Sequoia Mortgage Trust 2005-4
Not Applicable.
Not Applicable.
Not Applicable.
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.
The Depositor is not aware of any material pending legal proceedings involving either the Mortgage Pass-Through Certificates, the Sequoia Mortgage 2005-4 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.
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
—    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 one (1) holder of the Class 1-A1 Certificates, one (1) holders of the Class 1-A2 Certificates, one (1) holder of the Class 1-XA Certificates, one (1) holder of the Class 1-XB Certificates, one (1) holder of the Class 1-B1 Certificates, one (1) holder of the Class 1-B2 Certificates, one (1) holder of the Class 1-B3 Certificates, ten (10) holders of the Class 2-A1 Certificates, five (5) holders of the Class 2-A2 Certificates, one (1) holder of the Class 2-B1 Certificates, one (1) holder of the Class 2-B2 Certificates, and one (1) holder of the Class 2-B3 Certificates.
Not Applicable.
Not Applicable.
Not Applicable.  3    Table of Contents
Not Applicable.
There were no changes of accountants or disagreements on accounting or financial disclosures between the Depositor and its accountants.
Not Applicable.
Not Applicable.     PART III
Not Applicable.
Not Applicable.
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 1-A1                          Identification   Principal Amount Owned   Percentage of Outstanding Amount     BANK OF NY   $ 133,459,000       100.00 %     Class 1-A2                          Identification   Principal Amount Owned   Percentage of Outstanding Amount     JPM/CCS2   $ 14,829,000       100.00 %     4    Table of Contents  Class 1-XA                          Identification   Principal Amount Owned   Percentage of Outstanding Amount     CITIBANK   $ 148,288,000       100.00 %     Class 1-XB                          Identification   Principal Amount Owned   Percentage of Outstanding Amount     CITIBANK   $ 3,488,000       100.00 %     Class 1-B1                          Identification   Principal Amount Owned   Percentage of Outstanding Amount     JPM/CCS2   $ 2,093,000       100.00 %     Class 1-B2                          Identification   Principal Amount Owned   Percentage of Outstanding Amount     JPM/CCS2   $ 1,395,000       100.00 %     Class 1-B3                          Identification   Principal Amount Owned   Percentage of Outstanding Amount     CITIBANK   $ 1,706,000       100.00 %     Class 2-A1                          Identification   Principal Amount Owned   Percentage of Outstanding Amount     SSB&T CO   $ 126,596,000       79.07 %   NRTHRN TR   $ 12,300,000       7.68 %     Class 2-A2                          Identification   Principal Amount Owned   Percentage of Outstanding Amount     BANK OF NY   $ 750,000       7.3 %   NRTHRN TR   $ 7,444,000       72.50 %   CITIBANK   $ 1,055,000       10.27 %   SSB&T   $ 879,000       8.56 %     Class 2-B1                          Identification   Principal Amount Owned   Percentage of Outstanding Amount     BANC OF AMERICA   $ 1,740,000       100.00 %     5    Table of Contents  Class 2-B2                          Identification   Principal Amount Owned   Percentage of Outstanding Amount     BANC OF AMERICA   $ 696,000       100.00 %     Class 2-B3                          Identification   Principal Amount Owned   Percentage of Outstanding Amount     LASALLE BK   $ 348,000       100.00 %
None.
