10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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: 333-118832-05

SEQUOIA RESIDENTIAL FUNDING, INC. (as Depositor under the Pooling and Servicing Agreement, dated December 1, 2004, providing for the issuance of the Sequoia Mortgage Trust 2004-12, Mortgage Pass-Through Certificates)

SEQUOIA RESIDENTIAL FUNDING, INC.

(Exact Name of registrant as specified in its charter)

Delaware	35-2170972
(State or other jurisdiction of incorporation or organization)	(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	None
(Title of class)	(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 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 2004-12, MORTGAGE PASS-THROUGH CERTIFICATES

INDEX

				Page
PART I					3
	ITEM 1	-	BUSINESS		3
	ITEM 1A	-	RISK FACTORS
	ITEM 1B	-	UNRESOLVED STAFF COMMENTS
	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		6
	ITEM 14	-	PRINCIPAL ACCOUNTANT FEES AND SERVICES		6
PART IV					6
	ITEM 15	-	EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K		6
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 99.2
EXHIBIT 99.5

2

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 2004-12 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, eight (8) holders of the Class A-2 Certificates, two (2) holders of the Class A-3 Certificates, one (1) holder of the Class X-A1 Certificates, one (1) holder of the Class X-A2 Certificates, one (1) holder of the Class X-B Certificates, three (3) holders 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.

3

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	$	128,237,000		33.70	%
MELLON TR	$	24,443,000		6.40	%
CITIBANK	$	56,240,000		14.78	%
SSB&T	$	136,902,000		35.97	%

4

Class A-2

Identification	Principal Amount Owned		Percentage of Outstanding Amount
BANK OF NY	$	15,000,000		7.19	%
JPMCBNA	$	86,981,000		41.73	%
SSB&T CO	$	64,335,000		30.87	%
CITIBANK	$	12,500,000		5.99	%
NRTHRN TR	$	12,595,000		6.04	%

Class A-3

Identification	Principal Amount Owned		Percentage of Outstanding Amount
JCMCBNA	$	217,330,615		99.54	%

Class X-A1

Identification	Principal Amount Owned		Percentage of Outstanding Amount
WBNA-MAIN	$	588,902,000		100.00	%

Class X-A2

Identification	Principal Amount Owned		Percentage of Outstanding Amount
MERRIL	$	218,306,615		100.00	%

Class X-B

Identification	Principal Amount Owned		Percentage of Outstanding Amount
WELLS BKNA	$	18,402,000		100.00	%

Class B-1

Identification	Principal Amount Owned		Percentage of Outstanding Amount
MELLON TR	$	1,485,000		17.29	%
MERRIL	$	3,000,000		34.93	%
SSB&T	$	4,103,000		47.77	%

Class B-2

Identification	Principal Amount Owned		Percentage of Outstanding Amount
MELLON TR	$	6,134,000		100.00	%

Class B-3

Identification	Principal Amount Owned		Percentage of Outstanding Amount
WELLS BKNA	$	3,680,000		100.00	%

5

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.
3.	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”).

6

Exhibit No.	Description
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.

(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
December 22, 2004	Report filing Computational Materials
January 10, 2005	Report filing the Pooling and Servicing Agreement and the Tax Opinion
February 9, 2005	Trustee’s Monthly Report for the January Distribution to Certificateholders
March 11, 2005	Trustee’s Monthly Report for the February Distribution to Certificateholders
April 6, 2005	Trustee’s Monthly Report for the March Distribution to Certificateholders
May 6, 2005	Trustee’s Monthly Report for the April Distribution to Certificateholders
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

7

DATE OF REPORTS ON FORM 8-K	ITEMS REPORTED/FINANCIAL STATEMENTS FILED
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

*	The document is not due to be delivered until March 31, 2006. Such document will be filed with the Securities and Exchange Commission by amendment upon receipt by the Registrant.
**	The document is not due to be delivered until April 1, 2006. Such document will be filed with the Securities and Exchange Commission by amendment upon receipt by the Registrant.
***	The document is not due to be delivered until April 15, 2006. Such document will be filed with the Securities and Exchange Commission by amendment upon receipt by the Registrant.

8

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.

	SEQUOIA RESIDENTIAL FUNDING, INC.
	By:	/s/ Harold F. Zagunis
	Name:	Harold F. Zagunis
	Title:	Chief Financial Officer and Secretary
Date: March 30, 2006.

