e10vkza

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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JblIPiAgG/qzCcajt7dwvfAWfSq+taZC6EBixAam4o/xhPRtPf7rDbyD4dz4ZVq1 nEIKWS+WWF9J1wesIRvtgw== 0000950149-06-000314.txt : 20060601 0000950149-06-000314.hdr.sgml : 20060601 20060531190057 ACCESSION NUMBER: 0000950149-06-000314 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 21 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060601 DATE AS OF CHANGE: 20060531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sequoia Mortgage Trust 2005-3 CENTRAL INDEX KEY: 0001325318 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-118832-08 FILM NUMBER: 06878132 BUSINESS ADDRESS: STREET 1: 591 REDWOOD HWY STREET 2: SUITE 3160 CITY: MILL VALLEY STATE: CA ZIP: 94941 BUSINESS PHONE: 4153897373 MAIL ADDRESS: STREET 1: 591 REDWOOD HWY STREET 2: SUITE 3160 CITY: MILL VALLEY STATE: CA ZIP: 94941 10-K/A 1 f20181a1e10vkza.htm AMENDMENT TO FORM 10-K e10vkza

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2005 OR


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

For the transition period from to .

Commission File Number: 333-118832-08

SEQUOIA RESIDENTIAL FUNDING, INC. (as Depositor under the Pooling and Servicing Agreement, dated April 1, 2005, providing for the issuance of the Sequoia Mortgage Trust 2005-3, Mortgage Pass-Through Certificates)

SEQUOIA RESIDENTIAL FUNDING, INC.

(Exact Name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		35-2170972 (I.R.S. employer identification no.)


One Belvedere Place
Suite 330
Mill Valley, CA		94941
(Address of principal executive offices)		(Zip code)

(415) 389-7373
(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:		Securities registered pursuant to Section 12(g) of the Act:


None (Title of class)		None (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o or No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o or No þ

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 þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. þ

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes o No þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer”in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o or No þ

State the aggregate market value of the voting and non-voting common equity held by non-affiliates of Registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of the last business day of the Registrant’s most recently completed second fiscal quarter:

Not Applicable

Documents incorporated by reference:

Not Applicable

SEQUOIA RESIDENTIAL FUNDING, INC.
SEQUOIA MORTGAGE TRUST 2005-3, MORTGAGE PASS-THROUGH CERTIFICATES

INDEX


		Page
PART I			3
	ITEM 1 - BUSINESS		3
	ITEM 1A - RISK FACTORS		3
	ITEM 1B - UNRESOLVED STAFF COMMENTS		3
	ITEM 2 - PROPERTIES		3
	ITEM 3 - LEGAL PROCEEDINGS		3
	ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		3

PART II			3
	ITEM 5 - MARKET FOR REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		3
	ITEM 6 - SELECTED FINANCIAL DATA		3
	ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		3
	ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		3
	ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		4
	ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		4
	ITEM 9A - CONTROLS AND PROCEDURES		4
	ITEM 9B - OTHER INFORMATION		4

PART III			4
	ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT		4
	ITEM 11 - EXECUTIVE COMPENSATION		4
	ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		4
	ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		5
	ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES		5

PART IV			5
	ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K		5

SIGNATURES			9

CERTIFICATION			10

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			11

INDEX TO EXHIBITS			11
EXHIBIT 31.1
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3
EXHIBIT 99.4
EXHIBIT 99.5
EXHIBIT 99.6
EXHIBIT 99.7
EXHIBIT 99.8
EXHIBIT 99.9
EXHIBIT 99.10
EXHIBIT 99.11
EXHIBIT 99.12
EXHIBIT 99.13
EXHIBIT 99.14

PART I

ITEM 1 — BUSINESS

Not Applicable.

ITEM 1A — RISK FACTORS

Not Applicable.

ITEM 1B — UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2 — PROPERTIES

Sequoia Residential Funding, Inc. (the “Depositor”) will furnish information regarding the Mortgaged Properties by reference to the Annual Compliance Certificates to be filed herein under Item 15.

ITEM 3 — LEGAL PROCEEDINGS

The Depositor is not aware of any material pending legal proceedings involving either the Mortgage Pass-Through Certificates, the Sequoia Mortgage 2005-3 Trust (the “Trust); the Pooling and Servicing Agreement; the Trustee; the Depositor; the Seller; the Master Servicer or the Servicers which relates to the Trust.

ITEM 4 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter has been submitted to a vote of the holders of beneficial interests in the Trust through the solicitation of proxies or otherwise.

PART II

ITEM 5 — MARKET FOR REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

To the best knowledge of the Depositor, there is no established public trading market for the Certificates.

The Certificates issued by the Trust are held by the Depository Trust Company (“DTC”) which in turn maintains records of holders of beneficial interests in the Certificates. Based on information obtained by the Trust from DTC, as of December 31, 2005, there were eleven (11) holders of the Class A-1 Certificates, one (1) holder of the Class X-A Certificates, one (1) holder of the Class X-B Certificates, one (1) holder of the Class B-1 Certificates, one (1) holder of the Class B-2 Certificates, and one (1) holder of the Class B-3 Certificates.

ITEM 6 — SELECTED FINANCIAL DATA

Not Applicable.

ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Not Applicable.

ITEM 7A — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION

Not Applicable.

ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no changes of accountants or disagreements on accounting or financial disclosures between the Depositor and its accountants.

ITEM 9A — CONTROLS AND PROCEDURES

Not Applicable.

ITEM 9B — OTHER INFORMATION

Not Applicable.

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

The Depositor is a Delaware corporation and indirect wholly-owned subsidiary of Redwood Trust, Inc. The Trust is a grantor trust established under the Pooling and Servicing Agreement.

The following table sets forth (i) the identification of each entity owning more than 5% of the outstanding principal amount of each class of the Pass-Through Certificates; (ii) the principal amount of each class of the Pass-Through Certificates owned by each and (iii) the percent that the principal amount of each class of the Pass-Through Certificates owned by such entity represents of the outstanding principal amount of such class of Pass-Through Certificates. The information set forth in the table for the Certificates is based upon information obtained by the Trust from DTC and represents ownership of beneficial interest in the Certificates held by DTC. The Depositor is not aware of any Schedules 13D or 13G filed with the Securities and Exchange Commission in respect of the Certificates.

Class A-1


Identification	Principal Amount Owned		Percentage of Outstanding Amount
BANK OF NY	$	92,235,000		26.38	%
JPMCBNA	$	62,175,000		17.78	%
SSB-BK PFL	$	143,692,000		41.09	%
SG AMERICA	$	25,000,000		7.15	%

Class X-A


Identification	Principal Amount Owned		Percentage of Outstanding Amount
MERIL	$	349,687,000		100.00	%

Class X-B


Identification	Principal Amount Owned		Percentage of Outstanding Amount
CITIBANK	$	9,495,000		100.00	%

Class B-1


Identification	Principal Amount Owned		Percentage of Outstanding Amount
BANC OF AM	$	6,208,000		100.00	%

Class B-2


Identification	Principal Amount Owned		Percentage of Outstanding Amount
MELLON TR	$	3,287,000		100.00	%

Class B-3


Identification	Principal Amount Owned		Percentage of Outstanding Amount
LASALLE BK	$	2,374,000		100.00	%

ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 14 — PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not Applicable.

PART IV

ITEM 15 — EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)

The following documents are filed as part of this report:

	1.		Financial Statements:

			Not applicable.

	2.		Financial Statement Schedules:

			Not applicable.

Exhibits:


		Exhibit No.				Description
		31.1				Sarbanes-Oxley Certification.

		99.1				Statement of Compliance of the Servicer pursuant to Section 7.04(a) of The Master Servicing Agreement between RWT Holdings, Inc. (“RWT”) and Morgan Stanley Credit Corporation (formerly known as Morgan Stanley Dean Witter Credit Corporation), dated August 1, 2002, as modified by the related Acknowledgements (the “RWT/Morgan Servicing Agreement”).

		99.2				Report of Independent Registered Public Accounting Firm pursuant to Section 7.04(b) of the RWT/Morgan Servicing Agreement.

		99.3				Statement of Compliance of the Servicer pursuant to Section 6.04 of The Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of August 1, 2002, between RWT and GreenPoint Mortgage Funding, Inc., as modified by the related Acknowledgements (the “RWT/GreenPoint Servicing Agreement”).

		99.4				Report of Independent Account pursuant to Section 6.05 of the RWT/GreenPoint Servicing Agreement.

		99.5				Statement of Compliance of the Servicer pursuant to Section 7.04 of The Mortgage Loan Flow Purchase, Sale & Servicing Agreement among RWT, PHH Mortgage Corporation (formerly Cendant Mortgage Corporation) (“PHH”) and Bishop’s Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust), as Sellers, and PHH, as Servicer, dated August 1, 2002, as modified by the related Acknowledgements (the “RWT/PHH Servicing Agreement”).