Not Applicable.     PART IV
(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.     6    Table of Contents                Exhibit No.   Description   99.3*    Statement of Compliance of the Servicer pursuant to Section 6.04 of The Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of August 1, 2002, between RWT and GreenPoint Mortgage Funding, Inc., as modified by the related Acknowledgements (the “RWT/GreenPoint Servicing Agreement”).           99.4*    Report of Independent Account pursuant to Section 6.05 of the RWT/GreenPoint Servicing Agreement.           99.5    Statement of Compliance of the Servicer pursuant to Section 7.04 of The Mortgage Loan Flow Purchase, Sale & Servicing Agreement among RWT, PHH Mortgage Corporation (formerly Cendant Mortgage Corporation) (“PHH”) and Bishop’s Gate Residential Mortgage Trust (formerly known as Cendant Residential Mortgage Trust), as Sellers, and PHH, as Servicer, dated August 1, 2002, as modified by the related Acknowledgements (the “RWT/PHH Servicing Agreement”).           99.6***    Report of Independent Registered Public Accounting Firm pursuant to Section 7.05 of the RWT/PHH Servicing Agreement.           99.7***    Statement of Compliance of the Servicer pursuant to Section 11.20 of the Flow Mortgage Loan Sale and Servicing Agreement, dated as of April 1, 2003, between RWT and Bank of America, N.A., as modified by the related Acknowledgements (the “RWT/Bank of America Servicing Agreement”).           99.8***    Report of Independent Accountant pursuant to Section 11.21 of the RWT/Bank of America Servicing Agreement.           99.9*    Statement of Compliance of the Servicer pursuant to Section 6.04 of the Loan Servicing Agreement, dated as of February 1, 2004 between RWT and GMAC Mortgage Corporation, as modified by the related Acknowledgements (the “RWT/GMAC Servicing Agreement”).           99.10*    Report of Independent Accountant pursuant to Section 6.05 of the RWT/GMAC Servicing Agreement.           99.11    Statement of Compliance of the Servicer pursuant to Section 5.04 of the Mortgage Loan Purchase and Servicing Agreement, dated as of April 1, 1998, between RWT and Countrywide Home Loans, Inc., as amended by the Amendment Number One to such agreement, dated February 27, 2004, as modified by the related Acknowledgements (the “RWT/Countrywide Servicing Agreement”).           99.12    Report of Independent Accountant pursuant to Section 5.05 of the RWT/Countrywide Servicing Agreement.           99.13    Statement of Compliance of the Servicer pursuant to Section 6.04 of the Master Seller’s Warranties and Servicing Agreement dated as of March 1, 2005, between Bank of America, National Association (“Bank of America”) and Wells Fargo Bank, N.A. (“Wells Fargo”), as modified by an Assignment Assumption and Recognition Agreement dated September 29, 2005 among Bank of America, Wells Fargo and RWT and as modified by the related Acknowledgements (the “Wells Fargo Servicing Agreement”).     7    Table of Contents                Exhibit No.   Description   99.14    Report of Independent Accountant pursuant to Section 6.05 of the Wells Fargo 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           September 22, 2005    Report filing Collateral Term Sheet           September 29, 2005    Report filing Computational Materials           October 13, 2005    Report filing the Pooling and Servicing Agreement, the Tax Opinion, the Tobin & Tobin Opinion and the Underwriting Agreement           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    Table of Contents     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    Table of Contents     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, GMAC Mortgage Corporation, as Servicer, Countrywide Home Loans Servicing LP, as Servicer, and Wells Fargo Bank, N.A. as Servicer.  Date: March 30, 2006  /s/ Harold F. Zagunis Signature Name: Harold F. Zagunis Title: Chief Financial Officer and Secretary   10    Table of Contents     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    Table of Contents                Exhibit No.   Description   99.10*    Report of Independent Accountant pursuant to Section 6.05 of the RWT/GMAC Servicing Agreement.           99.11    Statement of Compliance of the Servicer pursuant to Section 5.04 of the Mortgage Loan Purchase and Servicing Agreement, dated as of April 1, 1998, between RWT and Countrywide Home Loans, Inc., as amended by the Amendment Number One to such agreement, dated February 27, 2004, as modified by the related Acknowledgements (the “RWT/Countrywide Servicing Agreement”).           99.12    Report of Independent Accountant pursuant to Section 5.05 of the RWT/Countrywide Servicing Agreement.           99.13    Statement of Compliance of the Servicer pursuant to Section 6.04 of the Master Seller’s Warranties and Servicing Agreement dated as of March 1, 2005, between Bank of America, National Association (“Bank of America”) and Wells Fargo Bank, N.A. (“Wells Fargo”), as modified by an Assignment Assumption and Recognition Agreement dated September 29, 2005 among Bank of America, Wells Fargo and RWT and as modified by the related Acknowledgements (the “Wells Fargo Servicing Agreement”).           