9

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, 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, and GMAC Mortgage Corporation, as Servicer.

Date: March 30, 2006

/s/ Harold F. Zagunis

Signature

Name: Harold F. Zagunis

Title: Chief Financial Officer and Secretary

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.

     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”).

11

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

*	The document is not due to be delivered until March 31, 2006. Such document will be filed with the Securities and Exchange Commission by amendment upon receipt by the Registrant.
**	The document is not due to be delivered until April 1, 2006. Such document will be filed with the Securities and Exchange Commission by amendment upon receipt by the Registrant.
***	The document is not due to be delivered until April 15, 2006. Such document will be filed with the Securities and Exchange Commission by amendment upon receipt by the Registrant.

12

EX-31.1

EXHIBIT 31.1

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, 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, and GMAC Mortgage Corporation, as Servicer.

Date: March 30, 2006

/s/ Harold F. Zagunis

Signature

Name: Harold F. Zagunis

Title: Chief Financial Officer and Secretary

EX-99.2

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

I. CUSTODIAL BANK ACCOUNTS

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

• be mathematically accurate;

• be prepared within forty-five (45) calendar days after the cutoff date;

• be reviewed and approved by someone other than the person who prepared the reconciliation; and

• document explanations for reconciling items. These reconciling items shall be resolved within ninety (90) calendar days of their original
identification.

2.	Funds of the servicing entity shall be advanced in cases where there is an overdraft in an investor’s or a mortgagor’s account.
3.	Each custodial account shall be maintained at a federally insured depository institution in trust for the applicable investor.
4.	Escrow funds held in trust for a mortgagor shall be returned to the mortgagor within thirty (30) calendar days of payoff of the mortgage loan.

II. MORTGAGE PAYMENTS

1.	Mortgage payments shall be deposited into the custodial bank accounts and related bank clearing accounts within two business days of receipt.
2.	Mortgage payments made in accordance with the mortgagor’s loan documents shall be posted to the applicable mortgagor records within two business days of receipt.
3.	Mortgage payments shall be allocated to principal, interest, insurance, taxes or other escrow items in accordance with the mortgagor’s loan documents.

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

MORGAN STANLEY CREDIT CORPORATION

4. Mortgage payments identified as loan payoffs shall be allocated in accordance with the mortgagor’s loan documents.

III. DISBURSEMENTS

1.	Disbursements made via wire transfer on behalf of a mortgagor or investor shall be made only by authorized personnel.
2.	Disbursements made on behalf of a mortgagor or investor shall be posted within two business days to the mortgagor’s or investor’s records maintained by the servicing entity.
3.	Tax and insurance payments shall be made on or before the penalty or insurance policy expiration dates, as indicated on tax bills and insurance premium notices, respectively, provided that such support has been received by the servicing entity at least thirty (30) calendar days prior to these dates.
4.	Any late payment penalties paid in conjunction with the payment of any tax bill or insurance premium notice shall be paid from the servicing entity’s funds and not charged to the mortgagor, unless the late payment was due to the mortgagor’s error or omission.
5.	Amounts remitted to investors per the servicer’s investor reports shall agree with cancelled checks, or other form of payment, or custodial bank statements.
6.	Unused checks shall be safeguarded so as to prevent unauthorized access.

IV. INVESTOR ACCOUNTING AND REPORTING

1. The servicing entity’s investor reports shall agree with, or reconcile to, investors’ records on a monthly basis as to the total unpaid principal balance and number of loans serviced by the servicing entity.

V. MORTGAGOR LOAN ACCOUNTING

1. The servicing entity’s mortgage loan records shall agree with, or reconcile to, the records of mortgagors with respect to the unpaid principal balance on a monthly basis.

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

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

VII. INSURANCE POLICIES

1. A fidelity bond and errors and omissions policy shall be in effect on the servicing entity throughout the reporting period in the amount of coverage represented to investors in management’s assertion.

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

EX-99.5

 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 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, 179-012, 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 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;

(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 andstatus 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 expanses 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 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;

(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: 179-014 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 Sevicer 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 SEQUOIA 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;

(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, us 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: 179-015 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 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, 179-015, 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 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-l951

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/aCendant Mortgage Corp., for the 2005 calendar year. To the best of our knowledge:

a)	The activities and performances of the Servicer during the proceeding 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

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

       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:

(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;

(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