.      Inspections have been made monthly on all delinquent, foreclosed or  otherwise vacant properties, and any other property the Servicer has reason  to believe requires an inspection.  5.      Analysis has been made to ensure sufficient moneys are being collected  in escrow for the current year.  6. All information returns have been provided to the Internal Revenue Service  as required on activity relating to the relevant Mortgage Loans.  7. If Servicer originates mortgage loans for delivery to investor under the  referenced Agreement or services mortgage loans under the referenced Agreement  that are registered with MERS, the Servicer has remained a member of MERS in  good standing during this Annual Certification period.  8. There is no outstanding or threatened litigation regarding predatory lending  practices pertaining to any loans serviced under this Program.   I further certify:  A.      To the best of my knowledge and upon reasonable investigation, the servicing of the Mortgage Loans during the year preceding the last  certification date of the Agreement has been conducted in compliance with  the Agreement except for such exceptions as I am setting forth below.  EXCEPTIONS (if any):     B.      A review of activities with respect to performances under the  Agreement during the year preceding the last certification date of the  Agreement has been made under my supervision and to the best of my knowledge,  based on such review, no default exists as of the above date in the fulfillment of any obligations under the Agreement other than the events of default, if any, which I am listing below with the nature and status thereof.  EVENTS OF DEFAULT (if any):                       NAME OF SERVICING INSTITUTION:   NATIONAL CITY MORTGAGE COMPANY  NAME OF AUTHORIZED OFFICER:             ______T. Jackson Case, Jr.__  SIGNATURE OF SAME OFFICER:              ________/s/__________________  TITLE OF SAME OFFICER:                  __Executive V P  DATE OF SIGNATURE:                      ________March 2, 2006___   CERTIFICATION COVERS PERIOD             FROM: January 01, 2005 TO:     January 01, 2006 Serv #: 2071      EX-99 6 certformwellsfargo3.txt 99.1                                  Exhibit 99.1d  ANNUAL CERTIFICATION FOR  HOME MORTGAGE PURCHASE PROGRAM  PURSUANT TO THE SALE, SERVICING AND ADMINISTRATION AGREEMENT  PROGRAM NAME: CITIGROUP MORTGAGE LOAN TRUST INC. - SERIES 2005-3  In accordance with the above referenced Agreement, I, the undersigned, hereby certify as to each Mortgage Loan being serviced by the below named institution  that as of the preceding certification date:  1.      I am an "Officer" as defined in the above referenced Agreement, and am empowered and authorized to issue this Annual Certification.  2.      All taxes, ground rents and assessments for the Mortgages covered herein have been paid.          3.      All insurance premiums for flood or other casualty insurance; and FHA premiums or Private Mortgage Insurance premiums on conventional loans have been paid, and all policies as required by the Agreement are in full force.  Servicer is in full compliance with the Private Mortgage Insurance  automatic termination provisions of the Homeowners Protection Act of 1998, the American Homeownership and Economic Opportunity Act of 2000, and Fannie  Mae servicing guidelines where applicable.  4.      Inspections have been made monthly on all delinquent, foreclosed or  otherwise vacant properties, and any other property the Servicer has reason  to believe requires an inspection.  5.      Analysis has been made to ensure sufficient moneys are being collected  in escrow for the current year.  6. All information returns have been provided to the Internal Revenue Service  as required on activity relating to the relevant Mortgage Loans.  7. If Servicer originates mortgage loans for delivery to investor under the  referenced Agreement or services mortgage loans under the referenced Agreement  that are registered with MERS, the Servicer has remained a member of MERS in good standing during this Annual Certification period.  8. There is no outstanding or threatened litigation regarding predatory lending  practices pertaining to any loans serviced under this Program.   I further certify:  A.      To the best of my knowledge and upon reasonable investigation, the  servicing of the Mortgage Loans during the year preceding the last  certification date of the Agreement has been conducted in compliance with  the Agreement except for such exceptions as I am setting forth below.  EXCEPTIONS (if any):     B.      A review of activities with respect to performances under the  Agreement during the year preceding the last certification date of the Agreement has been made under my supervision and to the best of my knowledge,  based on such review, no default exists as of the above date in the  fulfillment of any obligations under the Agreement other than the events of  default, if any, which I am listing below with the nature and status thereof.  