99.14    Report of Independent Accountant pursuant to Section 6.05 of the Wells Fargo 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 2 f19078exv31w1.htm EXHIBIT 31.1    exv31w1       EXHIBIT 31.1  CERTIFICATION       I, Harold F. Zagunis, Chief Financial Officer and Secretary of Sequoia Residential Funding, Inc., a Delaware corporation, hereby certify that:       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, GMAC Mortgage Corporation, as Servicer, Countrywide Home Loans Servicing LP, as Servicer, and Wells Fargo Bank, N.A. as Servicer.  Date: March 30, 2006  /s/ Harold F. Zagunis Signature Name: Harold F. Zagunis Title: Chief Financial Officer and Secretary          EX-99.2 3 f19078exv99w2.htm EXHIBIT 99.2    exv99w2       Exhibit 99.2  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  Morgan Stanley Credit Corporation Riverwoods, Illinois   We have examined management’s assertion that Morgan Stanley Credit Corporation (the “Company”) has complied as of and for the year ended December 31, 2005, with its established minimum servicing standards described in the accompanying Management’s Assertion dated March 7, 2006 for the consumer loans sold to RWT Holdings, Inc. Management is responsible for the Company’s compliance with those minimum servicing standards. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance based on our examination.  Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public Accounting Oversight Board and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with its minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with its minimum servicing standards.  In our opinion, management’s assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005, is fairly stated, in all material respects, based on the criteria set forth in Appendix A.  /s/ DELOITTE & TOUCHE LLP  March 7, 2006 Chicago, Illinois          MORGAN STANLEY CREDIT CORPORATION  Michael J. Gillespie Accounting Director  Management’s Assertion  As of and for the year ended December 31, 2005, Morgan Stanley Credit Corporation (the “Company”) has complied, in all material respects, with the Company’s established minimum servicing standards for mortgage loans being serviced as set forth in Appendix A (the “Standards”). The Standards are based on the Mortgage Bankers Association of America’s Uniform Single Attestation Program for Mortgage Bankers.  As of and for this same period, Morgan Stanley had in effect a fidelity bond in excess of $20 million and an errors and omissions policy in the amount of $5 million under which the Company was covered.  /s/ Kevin Rodman Kevin Rodman President   /s/ Kevin Norris Kevin Norris Vice President Operations   /s/ Mike Gillespie Mike Gillespie Chief Financial Officer   March 7, 2006  2500 Lake Cook Road, 1 East, Riverwoods, Illinois 60015 Tel (224) 405-1903          MORGAN STANLEY CREDIT CORPORATION  APPENDIX A  MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF AMERICA’S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS     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 4 f19078exv99w5.htm EXHIBIT 99.5    exv99w5       EXHIBIT 99.5                PHH Mortgage    4001 Leadenhall Road        Mt. Laurel, NJ 08054       February 28, 2006   WELLS FARGO BANK NA Compliance Department 9062 Old Annapolis Rd. Columbia, MD 21045-1951   RE: Annual Statement as to Compliance   Investor number: 179-012 Deal name (if applicable): SEQUOIA 2004-12   Dear Investor, Master Servicer or Trustee,   The undersigned officer certifies the following for PHH Mortgage Corp. f/k/a Cendant 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, light of the  circumstances under which such statements were made, not misleading, as of the last day of period covered by the Annual Statement of Compliance;  (ii) Based on my knowledge, the servicing information required to be provided to the Investor, Master Servicer or Trustee by the Servicer under the Agreement has been provided to the Investor, Master Servicer or Trustee;  (iii) I am responsible for reviewing the activities performed by the Servicer under this Agreement and based upon the review required by this Agreement, and except as disclosed in the Annual Statement of Compliance, the Annual Independent Public Accountant’s Servicing Report, or otherwise disclosed in a writing submitted to the Investor, Master Servicer or Trustee, the Servicer has, as of last day of the period covered by the Annual Statement of Compliance, fulfilled its obligations under this Agreement; and  (iv) I have disclosed to the Investor, Master Servicer or Trustee all significant deficiencies relating to the Servicer’s compliance with the minimum servicing standards as determined in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers as set forth in this Agreement  Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement.                        