		99.6				Report of Independent Registered Public Accounting Firm pursuant to Section 7.05 of the RWT/PHH Servicing Agreement.

		99.7				Statement of Compliance of the Servicer pursuant to Section 11.20 of the Flow Mortgage Loan Sale and Servicing Agreement, dated as of April 1, 2003, between RWT and Bank of America, N.A., as modified by the related Acknowledgements (the “RWT/Bank of America Servicing Agreement”).

		99.8				Report of Independent Accountant pursuant to Section 11.21 of the RWT/Bank of America Servicing Agreement.

		99.9				Statement of Compliance of the Servicer pursuant to Section 6.04 of the Loan Servicing Agreement, dated as of February 1, 2004 between RWT and GMAC Mortgage Corporation, as modified by the related Acknowledgements (the “RWT/GMAC Servicing Agreement”).

		99.10				Report of Independent Accountant pursuant to Section 6.05 of the RWT/GMAC Servicing Agreement.

		99.11				Statement of Compliance of the Servicer pursuant to Section 3.14(a) of the Standard Terms and Provisions of Sale and Servicing Agreement, dated as of June 1, 2004, between RWT and Residential Funding Corporation, as modified by the related Acknowledgements (the “RWT/RFC Servicing Agreement”).


Exhibit No.				Description
99.12				Report of Independent Accountant pursuant to Section 3.14(b) of the RWT/RFC Servicing Agreement.

99.13				Statement of Compliance of the Servicer pursuant to Section 6.04 of the Master Seller’s Warranties and Servicing Agreement, dated as of September 1, 2003, between Banc of America Mortgage Capital Corporation and National City Mortgage Co., as modified by the amendments thereto and the Master Assignment Assumption and Recognition Agreement and as modified by the related Acknowledgements (the “National City Servicing Agreement”).

99.14				Report of Independent Accountant pursuant to Section 6.05 of the National City Servicing Agreement.

(b)

Reports on Form 8-K field during the last quarter of the period covered by this report.


DATE OF REPORTS ON FORM 8-K		ITEMS REPORTED/FINANCIAL STATEMENTS FILED
April 19, 2005		Report filing Collateral Term Sheet

April 28, 2005		Report filing Computational Materials

May 11, 2005		Report filing the Pooling and Servicing Agreement and the Tax Opinion

June 8, 2005		Trustee’s Monthly Report for the May Distribution to Certificateholders

July 11, 2005		Trustee’s Monthly Report for the June Distribution to Certificateholders

August 8, 2005		Trustee’s Monthly Report for the July Distribution to Certificateholders

September 6, 2005		Trustee’s Monthly Report for the August Distribution to Certificateholders

October 10, 2005		Trustee’s Monthly Report for the September Distribution to Certificateholders

November 14, 2005		Trustee’s Monthly Report for the October Distribution to Certificateholders

December 12, 2005		Trustee’s Monthly Report for the November Distribution to Certificateholders

December 27, 2005		Trustee’s Monthly Report for the December 20, 2005 Distribution to Certificateholders

February 10, 2006		Trustee’s Monthly Report for the January Distribution to Certificateholders

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Depositor has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 31, 2006

CERTIFICATION

I, Harold F. Zagunis, Chief Financial Officer and Secretary of Sequoia Residential Funding, Inc., a Delaware corporation, hereby certify that:

1. I have reviewed this annual report on Form 10-K/A, and all reports on Form 8-K containing distribution or servicing reports filed in respect of the Certificates for periods included in the year covered by this annual report, of Sequoia Residential Funding, Inc.;

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 servicers under the pooling and servicing agreement, for inclusion in these reports is included in these reports;

4. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing agreement, and except as disclosed in the reports, the servicers have fulfilled their obligations in all material respects under the servicing agreements; and

5. The reports disclose all significant deficiencies relating to the servicers’ 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 Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing 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: Morgan Stanley Credit Corporation (formerly known as Morgan Stanley Dean Witter Credit Corporation), as Servicer, GreenPoint Mortgage Funding, Inc., as Servicer, PHH Mortgage Corporation (formerly Cendant Mortgage Corporation), as Servicer, Bank of America, N.A., as Servicer, GMAC Mortgage Corporation, as Servicer, Residential Funding Corporation, as Servicer, and National City Mortgage Co., as Servicer.

Date: May 31, 2006


/s/ Harold F. Zagunis Signature
Name: Harold F. Zagunis
Title: Chief Financial Officer and Secretary

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.

No annual report, proxy statement, proxy materials or otherwise were sent to Certificateholders.

INDEX TO EXHIBITS

Item 15(C)


Exhibit No.		Description
31.1		Sarbanes-Oxley Certification.

99.1		Statement of Compliance of the Servicer pursuant to Section 7.04(a) of The Master Servicing Agreement between RWT Holdings, Inc. (“RWT”) and Morgan Stanley Credit Corporation (formerly known as Morgan Stanley Dean Witter Credit Corporation), dated August 1, 2002, as modified by the related Acknowledgements (the “RWT/Morgan Servicing Agreement”).

99.2		Report of Independent Registered Public Accounting Firm pursuant to Section 7.04(b) of the RWT/Morgan Servicing Agreement.

99.3		Statement of Compliance of the Servicer pursuant to Section 6.04 of The Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of August 1, 2002, between RWT and GreenPoint Mortgage Funding, Inc., as modified by the related Acknowledgements (the “RWT/GreenPoint Servicing Agreement”).

99.4		Report of Independent Account pursuant to Section 6.05 of RWT/GreenPoint Servicing Agreement.

99.5		Statement of Compliance of the Servicer pursuant to Section 7.04 of The Mortgage Loan Flow Purchase, Sale & Servicing Agreement among RWT, PHH Mortgage Corporation (formerly Cendant Mortgage Corporation) (“PHH”) and Bishop’s Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust), as Sellers, and PHH, as Servicer, dated August 1, 2002, as modified by the related Acknowledgements (the “RWT/PHH Servicing Agreement”).

99.6		Report of Independent Registered Public Accounting Firm pursuant to Section 7.05 of the RWT/PHH Servicing Agreement.

99.7		Statement of Compliance of the Servicer pursuant to Section 11.20 of the Flow Mortgage Loan Sale and Servicing Agreement, dated as of April 1, 2003, between RWT and Bank of America, N.A., as modified by the related Acknowledgements (the “RWT/Bank of America Servicing Agreement”).

99.8		Report of Independent Accountant pursuant to Section 11.21 of the RWT/Bank of America Servicing Agreement.

99.9		Statement of Compliance of the Servicer pursuant to Section 6.04 of the Loan Servicing Agreement, dated as of February 1, 2004, between RWT and GMAC Mortgage Corporation, as modified by the related Acknowledgements (the “RWT/GMAC Servicing Agreement”).


Exhibit No.		Description
99.10		Report of Independent Accountant pursuant to Section 6.05 of the RWT/GMAC Servicing Agreement.

99.11		Statement of Compliance of the Servicer pursuant to Section 3.14(a) of the Standard Terms and Provisions of Sale and Servicing Agreement, dated as of June 1, 2004, between RWT and Residential Funding Corporation, as modified by the related Acknowledgements (the “RWT/RFC Servicing Agreement”).

99.12		Report of Independent Accountant pursuant to Section 3.14(b) of the RWT/RFC Servicing Agreement.

99.13		Statement of Compliance of the Servicer pursuant to Section 6.04 of the Master Seller’s Warranties and Servicing Agreement, dated as of September 1, 2003, between Banc of America Mortgage Capital Corporation and National City Mortgage Co., as modified by the amendments thereto and the Master Assignment Assumption and Recognition Agreement and as modified by the related Acknowledgements (the “National City Servicing Agreement”).

99.14		Report of Independent Accountant pursuant to Section 6.05 of the National City Servicing Agreement.

EX-31.1 2 f20181a1exv31w1.htm EXHIBIT 31.1 exv31w1

EXHIBIT 31.1

CERTIFICATION

I, Harold F. Zagunis, Chief Financial Officer and Secretary of Sequoia Residential Funding, Inc., a Delaware corporation, hereby certify that:

Date: May 31, 2006


/s/ Harold F. Zagunis Signature
Name: Harold F. Zagunis
Title: Chief Financial Officer and Secretary

EX-99.1 3 f20181a1exv99w1.htm EXHIBIT 99.1 exv99w1

Exhibit 99.1

MORGAN STANLEY
CREDIT CORPORATION

Kevin Farley
Assistant Vice President

Officer’s Certificate

Pursuant to the Servicing Agreement between Morgan Stanley Credit Corporation, formerly known as Morgan Stanley Dean Witter Credit Corporation, as seller and servicer (referred to herein in such capacity as the “Servicer”), and Sequoia Mortgage Trust 6, 7, 8, 9, 10, 11, 12; 2003-1, 2, 3, 4, 5, 6, 7, 8; 2004-1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12; 2005-1, 2, 3, 4, the undersigned, hereby states that:

(1) A review of the activities of the Servicer and of its performance under the Servicing Agreement during the calendar year ended December 31, 2005 has been made under my supervision; and

(2) To the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under the Agreement throughout such period.


