10-K/A

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: 333-118832-05

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 99.1
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

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

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: May 31, 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/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, and GMAC Mortgage Corporation, as Servicer.

Date: May 31, 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.

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/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, and GMAC Mortgage Corporation, as Servicer.

Date: May 31, 2006

/s/ Harold F. Zagunis

Signature

Name: Harold F. Zagunis

Title: Chief Financial Officer and Secretary

EX-99.1

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

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-99.3

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

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:

• 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 have been completed and reviewed on a timely basis.

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

 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

EX-99.6

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

I. CUSTODIAL BANK ACCOUNTS

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

– be mathematically accurate;

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

– be reviewed and approved by someone other than the person who prepared the Reconciliation; and

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

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

II. MORTGAGE PAYMENTS

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

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

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

V. MORTGAGOR LOAN ACCOUNTING

1.	The servicing entity’s mortgage loan records shall agree with, or reconcile to, the records of mortgagors with respect to the unpaid principal balance on a monthly basis.
2.	Adjustments on ARM loans shall be computed based on the related mortgage note and any ARM rider.
3.	Escrow accounts shall be analyzed, in accordance with the mortgagor’s loan documents, on at least an annual basis.
4.	Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. (A compilation of state laws relating to the payment of interest on escrow accounts may be obtained through the MBA’s FAX ON DEMAND service. For more information, contact MBA.)

Exhibit 99.6

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.

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

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:

1. 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;

2. 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

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

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

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.

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. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the minimum servicing standards.

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

/s/ PricewaterhouseCoopers LLP

March 21, 2006

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