PHH Mortgage Corporation                    By:   /s/ Martin Foster                         Martin Foster            Senior Vice President       Date: 2/28/06                           PHH Mortgage    4001 Leadenhall Road        Mt. Laurel, NJ 08054       February 28, 2006  WELLS FARGO BANK NA Compliance Department 9062 Old Annapolis Rd. Columbia, MD 21045-1951   RE: Annual Statement as to Compliance   Investor number: 179-013 Deal name (if applicable): SEQUOIA 2005-01   Dear Investor, Master Servicer or Trustee,   The undersigned officer certifies the following for PHH Mortgage Corp. f/k/a Cendant Mortgage Corp., for the 2005 calendar year. To the best of our knowledge:       a)   The activities and performances of the Servicer during the preceding Fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Servicer Guide for the deal listed above, and to the best of my knowledge the Servicer has fulfilled all of its duties, responsibilities or obligations under this Agreement throughout such year, or if there has been default or failure of the Servicer to perform any such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to WELLS FARGO BANK NA;        b)   The Servicer is currently an approved FNMA 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, 179-013 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 Servicer has fulfilled all of its duties, responsibilities or obligations under this Agreement throughout such year, or if there has been default of 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.                  /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 Accountants 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: 179-015 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 21045-1951   RE: Annual Statement as to Compliance  Investor number: 179-016 Deal name (if applicable): SEQUOIA 2005-04     Dear Investor, Master Servicer or Trustee,  The undersigned officer certifies the following for PHH Mortgage Corp. f/k/a Cendant Mortgage Corp., for the 2005 calendar year. To the best of our knowledge:       a)   The activities and performances of the Servicer during the preceding Fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Servicer Guide for the deal listed above, and to the best of my knowledge the Servicer has fulfilled all of its duties, responsibilities or obligations under this Agreement throughout such year, or if there has been default or failure of the Servicer to perform any such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to WELLS FARGO BANK NA;        b)   The Servicer is currently an approved FNMA or FHLMC Servicer in good standing;        c)   The Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Servicer Guide are in full force and effect;        d)   All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that such insurance policies are in full force and effect;        e)   All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgage Property, have been paid, or if any such costs or expenses 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-99.11 5 f19078exv99w11.htm EXHIBIT 99.11    exv99w11       Exhibit 99.11                                March 10, 2006    400 Countrywide Way Simi Valley, California 93065-6298     RWT HOLDINGS, INC. 591 Redwood Hwy, # 3140 Mill Valley, CA 94941 Attn: Gloria Li   OFFICER’S CERTIFICATE  I, Joseph Candelario, hereby certify that I am the First Vice President, Loan Administration of Countrywide Home Loans, Inc., fka Countrywide Funding Corporation. I further certify, with respect to the Servicing Agreements for Countrywide Mortgage Obligations, Inc., the following:  I have reviewed the activities and performance of the Servicer during the fiscal year ended December 31, 2005 under the Agreements and, to the best of my knowledge, based on my review, the Servicer has fulfilled all of its duties, responsibilities or obligations under the Agreements throughout the fiscal year.                    /s/ Joseph Candelario    March 10, 2006                     Joseph Candelario    Date       First Vice President           Compliance Officer           Loan Administration             re: Investor Numbers: 7001476, 7001629, 7001755          EX-99.12 6 f19078exv99w12.htm EXHIBIT 99.12    exv99w12       Exhibit 99.12    KPMG LLP Suite 2000 355 South Grand Avenue Los Angeles, CA 90071-1568  Independent. Accountants’ Report  The Board of Directors Countrywide Financial Corporation;  We have examined management’s assertion, included in the accompanying Management Assertion, that Countrywide Financial Corporation and subsidiaries, including its wholly-owned subsidiary, Countrywide Home Loans, Inc. (“CHL”), and Countrywide Home Loans Servicing, L.P, a wholly-owned subsidiary of CHL, (collectively, the “Company”) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America’s Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 2005. Management is responsible for the Company’s compliance with those minimum servicing standards. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance based on our examination.  Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the minimum servicing standards specified above and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the minimum servicing standards.  In our opinion, management’s assertion that Countrywide Financial Corporation and subsidiaries, including its wholly-owned subsidiary, Countrywide Home Loans, Inc. (“CHL”), and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL, complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005 is fairly stated, in all material respects.  /s/ KPMG LLP  March 3, 2006  KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative.                                             