	MORGAN STANLEY CREDIT CORPORATION
	By /s/ Douglas J. Bush
	Douglas J. Bush
	Title:	Vice President
	Dated as of December 31, 2005



	By /s/ Kevin Norris
	Kevin Norris
	Title:	Senior Vice President
	Dated as of December 31, 2005

2500 Lake Cook Road, Building 13C, Riverwoods, Illinois 60015 Tel (224) 405-2391

EX-99.2 4 f20181a1exv99w2.htm EXHIBIT 99.2 exv99w2

Exhibit 99.2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Morgan Stanley Credit Corporation
Riverwoods, Illinois

We have examined management’s assertion that Morgan Stanley Credit Corporation (the “Company”) has complied as of and for the year ended December 31, 2005, with its established minimum servicing standards described in the accompanying Management’s Assertion dated March 7, 2006 for the consumer loans sold to RWT Holdings, Inc. Management is responsible for the Company’s compliance with those minimum servicing standards. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance based on our examination.

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public Accounting Oversight Board 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, 2005, is fairly stated, in all material respects, based on the criteria set forth in Appendix A.

/s/ DELOITTE & TOUCHE LLP

March 7, 2006
Chicago, Illinois

MORGAN STANLEY
CREDIT CORPORATION

Michael J. Gillespie
Accounting Director

Management’s Assertion

As of and for the year ended December 31, 2005, Morgan Stanley Credit Corporation (the “Company”) has complied, in all material respects, with the Company’s established minimum servicing standards for mortgage loans being serviced as set forth in Appendix A (the “Standards”). The Standards are based on the Mortgage Bankers Association of America’s Uniform Single Attestation Program for Mortgage Bankers.

As of and for this same period, Morgan Stanley had in effect a fidelity bond in excess of $20 million and an errors and omissions policy in the amount of $5 million under which the Company was covered.

/s/ Kevin Rodman
Kevin Rodman
President

/s/ Kevin Norris
Kevin Norris
Vice President Operations

/s/ Mike Gillespie
Mike Gillespie
Chief Financial Officer

March 7, 2006

2500 Lake Cook Road, 1 East, Riverwoods, Illinois 60015 Tel (224) 405-1903

MORGAN STANLEY CREDIT CORPORATION

APPENDIX A

MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF AMERICA’S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS

CUSTODIAL BANK ACCOUNTS

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.

2500 Lake Cook Road, 1 East, Riverwoods, Illinois 60015 Tel (224) 405-1903

MORGAN STANLEY CREDIT CORPORATION

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

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.

MORTGAGOR LOAN ACCOUNTING

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.

2500 Lake Cook Road, 1 East, Riverwoods, Illinois 60015 Tel (224) 405-1903

MORGAN STANLEY CREDIT CORPORATION

	2.		Adjustments on ARM loans shall be computed based on the related mortgage note and any ARM rider.

	3.		Escrow accounts shall be analyzed, in accordance with the mortgagor’s loan documents, on at least an annual basis.

	4.		Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws.

VI.

DELINQUENCIES

Records documenting collection efforts shall be maintained during the period a loan is in default and shall be updated at least monthly. Such records shall describe the entity’s activities in monitoring delinquent loans including, for example, phone calls, letters and mortgage payment rescheduling plans in cases where the delinquency is deemed temporary (e.g., illness or unemployment).

VII.

INSURANCE POLICIES

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.

2500 Lake Cook Road, 1 East, Riverwoods, Illinois 60015 Tel (224) 405-1903

EX-99.3 5 f20181a1exv99w3.htm EXHIBIT 99.3 exv99w3

Exhibit 99.3

[GREENPOINT MORTGAGE] [LOGO]

May 1, 2006

Redwood Trust
Attn: Jessica Huang
1 Belvedere Place, Suite 300
Mill Valley, CA 94941


Re:		Annual Statement of Compliance for the Servicing Agreements listed on Exhibit A hereto (each as “Agreement”) by GreenPoint Mortgage Funding, Inc., as Serivcer

Ladies and Gentlemen:

Pursuant to the Servicing 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 the Servicing Agreement):

1. A review of the activities of the Servicer and its performance under the Servicing 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 Servicing Agreement throughout the applicable period, and there has been no known default in the fulfillment of the Servicer’s material obligations throughout such period, except as follows:

During the year, certain custodial bank account reconciliations were not prepared and reviewed on a timely basis. In addition, there are certain custodial bank accounts that have reconciling items that have not been resolved with 90 calendar days of their original identification. For the month ended December 31, 2005, all custodial bank reconciliations had been completed and reviewed on a timely basis.


	Very truly yours, GREENPOINT MORTGAGE FUNDING, INC., as Servicer
	By /s/ Michael De Francesco
	Name:	Michael De Francesco
	Title:	Senior Vice President Loan Administration

Exhibit 99.3

EXHIBIT A


SEMT2004-12 SEMT2005-1		SEMT2005-2 SEMT2005-3		SEMT2005-4

EX-99.4 6 f20181a1exv99w4.htm EXHIBIT 99.4 exv99w4

Exhibit 99.4

[KPMG LLP] [LOGO]

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, 2005. 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 GreenPoint Mortgage Funding, Inc.’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.

Our examination disclosed the following material noncompliance with servicing standards over custodial bank accounts as of and for the year ended December 31, 2005. Certain custodial bank account reconciliations were not prepared and reviewed on a timely basis. In addition, there are certain custodial bank accounts that have reconciling items that have not been resolved within 90 calendar days of their original identification.

In our opinion, except for the material noncompliance described in the third paragraph, GreenPoint Mortgage Funding, Inc. complied, in all material respects, with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005.

/s/ KPMG LLP

February 21, 2006

Exhibit 99.4

[GREENPOINT MORTGAGE] [LOGO]

Management’s Assertion

February 21, 2006

As of and for the year ended December 31, 2005, GreenPoint Mortgage Funding, Inc. 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 as follows:

•

As of and for the year ended December 31, 2005, GreenPoint Mortgage Funding, Inc. 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/ Steve Abreu		/s/ Dave Petrini

Steve Abreu		Dave Petrini
Chief Executive Officer		Chief Financial Officer


/s/ Becky Poisson

Becky Poisson
Executive Vice President of Technology and Servicing

EX-99.5 7 f20181a1exv99w5.htm EXHIBIT 99.5 exv99w5

EXHIBIT 99.5


PHH Mortgage		4001 Leadenhall Road Mt. Laurel, NJ 08054



February 28, 2006

WELLS FARGO BANK NA
Compliance Department
9062 Old Annapolis Rd.
Columbia, MD 21045-1951


RE:		Annual Statement as to Compliance

Investor number: 179-012 Deal name (if applicable): SEQUOIA 2004-12

Dear Investor, Master Servicer or Trustee,

The undersigned officer certifies the following for PHH Mortgage Corp. f/k/a Cendant Mortage Corp., for the 2005 calendar year. To the best of our knowledge:

	a)		The activities and performances of the Servicer during the preceding Fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Servicer Guide for the deal listed above, and to the best of my knowledge the Servicer has fulfilled all of its duties, responsibilities or obligations under this Agreement throughout such year, or if there has been default or failure of the Servicer to perform any such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to WELLS FARGO BANK NA;

	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 NA;

	f)		All Custodial Accounts have been reconciled and are properly funded; and

	g)		All annual reports of Foreclosure and Abandonment of Mortgaged Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed.