EVENTS OF DEFAULT (if any):                       NAME OF SERVICING INSTITUTION:   WELLS FARGO BANK, NA  NAME OF AUTHORIZED OFFICER:             ______Connie L. Dunn________  SIGNATURE OF SAME OFFICER:              ________/s/__________________________  TITLE OF SAME OFFICER:                  __Vice President Loan Documentation__  DATE OF SIGNATURE:                      ________1-16-2006___________________   CERTIFICATION COVERS PERIOD             FROM: January 01, 2005 TO:     January 01, 2006 Serv #: 337      EX-99 7 countrywide2005-3exhibit99_2.txt 99.2    [Letterhead of KPMG LLP]                Exhibit 99.2a                              Independent Accountants' Report   The Boards 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                                    [Letterhead of Countrywide Home Loans]                                    Management Assertion   March 3, 2006   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 - --------------------------- Senior Managing Director and Chief Executive Officer, Loan Administration   /s/ Kevin Meyers - --------------------------- Managing Director and Chief Financial Officer, Loan Administration        EX-99 8 gmac2005-3exhibit99_2.txt 99.2  [Letterhead of PRICEWATERHOUSECOOPERS]                  Exhibit 99.2b                              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/ PRICEWATERHOUSE COOPERS LLP   March 21, 2006     [Letterhead of GMAC Mortgage]                                                                Exhibit 1                             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 - --------------------------- Chief Operating Officer GMAC Residential Holding Corp   /s/ Dave Bricker - --------------------------- Chief Financial Officer GMAC Residential Holding Corp   /s/ Tony Renzi - --------------------------- Executive Vice President, National Servicing Administration GMAC Residential Holding Corp      EX-99 9 nationalcity05-3exhibit99_2.txt 99.2     [Letterhead of ERNST & YOUNG]           Exhibit 99.2c                            Report on Management's Assertion on Compliance with the Specified Minimum Servicing Standards Set Forth in the Uniform Single  Attestation Program for Mortgage Bankers                            Report of Independent Accountants   Board of Directors National City Mortgage Co.  We have examined management's assertion, included in the accompanying report titled Report of Management, that National City Mortgage Co. (NCM)  complied with the minimum servicing standards identified in Exhibit A to the Report of Management (the specific minimum servicing standards) as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation  Program for Mortgage Bankers during the year ended December 31, 2005.  Management is responsible for NCM's compliance with the specified minimum servicing standards. Our responsibility is to express an opinion on management's assertions about NCM's compliance based on our examination.  Our examination was made in accordance with attestation standards established by the Public Company Accounting Oversight Board (United States)  and, accordingly, included examining, on a test basis, evidence about NCM's compliance with the specified minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe  that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on NCM's compliance with  specified minimum servicing standards.  In our opinion, management's assertion that NCM complied with the aforementioned specified minimum servicing standards during the year ended December 31, 2005, is fairly stated, in all material respects.                                            /s/ Ernst & Young LLP   March 1, 2006          [Letterhead of National City Mortgage Co.]                  Management's Assertion on Compliance with the Specified Minimum         Servicing Standards Set Forth in the Uniform Single Attest for Mortgage  Bankers                           Report of Management   We, as members of management of National City Mortgage Co. (NCM) 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 NCM'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, NCM complied, in all material respects, with the specified minimum servicing standards set forth in  the USAP.  As of December 31, 2005 and for the year then ended, NCM had in effect a  fidelity bond policy in the amount of $200 million and an errors and omissions  policy in the amount of $250 million.    /s/ Steven M. Scheid - --------------------------- Senior Vice President   /s/ T. Jackson Case, Jr. - --------------------------- Executive Vice President   March 1, 2006     EX-99 10 wellsfargo2005-3exhibit99_2.txt 99.2  [Letterhead of KPMG LLP]                        Exhibit 99.2d                              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       [Letterhead of Wells Fargo Home Mortgage]    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 - --------------------------- 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 - --------------------------- 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 - --------------------------- Executive Vice President, Servicing & Post Closing Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.   /s/ Cara K. Heiden - --------------------------- Division President, Nat'l Consumer & Institutional Lending Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.      -----END PRIVACY-ENHANCED MESSAGE-----