2900 Madera Road        Simi Valley, California 93065-6298        (805) 955-1000     Management Assertion  March 3, 2006  As of and for the year ended December 31, 2005, Countrywide Financial Corporation and subsidiaries, including its wholly-owned subsidiary, Countrywide Home Loans, Inc. (“CHL”), and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL, (collectively, the “Company”) have complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America’s Uniform Single Attestation for Mortgage Bankers. As of and for this same period, the Company had in effect a mortgage bankers’ (fidelity) bond in the amount of $200 million and an errors and omissions policy in the amount of $100 million and $130 million for the period January 1, 2005 to August 1, 2005 and for the period from August 1, 2005 to December 31, 2005, respectively.                /s/ Steve Bailey                Steve Bailey       Senior Managing Director and       Chief Financial Officer, Loan Administration                       /s/ Kevin Meyers                Kevin Meyers       Managing Director and Chief Financial Officer,       Loan Administration                 EX-99.13 7 f19078exv99w13.htm EXHIBIT 99.13    exv99w13       EXHIBIT 99.13            Wells Fargo Home Mortgage   One Home Campus   Des Monies, IA 50328-001       February 24, 2006  Re: 2005 Annual Certification  We hereby certify to the best of our knowledge and belief that for the calendar year of 2005:  1. All real estate taxes, bonds assessments and other lienable items have been paid.  2. All FHA mortgage insurance, private mortgage insurance premiums, and flood Insurance have been paid (if applicable).  3. Hazard insurance policies held by us meet the requirements as specified in the servicing agreement, or those of a normal prudent lender if not specified, and those premiums due have been paid.  4. We have made all property inspections as required.  5. Fidelity bond and Errors and Omissions insurance coverage currently exists.  6. That the Officer signing this certificate has reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide or similar agreements and to the best of this officer’s knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations of such agreement throughout the year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported.  Sincerely,                    /s/              John B. Brown Senior Vice President Wells Fargo Home Mortgage             Wells Fargo Home Mortgage   is a division of Wells Fargo Bank, N.A.            EX-99.14 8 f19078exv99w14.htm EXHIBIT 99.14    exv99w14       EXHIBIT 99.14                            KPMG LLP         2500 Ruan Center         666 Grand Avenue         Des Moines, IA 50309     Independent Accountants’ Report  The Board of Directors Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N. A.:   We have examined management’s assertion, included in the accompanying Assertion of Management of Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A. (the Company), that the Company complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America’s Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 2005. Management is responsible for the Company’s compliance with those minimum servicing standards. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance based on our examination.  Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the minimum servicing standards specified above and performing such other procedures, as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the minimum servicing standards.  In our opinion, management’s assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005 is fairly stated, in all material respects.                  /s/ KPMG LLP                                 February 21, 2006  KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss Cooperative.                     1 Home Campus   Des Moines, IA 50328       Assertion of Management of Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.   As of and for the year ended December 31, 2005, Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A. (the Company) has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America’s Uniform Single Attestation Program for Mortgage Bankers.  As of and for this same period, the Company had in effect a fidelity bond along with an errors and omissions policy in the amounts of $100 million and $20 million, respectively.                /s/ Michael J. Heid      February 21, 2006      Michael J. Heid, Division President, Capital Markets, Finance, & Administration  Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.                /s/ Franklin R. Codel      February 21, 2006      Franklin R. Codel, Executive Vice President, Finance and Corporate Real Estate  Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.                /s/ Mary Coffin      February 21, 2006      Mary Coffin, Executive Vice President, Servicing & Post Closing  Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.                /s/ Cara K. Heiden            Cara K. Heiden, Division President, Nat’l Consumer & Institutional Lending  Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.            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