Certified by


/s/ Jack Webb

Jack Webb
Assistant Vice President

Date: February 28, 2006


PHH Mortgage		4001 Leadenhall Road Mt. Laurel, NJ 08054


2/28/06
WELLS FARGO BANK NA

Compliance Department
9062 Old Annapolis Rd.
Columbia, MD 21045-1951

SARBANES-OXLEY CERTIFICATION

I, Martin Foster, certify to WELLS FARGO BANK NA, in connection with PHH Mortgage Investor number, 179,012, Deal name SEQUOIA 2004-12, (the “Agreement”), that I am a duly elected Senior Vice President of PHH Mortgage Corporation, a corporation organized under the laws of the State of New Jersey (the “Servicer”) and farther as Follows:

(i) Based on my knowledge, the information in the Annual Statement of Compliance, and the Annual Independent Public Accountant’s Servicing Report and all servicing report’s, officer certificates and other information relating to the servicing of the Mortgage Loans submitted to the Investor, Master Servicer or Trustee by the Servicer, 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 the Annual Statement of Compliance;

(ii) Based on my knowledge, the servicing Information required to be provided to the Investor, Master Servicer or Trustee by the Servicer under the Agreement has been provided to the Investor, Master Servicer or Trustee;

(iii) I am responsible for reviewing the activities performed by the Servicer under this Agreement and based upon the review required by this Agreement, and except as disclosed in the Annual Statement of Compliance, the Annual Independent Public Accountant’s Servicing Report, or otherwise disclosed in a writing submitted to the Investor, Master Servicer or Trustee, the Servicer has, as of last day of the period covered by the Annual Statement of Compliance, fulfilled its obligations under this Agreement; and

(iv) I have disclosed to the Investor, Master Servicer or Trustee all significant deficiencies relating to the Servicer’s compliance with the minimum servicing standards as determined in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers as set forth in this Agreement.

Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement.


		PHH Mortgage Corporation

		By:		/s/ Martin Foster

				Martin Foster
				Senior Vice President
		Date: 2/28/06


PHH Mortgage		4001 Leadenhall Road Mt. Laurel, NJ 08054



February 28, 2006

WELLS FARGO BANK NA
Compliance Department
9062 Old Annapolis Rd.
Columbia, MD 21045-1951


RE:		Annual Statement as to Compliance

Investor number: 179-013 Deal name (if applicable) SEQUOIA 2005-01

Dear Investor, Master Servicer or Trustee,

The undersigned officer certifies the following for PHH Mortgage Corp. f/k/a Cendant Mortgage Corp., for the 2005 calendar year. To the best of our knowledge:

	a)		The activities and performances of the Servicer during the preceding Fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Servicer Guide for the deal listed above, and to the best of my knowledge the Servicer has fulfilled all of its duties, responsibilities or obligations under this Agreement throughout such year, or if there has been default or failure of the Servicer to perform any such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to WELLS FARGO BANK NA;

	b)		The Servicer is currently an approved FNMA of 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 NA;

	f)		All Custodial Accounts have been reconciled and are properly funded; and

	g)		All annual reports of Foreclosure and Abandonment of Mortgaged Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been, prepared and filed.

Certified by


/s/ Jack Webb

Jack Webb Assistant Vice President

Date: February 28, 2006


PHH Mortgage		4001 Leadenhall Road Mt. Laurel, NJ 08054


2/28/06
WELLS FARGO BANK NA

Compliance Department
9062 Old Annapolis Rd.
Columbia, MD 21045-1951

SARBANES-OXLEY CERTIFICATION

I, Martin Foster, certify to WELLS FARGO BANK NA, in connection with PHH Mortgage Investor number, 179-013, Deal name SEQUOIA 2005-01, (the “Agreement”), that I am a duly elected Senior Vice President of PHH Mortgagee Corporation, a corporation organized under the laws of the State of New Jersey (the “Servicer”) and further as follows:

(i) Based on my knowledge, the information in the Annual Statement of Compliance, and the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Investor, Master Servicer or Trustee by the Servicer, 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 the Annual Statement of Compliance;

(ii) Based on my knowledge, the servicing information required to be provided to the Investor, Master Servicer or Trustee by the Servicer under the Agreement has been provided to the Investor, Master Servicer or Trustee;

Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement.


		PHH Mortgage Corporation

		By:		/s/ Martin Foster

				Martin Foster
				Senior Vice President
		Date: 2/28/06


PHH Mortgage		4001 Leadenhall Road Mt. Laurel, NJ 08054



February 28, 2006

WELLS FARGO BANK NA
Compliance Department
9062 Old Annapolis Rd.
Columbia, MD 21045-1951


RE:		Annual Statement as to Compliance

Investor number: 179-014 Deal name (if applicable): SEQUOIA 2005-02

Dear Investor, Master Servicer or Trustee,

The undersigned officer certifies the following for PHH Mortgage Corp. f/k/a Cendant Mortgage Corp., for the 2005 calendar year. To the best of our knowledge:

	a)		The activities and performances of the Servicer during the preceding Fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Servicer Guide for the deal listed above, and to the best of my knowledge the Servicer has fulfilled all of its duties, responsibilities or obligations under this Agreement throughout such year, or if there has been default or failure of the Servicer to perform any such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to WELLS FARGO BANK NA;

	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 NA;

	f)		All Custodial Accounts have been reconciled and are properly funded; and

	g)		All annual reports of Foreclosure and Abandonment of Mortgaged Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed.


Certified by

/s/ Jack Webb

Jack Webb Assistant Vice President

Date: February 28, 2006


PHH Mortgage		4001 Leadenhall Road
		Mt. Laurel, NJ 08054

2/28/06

WELLS FARGO BANK NA
Compliance Department
9062 Old Annapolis Rd.
Columbia, MD 21045-1951

SARBANES-OXLEY CERTIFICATION

I, Martin Foster, certify to WELLS FARGO BANK NA, in connection with PHH Mortgage Investor number, 179-014, Deal name SEQUIA 2005-02, (the “ Agreement”), that I am a duly elected Senior Vice President of PHH Mortgage Corporation, a corporation organized under the laws of the State of New Jersey (the “Servicer”) and further as Follows:

(i) Based on my knowledge, the information in the Annual Statement of Compliance, and the Annual Independent Public Accountant’ s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Investor, Master Servicer or Trustee by the Servicer, 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 the Annual Statement of Compliance;

Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement.


		PHH Mortgage Corporation

		By:		/s/ Martin Foster

				Martin Foster
				Senior Vice President
		Date: 2/28/06


PHH Mortgage		4001 Leadenhall Road
		Mt. Laurel, NJ 08054

February 28, 2006

WELLS FARGO BANK NA
Compliance Department
9062 Old Annapolis Rd.
Columbia, MD 21045-1951

RE: Annual Statement as to Compliance

Investor number: 179-015 Deal name (if applicable): SEQUOIA 2005-03

Dear Investor, Master Servicer or Trustee,

The undersigned officer certifies the following for PHH Mortgage Corp. f/k/a Cendant Mortgage Corp., for the 2005 calendar year. To the best of our knowledge:

	a)		The activities and performances of the Servicer during the preceding Fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Servicer Guide for the deal listed above, and to the best of my knowledge the Servicer has fulfilled all of its duties, responsibilities or obligations under this Agreement throughout such year, or if there has been default or failure of the Servicer to perform any such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to WELLS FARGO BANK NA;

	b)		The Servicer is currently an approved FNMA of 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 arc 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 NA;

	f)		All Custodial Accounts have been reconciled and are properly funded; and

	g)		All annual reports of Foreclosure and Abandonment of Mortgaged Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed.

Certified by

/s/ Jack Webb

Jack Webb
Assistant Vice President

Date: February 28, 2006


PHH Mortgage		4001 Leadenhall Road
		Mt. Laurel, NJ 08054

2/28/06

WELLS FARGO BANK NA
Compliance Department
9062 Old Annapolis Rd.
Columbia, MD 21045-1951

SARBANES-OXLEY CERTIFICATION

I, Martin Foster, certify to WELLS FARGO BANK NA, in connection with PHH Mortgage Investor number, 179-015, Deal name SEQUOIA 2005-03, (the “Agreement”), that I am a duly elected Senior Vice President of PHH Mortgage Corporation, a corporation organized under the laws of the State of New Jersey (the “Servicer”) and further as follows:

(i) Based on my knowledge, the information in the Annual Statement of Compliance, and the Annual Independent Public Accountant’s Servicing Report and all servicing Reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Investor, Master Services or Trustee by the Servicer, 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 the Annual Statement of Compliance;

(ii) Based on my knowledge, the servicing information required to be provided to the Investor, Master Servicer or Trustee fay the Servicer under the Agreement has been provided to the Investor, Master Servicer or Trustee;

Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement.


		PHH Mortgage Corporation

		By:		/s/ Martin Foster

				Martin Foster
				Senior Vice President
		Date: 2/28/06


PHH Mortgage		4001 Leadenhall Road
		Mt. Laurel, NJ 08054


February 28, 2006

WELLS FARGO BANK NA
Compliance Department
9062 Old Annapolis Rd.
Columbia, MD 21045-1951

RE: Annual Statement as to Compliance

Investor number: 179-016 Deal name (if applicable): SEQUOIA 2005-04

Dear Investor, Master Servicer or Trustee,

The undersigned officer certifies the following for PHH Mortgage Corp. f/k/a Cendant Mortgage Corp., for the 2005 calendar year. To the best of our knowledge:

a)		The activities and performances of the Servicer during the preceding Fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Servicer Guide for the deal listed above, and to the best of my knowledge the Servicer has fulfilled all of its duties, responsibilities or obligations under this Agreement throughout such year, or if there has been default or failure of the Servicer to perform any such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to WELLS FARGO BANK NA;

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 hove been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to WELLS FARGO BANK NA;

f)		All Custodial Accounts have been reconciled and are properly funded; and

g)		All annual reports of Foreclosure and Abandonment of Mortgaged Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed.


Certified by

/s/ Jack Webb
Jack Webb
Assistant Vice President

Date: February 28,2006

Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement.


	PHH Mortgage Corporation
	By:	/s/ Martin Foster
		Martin Foster
		Senior Vice President Date: 2/28/06
	Date: 2/28/06


PHH Mortgage		4001 Leadenhall Road
		Mr. Laurel, NJ 08054


2/28/06

WELLS FARGO BANK NA
Compliance Department
9062 Old Annapolis Rd.
Columbia, MD 21045-1951

SARBANES-OXLEY CERTIFICATION

I, Martin Foster, certify to WELLS FARGO BANK NA, in connection with PHH Mortgage Investor number, 179 016, Deal name SEQUOIA 2005-04, (the “Agreement”), that I am a duly elected Senior Vice President of PHH Mortgage Corporation, a corporation organized under the laws of the State of New Jersey (the “Servicer”) and further as follows:

Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement.


	PHH Mortgage Corporation
	By:	/s/ Martin Foster
		Martin Foster
		Senior Vice President
	Date: 2/28/06

EX-99.6 8 f20181a1exv99w6.htm EXHIBIT 99.6 exv99w6

Exhibit 99.6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To: PHH Mortgage Corporation:

We have examined PHH Mortgage Corporation’s (the “Company”) compliance with its established minimum servicing standards described in the accompanying Management’s Assertion, dated February 28, 2006, as of and for the year ended December 31, 2005. Management is responsible for compliance with those minimum servicing standards. Our responsibility is to express an opinion on the Company’s compliance based on our examination.

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants as adopted by the Public Accounting Oversight Board and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with its minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with its minimum servicing standards.

Our examination disclosed the following instance of material noncompliance with the reconciliation of custodial bank accounts applicable to the Company during the year ended December 31, 2005. The Company did not comply with the requirement to prepare custodial bank account reconciliations within 45 calendar days after the cutoff date and the requirement to resolve reconciling items within 90 calendar days of their original identification as specified by their minimum servicing standards.

In our opinion, except for the material noncompliance described in the preceding paragraph, the Company complied, in all material respects, with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005, as set forth in Appendix I.

/s/ DELOITTE & TOUCHE LLP

Princeton, NJ

February 28, 2006

Exhibit 99.6

APPENDIX I

PHH MORTGAGE CORPORATION — MINIMUM SERVICING STANDARDS

CUSTODIAL BANK ACCOUNTS

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.

Exhibit 99.6

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

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.

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.)

Exhibit 99.6

VI.

DELINQUENCIES

VII.

INSURANCE POLICIES

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.

Exhibit 99.6

PHH MORTGAGE
3000 Leadenhall Road
Mt. Laurel, NJ 08054

February 28, 2006

As of and for the year ended December 31, 2005, PHH Mortgage Corporation (the “Company”) has complied, in all material respects, with the minimum servicing standards set forth in the Mortgage Bankers Association of America’s Uniform Single Attestation Program for Mortgage Bankers, except for as discussed below.

The Company completed all custodial bank account reconciliations within 60 days of the cutoff date, however did not complete all reconciliations within 45 days of the cutoff as specified by the minimum servicing standards. As such, the Company has determined that it was materially non-compliant with the requirement to prepare custodial bank account reconciliations within 45 calendar days after the cutoff date.

During the year ended December 31, 2005, the Company determined it was materially non-compliant with the requirement to resolve reconciling items resulting from custodial bank account reconciliations within 90 calendar days as specified by the minimum servicing standards.

As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amount of $160 million and $20 million, respectively.

PHH Mortgage Corporation


/s/ Terence W. 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

February 20, 2006

2500 Lake Cook Road, 1 East, Riverwoods, Illinois 60015 Tel (224) 405-1903

EX-99.7 9 f20181a1exv99w7.htm EXHIBIT 99.7 exv99w7

Exhibit 99.7

[BANK OF AMERICA, N.A.] [LOGO]

SEQUOIA DEALS

OFFICER’S CERTIFICATE PURSUANT TO SECTION 11.20
OF THE AGREEMENTS LISTED ON EXHIBIT A

I, H. Randall Chestnut, Senior Vice President of Bank of America, N.A., hereby certify pursuant to section 11.20 of the Pooling and Servicing Agreements listed on Exhibit A hereto (collectively, the “Agreements”) by and between RWT Holdings, INC., a Delaware corporation, as purchaser ( the “Purchaser”), and Bank of America, N.A., a national banking association, as seller (the “Seller”) that: (a) a review of the activities of the Servicer during the 2005 calendar year and its performance under this Agreement has been made under such officer’s supervision, and (b) to the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout 2005.

March 10, 2006


	Bank of America, N.A.
	By /s/ H. Randall Chestnut
	By: H. Randall Chestnut
	Title:	Senior Vice-President

Exhibit 99.7

EXHIBIT A

1.      Sequoia 2003
2.      Sequoia 2003-5
3.      Sequoia 2003-6
4.      Sequoia 2004-1
5.      Sequoia 2004-3
6.      Sequoia 2004-4
7.      Sequoia 2004-5
8.      Sequoia 2004-6
9.      Sequoia 2004-7
10.    Sequoia 2004-8
11.    Sequoia 2004-9
12.    Sequoia 2004-10
13.    Sequoia 2004-11
14.    Sequoia 2004-12

Exhibit 99.7

[BANK OF AMERICA, N.A.] [LOGO]

OFFICER’S CERTIFICATE
2005
(For Sequoia 2005-1, 2005-2, 2005-3 and 2005-4 deals)

Pursuant to the terms of the Servicing Agreement, the undersigned officer certifies to the following for:

All hazard (or mortgage impairment if applicable), flood, or other casualty insurance and primary mortgage guaranty insurance premiums, taxes, ground rents, assessments, and other charges have been paid in connection with the Mortgaged Properties;

Each officer has reviewed the activities and performance of the Seller/Servicer during the preceding calendar year and to the best of each officer’s knowledge, based on such review, the Seller/Servicer has fulfilled all of its obligations under the Agreement throughout the year.


Certified By:		/s/ Cynthia A. Mech Cynthia Mech Vice President

EX-99.8 10 f20181a1exv99w8.htm EXHIBIT 99.8 exv99w8

Exhibit 99.8

[PRICEWATERHOUSECOOPERS] [LOGO]

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholder
of Bank of America, N.A.:

We have examined management’s assertion concerning the mortgage division of Bank of America, N.A. (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’s Assertion Concerning Compliance with USAP Minimum Servicing Standards (see Exhibit I). Management is responsible for the Company’s compliance with those minimum servicing standards. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance based on our examination.

Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly included examining on a test basis evidence about the Company’s compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the minimum servicing standards.

In our opinion, management’s assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005 is fairly stated, in all material respects.

/s/ PricewaterhouseCoopers LLP

March 17, 2006

Exhibit 99.8

Exhibit I

BANK OF AMERICA

Management’s Assertion Concerning Compliance
with USAP Minimum Servicing Standards

March 17, 2006

As of and for the year ended December 31, 2005, Bank of America, N.A. (the “Company”), has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America’s Uniform Single Attestation Program for Mortgage Bankers (“USAP”).

As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amounts of $270,000,000 and $110,000,000, respectively.


/s/ Floyd S. Robinson		/s/ H. Randall Chestnut

Floyd S. Robinson		H. Randall Chestnut
Senior Vice President		Senior Vice President
President Consumer Real Estate		Bank of America, N.A.
Bank of America, N.A.

/s/ Mike Kula		/s/ Robert Caruso

Mike Kula		Robert Caruso
Senior Vice President		Senior Vice President
Finance Executive		National Servicing Executive
Bank of America, N.A.		Bank of America, N.A.

/s/ J. Mark Hanson

J. Mark Hanson
Senior Vice President
Bank of America, N.A.

EX-99.9 11 f20181a1exv99w9.htm EXHIBIT 99.9 exv99w9

Exhibit 99.9

GMAC MORTGAGE

Wells Fargo Bank, N.A.
Attn: Servicer Oversight Group
9062 Old Annapolis Road
Columbia, MD 21045

Re: 2005 Servicer Certification

I, Anthony N. Renzi, certify to Wells Fargo Bank, N.A. (as “Master Servicer”), with respect to the mortgage loans (the “Mortgage Loans”) serviced by GMAC Mortgage Corporation (the “Company”) in connection with each deal listed on the attached Exhibit A, that:

	1.		Based on my knowledge, the information in the Annual Statement of Compliance, the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Trustee 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 date of this certification;

	2.		The servicing information required to be provided to the Trustee by the Servicer under the Servicing Agreement has been provided to the Trustee;

	3.		I am responsible for reviewing the activities performed by the Servicer under the Servicing Agreement and based upon the review required by the Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report, the Servicer has, as of the date of this certification fulfilled its obligations under the Servicing Agreement; and

	4.		I have disclosed to the Company’s certified public accountants all significant deficiencies relating to the Servicer’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers of similar standard as set forth in the Servicing Agreement.


Servicer: GMAC Mortgage Corporation
By:	/s/ Anthony N. Renzi
	Name:	Anthony N. Renzi
	Title: Executive Vice President
	Date: March 10, 2006

Exhibit 99.9

Exhibit A

GMAC MTG CORP

SEQ2004-12
SEQ2005-1
SEQ2005-2
SEQ2005-3
SEQ2005-4

EX-99.10 12 f20181a1exv99w10.htm EXHIBIT 99.10 exv99w10

Exhibit 99.10

[PRICEWATERHOUSECOOPERS] [LOGO]

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.

/s/ PricewaterhouseCoopers LLP

March 21, 2006

Exhibit 99.10

Exhibit I

GMAC MORTGAGE CORPORATION

Management’s Assertion Concerning Compliance
with USAP Minimum Servicing Standards

March 21, 2006

As of and for the year ended December 31, 2005, GMAC Mortgage Corporation and its subsidiaries (the “Company”), have complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America’s Uniform Single Attestation Program for Mortgage Bankers (“USAP”).

As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amounts of $350,000,000 and $100,000,000, respectively.


/s/ Jim Hillsman
Jim Hillsman
Chief Operating Officer
GMAC Residential Holding Corp

/s/ Dave Bricker

Dave Bricker
Chief Financial Officer
GMAC Residential Holding Corp

/s/ Tony Renzi

Tony Renzi
Executive Vice President,
National Servicing Administration
GMAC Residential Holding Corp

EX-99.11 13 f20181a1exv99w11.htm EXHIBIT 99.11 exv99w11

EXHIBIT 99.11

GMAC RFC

2005 ANNUAL STATEMENT OF COMPLIANCE CERTIFICATE

Pursuant to the governing documents including, but not limited to various Pooling and Servicing Agreements, Indentures, Trust Agreements and Sales and Servicing Agreements (“the Agreements”), where Residential Funding Corporation (“the Company”) has been appointed Master Servicer or Servicer, and an annual statement of compliance is required to be delivered to either the Trustee or the Investor. The undersigned Managing Director and Director of Residential Funding Corporation, hereby certify that:

	(i)		a review of the activities of the Master Servicer during the proceeding calendar year has been conducted, and the performance of the duties outlined in the agreements has been made under the undersigned officers supervision; and

	(ii)		To the best of the undersigned officers knowledge, based on the aforementioned review, the Master Servicer has complied with the minimum servicing standards set forth in the USAP for Mortgage Bankers, and has fulfilled its obligations relating to the Agreements in all material respects throughout such year; and

	(iii)		To the best of the undersigned officers knowledge, each Subservicer has complied with the minimum servicing standards set forth in the USAP for Mortgage Bankers, and has fulfilled its obligations relating to the Agreements in all material respects throughout such year; and

	(iv)		To the best of the undersigned officers knowledge each Subservicer has fulfilled its obligations under the servicing agreement with respect to Section 6050H, 6050J and 6050P of the Internal Revenue Code with respect to the reporting of foreclosures and abandonment of Mortgage Properties.


Dated: March 15, 2006

/s/ Barbara Wendt Barbara Wendt
Managing Director, Master Servicing

/s/ Darsi Meyer Darsi Meyer
Director, Securities Administration

GMAC-RFC
2255 North Ontario Street Suite 400 Burbank, CA 91504
818.260.1400 gmacrfc.com

EX-99.12 14 f20181a1exv99w12.htm EXHIBIT 99.12 exv99w12

EXHIBIT 99.12

Residential Funding Corporation

Compliance with Minimum Servicing Standards
December 31, 2005


		PricewaterhouseCoopers LLP Suite 1400
		225 South Sixth Street
		Minneapolis MN 55402
		Telephone (612) 596 6000
		Facsimile (612) 373 7160

Report of Independent Accountants

To the Board of Directors and Stockholder
of Residential Funding Corporation:

We have examined management’s assertion about Residential Funding Corporation’s (the “Company”) compliance with the minimum servicing standards identified in their role as Master Servicer as of and for the year ended December 31, 2005, included in the accompanying management assertion (see Exhibit 1). Such assertion was examined relating to those mortgage loans included in the listing of mortgage loans and series of certificates included in the attached Exhibit 2. Direct servicing functions are performed by various primary servicers and subservicers. Management is responsible for the Company’s compliance with these minimum servicing standards. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance based on our examination.

Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. Loans and series of certificates subject to such procedures were selected using sampling methods, and accordingly, we make no representation that our examination procedures were performed on a specific series of loans or certificates as listed in the attached Exhibit 2. 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.


/s/

March 10, 2006

GMAC RFC

Exhibit 1

Management’s Assertion Concerning Compliance
with USAP Minimum Servicing Standards

March 10, 2006

As of and for the year ended December 31, 2005, Residential Funding Corporation (the “Company”) has complied in all material respects with our minimum servicing standards set forth below for those loans serviced for others under master servicing arrangements. Direct servicing functions are performed by various primary servicers and subservicers.

Our minimum standards are:

CUSTODIAL BANK ACCOUNTS

Reconciliations shall be prepared on a monthly basis for all custodial bank accounts and related bank clearing accounts. These reconciliations shall:

	1)		Be mathematically accurate.

	2)		Be prepared within thirty (30) calendar days after the cutoff date.

	3)		Be reviewed and approved by someone other than the person who prepared the reconciliation, and document explanation for reconciling items.

	4)		These reconciling items shall be resolved within ninety (90) calendar days of their original identification.

Each custodial and escrow account as maintained by the master servicer and subservicer shall be maintained in an eligible account in trust for the applicable certificateholders as prescribed by applicable pooling and servicing agreements.

Funds shall be advanced by the master servicer the primary servicer or the subservicer, as required by applicable pooling and servicing agreements in accordance with the amortization schedule of each mortgage loan, or for overdrafts in the mortgagers escrow accounts.

II.

SUBSERVICER REMITTANCES

Remittances for mortgage payments and payoffs received from primary servicers or subservicers shall be deposited into the applicable investor custodial bank account within one business day of receipt.

GMAC-RFC
2255 North Ontario Street Suite 400 Burbank, CA 91504
818.260.1400 fax 818.260.1835 gmacrfc.com

Exhibit 1

	B.		Remittances from primary servicers or subservicers shall be reconciled to applicable mortgager records during the appropriate accounting cycle.

	C.		Reconciliations shall be performed monthly for each primary servicer and subservicer remittance. These reconciliations shall:

	1)		Be mathematically accurate.

	2)		Be prepared within thirty (30) calendar days after the cutoff date.

III.

DISBURSEMENTS

	A.		Disbursements to investors shall be made in accordance with the applicable pooling and servicing agreements and/or the prospectus indicating how cash flows are to be allocated.

	B.		Amounts remitted to investors per our investor reports shall agree with the custodial bank statements.

	C.		Only permitted withdrawals per the applicable pooling and servicing agreements shall be made from the custodial accounts for certificateholders.

	D.		Disbursements of investor funds from custodial accounts via wire transfer shall be made only by authorized personnel.

IV.

INVESTOR ACCOUNTING AND REPORTING

Statements to the certificateholders shall be made with each monthly distribution in accordance with applicable pooling and servicing agreements detailing the applicable distribution activity and effect on the unpaid principal balance of the mortgage loans.

MORTGAGOR ACCOUNTING

	A.		Uniform Single Attestation Program reports from external primary servicers or subservicers will be obtained and reviewed to provide a basis in meeting our minimum servicing standards.

	B.		Mortgage loan records shall agree with, or reconcile to, the mortgage loan records maintained by the primary servicers or subservicers with respect to unpaid principal balance on a monthly basis.

Exhibit 1

VI.

DELINQUENCIES

Reports from primary servicers and subservicers identifying delinquent loans shall be received and reviewed monthly. Reports shall be made with each distribution to certificateholders as to the number and aggregate principal balances of delinquent mortgage loans, based on the most recent reports furnished by the primary servicers and subservicers.

VII.

INSURANCE POLICIES

As of and for this same period, the Company had in effect a fidelity bond in the amount of $300,000,000 and a mortgage impairment/mortgages errors and omissions and professional liability insurance policy in the amount of $100,000,000.


/s/ Bruce Paradis Bruce Paradis
Residential Funding Corporation
President & Managing Director

/s/ Ken Duncan Ken Duncan
Residential Funding Corporation
Chief Financial Officer & Managing Director

/s/ Barb Wendt
Barb Wendt
Residential Funding Corporation
Managing Director

Residential Funding Corporation
December 31, 2005 Exhibit 2


1985 Series	1996 Series (cont.)	1999 Series (cont.)

1985 MS-ASL (1014) 1985 MS-ASL (1038) 1985 MS-ASL (1052) 1985 MS-ASL (1059) 1986 Series	1996-WH5 1996-WH7 1996-WH10 1996-WH18 1996-WH19	1999-QS4 1999-RS1 1999-WH2 1999-WH5 1999-WH12 1999-WH14
	1997 Series
NYCF 1986-A	1997-2	2000 Series
1987 Series	1997-NWH1 1997-NWH3	2000-Hl1 2000-HI2
1987-WH2 NYCF 1987-A 1988 Series	1997-NWH6 1997-NWH9 1997-WH11 1997-WH14 1997-WH15	2000-HI3 2000-HI4 2000-HI5 2000-HL1 2000-HWH2
1988-SBRC WH1 NYCF 1988-A	1998 Series	2000-HWH3 2000-HWH6 2000-HWH10 2000-HWH11
1990 Series	1998-B (1999-A) 1998-HI2	2000-KS1 2000-KS2
NYCF 1990-A 1993 Series	1998-HI4 1998-HWH1 1998-HWH2 1998-HWH3	2000-KS3 2000-KS4 2000-KS5 2000-NWH1
1993-WH2 1993-WH15C 1994 Series	1998-HWH5 1998-NWH2 1998-NWH4 1998-NWH8 1998-QWH1	2000-NWH3 2000-NWH6 2000-PTWH2 2000-PTWH3 2000-QWH1
1994-WH21 1994-WH4B 1994-WH16D 1995 Series	1998-QWH2B 1998-RS1 1998-WH4 1998-WH8 1998-WH9 I 1998-WH9 II	2000-RS4 2000-RZ1 2000-WH4 2000-WH11
1995-HWH1 1995-HWH2	1998-WH10	2001 Series
1995-HWH3 1995-HWH4 1995-HWH5 1995-WH5	1999 Series	2001-CWH1
1995-WH12 1995-WH13 1995-WH14 1995-WH15 1995-WH18	1999-HI1 1999-HI4 1999-HI6 1999-HI8 1999-HWH1 1999-HWH2 1999-HWH5 1999-KS3 1999-KS4	2001 -Hl1 2001 -HI2 2001 -HI3 2001 -HI4 2001 -HS2 2001 -HS3 2001-KS1 2001 -KS2 2001 -KS3 2001 -KS4 2001-MWH1
1996 Series 1996-SW1A 1996-SW1B 1996-SW1C 1996-SW1D	1999-NWH1 1999-NWH2 1999-NWH3 1999-NWH4 1999-NWH5	2001-NWH1 2001-NWH3 2001-NWH5 2001-NWH9

Residential Funding Corporation
December 31, 2005 Exhibit 2


2001 Series (cont.)	2002 Series (cont.)	2002 Series (cont.)

2001-NWH12 2001-PTWH4 2001-PTWH6 2001-PTWH7 2001-PTWH8 2001-PTWH10 2001-PTWH11 2001-PTWH12 2001-PTWH14 2001-PTWH16 2001-PTWH17 2001-PTWH18 2001-PTWH19 2001-QS13 2001-QS16 2001-QS17 2001-QS18 2001-QS19 2001-RM2 2001-RS1 2001 -RS2 2001 -RS3 2001 -WH3 2001-WH9 2001-WH12 2001-WH14 2002 Series	2002-PTWH9 2002-PTWH10 2002-PTWH13 2002-PTWH15 2002-PTWH16 2002-PTWH19 2002-PTWH20 2002-PTWH21 2002-PTWH24 2002-PTWH28 2002-PTWH31 2002-PTWH33 2002-PTWH35 2002-PTWH36 2002-PTWH40 2002-PTWH41 2002-PTWH42 2002-PTWH44 2002-PTWH45 2002-PTWH46 2002-PTWH47 2002-QS1 2002-QS2 2002-QS3 2002-QS4 2002-QS5 2002-QS6 2002-QS7	2002-S11 2002-S12 2002-S13 2002-S14 2002-S15 2002-S16 2002-S17 2002-S18 2002-S19 2002-S20 2002-SL1 2002-WH1 2002-WH5 2002-WH14 2002-WH17 2002-WH18 2002-WH19 2002-WH21 2002-WH22 2002-WH25 2002-WH26 2002-WH27 2002-WH28 2002-WH29 2002-WH31 2002-WH32 2002-WH33 2002-WH34
2002-HI1	2002-QS8 2002-QS9	2003 Series
2002-HI2 2002-HI3 2002-HI4 2002-HI5 2002-HS1 2002-HS2 2002-HS3 2002-HWH4 2002-KS1 2002-KS2	2002-QS10 2002-QS11 2002-QS12 2002-QS13 2002-QS14 2002-QS15 2002-QS16 2002-QS17 2002-QS18 2002-QS19	2003-Hl1 2003-HI2 2003-HI3 2003-HI4 2003-HS1 2003-HS2 2003-HS3 2003-HS4 2003-HWH1
2002-KS3 2002-KS4 2002-KS5 2002-KS6 2002-KS7 2002-KS8 2002-NWH1 2002-NWH2 2002-NWH3 2002-NWH4 2002-PTWH1 2002-PTWH4 2002-PTWH5 2002-PTWH7	2002-RM1 2002-RP1 2002-RP2 2002-RS1 2002-RS2 2002-RS3 2002-RS4 2002-RS5 2002-RS6 2002-RS7 2002-RZ1 2002-RZ2 2002-RZ3 2002-RZ4	2003-KS1 2003-KS2 2003-KS3 2003-KS4 2003-KS5 2003-KS6 2003-KS7 2003-KS8 2003-KS9 2003-KS10 2003-KS11 2003-NWH1 2003-NWH2 2003-PTWH1

Residential Funding Corporation
December 31, 2005 Exhibit 2


2003 Series (cont.)	2003 Series (cont.)	2003 Series (cont.)

2003-PTWH4 2003-PTWH8 2003-PTWH9 2003-PTWH11 2003-PTWH12 2003-PTWH13 2003-PTWH14 2003-PTWH15 2003-PTWH17 2003-PTWH18 2003-PTWH19 2003-PTWH20 2003-PTWH21 2003-PTWH24 2003-PTWH25 2003-PTWH26 2003-PTWH27 2003-PTWH28 2003-PTWH29 2003-QA1 2003-QR13 2003-QR19 2003-QR24 2003-QS1	2003-RS3 2003-RS4 2003-RS5 2003-RS6 2003-RS7 2003-RS8 2003-RS9 2003-RZ1 2003-RZ2 2003-RZ3 2003-RZ4 2003-RZ5 2003-S1 2003-S2 2003-S3 2003-S4 2003-S5 2003-S6 2003-S7 2003-S8 2003-S9 2003-S10 2003-S11 2003-S12	2003-WH22 2003-WH23 2003-WH24 2003-WH25 2003-WH26 2003-WH27 2003-WH28 2003-WH29 2003-WH30 2003-WH31 2003-WH32 2003-WH33 2003-WH34 2003-WH35 2003-WH36 2003-WH37 2003-WH38 2003-WH39 NIM 2003-NT1 NIM 2003-NT3 NIM2003-NT7 NIM 2003-NT8 2004 Series
2003-QS2 2003-QS3 2003-QS4 2003-QS5 2003-QS6 2003-QS7 2003-QS8 2003-QS9 2003-QS10 2003-QS11 2003-QS12 2003-QS13 2003-QS14 2003-QS15 2003-QS16 2003-QS17 2003-QS18 2003-QS19 2003-QS20 2003-QS21 2003-QS22 2003-QS23 2003-RM1 2003-RM2 2003-RP1 2003-RP2 2003-RS1 2003-RS10 2003-RS11 2003-RS2	2003-S13 2003-S14 2003-S15 2003-S16 2003-S17 2003-S18 2003-S19 2003-S20 2003-SL1 2003-WH1 2003-WH2 2003-WH3 2003-WH4 2003-WH5 2003-WH6 2003-WH7 2003-WH8 2003-WH9 2003-WH10 2003-WH11 2003-WH12 2003-WH13 2003-WH14 2003-WH15 2003-WH16 2003-WH17 2003-WH18 2003-WH19 2003-WH20 2003-WH21	2004-C1 2004-C2 2004-HI1 2004-HI2 2004-HI3 2004-HS1 2004-HS2 2004-HS3 2004-KR1 2004-KR2 2004-KS1 2004-KS2 2004-KS3 2004-KS4 2004-KS5 2004-KS6 2004-KS7 2004-KS8 2004-KS9 2004-KS10 2004-KS11 2004-KS12 2004-NWH1 2004-NWH2 2004-PS1 2004-PTWH2 2004-PTWH3 2004-PTWH5 2004-PTWH6

Residential Funding Corporation
December 31, 2005 Exhibit 2


2004 Series (cont.)	2004 Series (cont.)	2005 Series (cont.)

2004-PTWH7 2004-PTWH8 2004-PTWH9 2004-PTWH10 2004-PTWH12 2004-PTWH13 2004-QA1 2004-QA2 2004-QA3 2004-QA4 2004-QA5 2004-QA6 2004-QR1 2004-QS1 2004-QS2 2004-QS3 2004-QS4 2004-QS5 2004-QS6 2004-QS7 2004-QS8 2004-QS9 2004-QS10 2004-QS11 2004-QS12 2004-QS13 2004-QS14 2004-QS15 2004-QS16 2004-QWH1 2004-QWH2 2004-QWH3 2004-QWH4 2004-QWH5 2004-QWH6 2004-RP1 2004-RS1 2004-RS2 2004-RS3 2004-RS4 2004-RS5 2004-RS6 2004-RS7 2004-RS8 2004-RS9 2004-RS10 2004-RS11 2004-RS12 2004-RZ1 2004-RZ2 2004-RZ3 2004-RZ4	2004-S3 2004-S4 2004-S5 2004-S6 2004-S7 2004-S8 2004-S9 2004-SA1 2004-SL1 2004-SL2 2004-SL3 2004-SL4 2004-SP1 2004-SP2 2004-SP3 2004-SR1 2004-WH1 2004-WH2 2004-WH3 2004-WH4 2004-WH5 2004-WH6 2004-WH7 2004-WH8 2004-WH9 2004-WH10 2004-WH11 2004-WH12 2004-WH13 2004-WH14 2004-WH16 2004-WH17 2004-WH18 2004-WH19 2004-WH20 2004-WH21 2004-WH22 2004-WH24 BSSP 2004-KS10A BSSP 2004-KS10B NIM 2004-NT1 NIM 2004-NT2 NIM 2004-NT3 NIM 2004-NT4 NIM 2004-NT5 NIM 2004-NT6 NIM 2004-NT7 NIM 2004-NT8 NIM 2004-NT11 NIM 2004-NT12 2005 Series	2005-AHL2 2005-AHL3 2005-C3 2005-EFC1 2005-EFC2 2005-EFC3 2005-EFC4 2005-EFC5 2005-EFC6 2005-EMX1 2005-EMX2 2005-EMX3 2005-EMX4 2005-GMACB0501 2005-GMACB0502 2005-GMACB0503 2005-HI1 2005-HI2 2005-HI3 2005-HS1 2005-HS2 2005-HWH1 2005-HWH6 2005-HWH7 2005-HWH8 2005-HWH10 2005-HWH11 2005-HWH12 2005-KS1 2005-KS2 2005-KS3 2005-KS4 2005-KS5 2005-KS6 2005-KS7 2005-KS8 2005-KS9 2005-KS10 2005-KS11 2005-NM2 2005-NM4 2005-NM5 2005-NWH1 2005-NWH2 2005-POWH2 2005-POWH3 2005-QA1 2005-QA2 2005-QA3 2005-QA4 2005-QA5 2005-QA6
2004-S1 2004-S2	2005-AHL1	2005-QA7 2005-QA8

Residential Funding Corporation
December 31, 2005 Exhibit 2


2005 Series (cont.)		2005 Series (cont.)

2005-QA9 2005-QA10 2005-QA11 2005-QA12 2005-QO1 2005-QO2 2005-QO3 2005-QO4 2005-QR1 2005-QS1 2005-QS2 2005-QS3 2005-QS4 2005-QS5 2005-QS6 2005-QS7 2005-QS8 2005-QS9 2005-QS10		2005-SA1 2005-SA2 2005-SA3 2005-SA4 2005-SA5 2005-SL1 2005-SL2 2005-SP1 2005-SP2 2005-WH1 2005-WH3 2005-WH4 2005-WH6 2005-WH8 2005-WH9 2005-WH10 2005-WH11 2005-WH12 2005-WH13
2005-QS11 2005-QS12 2005-QS13 2005-QS14 2005-QS15 2005-QS16 2005-QWH1 2005-QWH2 2005-QWH7 2005-QWH8 2005-QWH12 2005-RP1 2005-RP2 2005-RP3 2005-RS1 2005-RS2 2005-RS3 2005-RS4 2005-RS5 2005-RS6 2005-RS7 2005-RS8 2005-RS9 2005-RZ1 2005-RZ2 2005-RZ3 2005-RZ4 2005-S1 2005-S2 2005-S3 2005-S4 2005-S5 2005-S6 2005-S7 2005-S8		2005-WH15 2005-WH16 2005-WH18 2005-WH19 2005-WH20 2005-WH21 2005-WH23 2005-WH24 2005-WH25A 2005-WH25B 2005-WH26 2005-WH27 2005-WH28A 2005-WH28B 2005-WH29 2005-WH30 GCM Residual Facility NIM 2005-NM3 NIM 2005-NS1 NIM 2005-NT1 NIM 2005-NT2 NIM 2005-NTR1 NIM ABSC (2005-KS4) NIM SB Finance 2005-KS6N NIM Soundview (2005-KS3)

EX-99.13 15 f20181a1exv99w13.htm EXHIBIT 99.13 exv99w13

EXHIBIT 99.13

Exhibit “A”

Wells Fargo Bank, N.A.
9062 Old Annapolis Rd.
Columbia, MD 21045

Attention: Master Servicing

RE: Officer’s Certificate

Dear Master Servicer:

The undersigned Officer certifies the following for the 2005 fiscal year:

(A)		I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to the best of these Officers’ knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Wells Fargo Bank, N.A.;

(B)		I have confirmed that the Servicer is currently an approved FNMA or FHLMC servicer in good standing;

(C)		I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect;

(D)		All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect;

(E)		All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Wells Fargo Bank, N.A.;

(F)		All Custodial Accounts have been reconciled and are properly funded; and

(G)		All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed.

Certified By:


/s/ T. Jackson Case, Jr.

Officer

Executive VP

Title

March 2, 2006

Date

[National City Mortgage Co. Logo]

ANNUAL CERTIFICATION

RE: for series Sequoia 2005-2, Sequoia 2005-3

I, Steven M. Scheid, certify to RWT Holdings, Inc., and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:

(i) Based on my knowledge, the information in the Annual Statement of Compliance, the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer 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 date of this certification;

(ii) Based on my knowledge, the servicing information required to be provided to the Master Servicer by the Company under the Purchase and Servicing Agreement has been provided to the Master Servicer;

(iii) I am responsible for reviewing the activities performed by the Company under the Purchase and Servicing Agreement and based upon the review required by the Purchase and Servicing Agreement, and except as disclosed in the Annual Statement of Compliance and the Annual Independent Public Accountant’s Servicing Report submitted to the Master Servicer, the Company has, as of the date of this certification fulfilled its obligations under the Purchase and Servicing Agreement; and

(iv) I have disclosed to the Master Servicer and the Depositor all significant deficiencies relating to the Company’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Purchase and Servicing Agreement.

Date: 3/28/06

Signature: /s/ Steven M. Scheid

Title: Senior Vice President

EX-99.14 16 f20181a1exv99w14.htm EXHIBIT 99.14 exv99w14

EXHIBIT 99.14


	§	ERNST & YOUNG LLP SUITE 1300 925 EUCLID AVENUE CLEVELAND, OHIO 44115	§	Phone : (216) 861-5000 www.ey.com

Report on Management’s Assertion on Compliance
with the Specified Minimum Servicing Standards Set Forth in the
Uniform Single Attestation Program for Mortgage Bankers

Report of Independent Accountants

Board of Directors
National City Mortgage Co.

We have examined management’s assertion, included in the accompanying report titled Report of Management, that National City Mortgage Co. (NCM) complied with the minimum servicing standards identified in Exhibit A to the Report of Management (the specific minimum servicing standards) as set forth in the Mortgage Bankers Association of America’s Uniform Single Attestation Program for Mortgage Bankers 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/

March 1, 2006

A Member Practice of Ernst & Young Global

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SEQUOIA RESIDENTIAL FUNDING, INC.

/s/ Harold F. Zagunis

Name: Harold F. Zagunis

Title: Chief Financial Officer and Secretary