Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number: 333-179292-05
Sequoia Mortgage Trust 2012-6
(exact name of issuing entity as specified in its charter)
Sequoia Residential Funding, Inc.
(exact name of the depositor as specified in its charter)
Commission file number of depositor: 333-179292
RWT Holdings, Inc.
(exact name of the sponsor as specified in its charter)
New York 38-3891365
(State or other jurisdiction of 38-3891366
incorporation or organization) (I.R.S. Employer
Identification No.)
c/o Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045
(Address of principal executive (Zip Code)
offices)
Telephone number, including area code: (410) 884-2000
Securities registered pursuant to Section 12(b) of the Act:
NONE.
Securities registered pursuant to Section 12(g) of the Act:
NONE.
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes ___ No X
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 ___ No X
Note - Checking the box above will not relieve any registrant required to
file reports pursuant to Section 13 or 15(d) of the Exchange Act from their
obligations under those Sections.
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 X No ___
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(Section 232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such
files).
Not applicable.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) 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.
Not applicable.
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer", "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ___
Accelerated filer ___
Non-accelerated filer X (Do not check if a smaller reporting company)
Smaller reporting company ___
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).
Yes ___ No X
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the
common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrant's most recently
completed second fiscal quarter.
Not applicable.
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
Not applicable.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document
is incorporated: (1)Any annual report to security holders; (2) Any proxy or
information statement; and (3)Any prospectus filed pursuant to Rule 424(b)
or (c) under the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to
security holders for fiscal year ended December 24, 1980).
Not applicable.
PART I
Item 1. Business.
Omitted.
Item 1A. Risk Factors.
Omitted.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Omitted.
Item 3. Legal Proceedings.
Omitted.
Item 4. Mine Safety Disclosures.
Omitted.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
Omitted.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Omitted.
Item 9A. Controls and Procedures.
Omitted.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
Omitted.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
Omitted.
Item 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
No single obligor represents 10% or more of the pool assets held by the issuing
entity.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial
Information.
No entity or group of affiliated entities provides any external credit
enhancement or other support for the certificates within this transaction as
described under Item 1114 (a) of Regulation AB.
Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial
Information).
No entity or group of affiliated entities provides any derivative instruments or
other support for the certificates within this transaction as described under
Item 1115 of Regulation AB.
Item 1117 of Regulation AB, Legal Proceedings.
On or about December 23, 2009, the Federal Home Loan Bank of Seattle (the
"FHLB-Seattle") filed a complaint in the Superior Court for the State of
Washington (case number 09-2-46348-4 SEA) against the depositor, Redwood Trust,
Inc., Morgan Stanley & Co., and Morgan Stanley Capital I, Inc. (collectively,
the "FHLB-Seattle Defendants") alleging that the FHLB-Seattle Defendants made
false or misleading statements in offering materials for a mortgage
pass-through certificate (the "Seattle Certificate") issued in the Sequoia
Mortgage Trust 2005-4 securitization transaction (the "2005-4 RMBS") and
purchased by the FHLB-Seattle. Specifically, the complaint alleges that the
alleged misstatements concern the (1) loan-to-value ratio of mortgage loans and
the appraisals of the properties that secured loans supporting the 2005-4 RMBS,
(2) occupancy status of the properties, (3) standards used to underwrite the
loans, and (4) ratings assigned to the Seattle Certificate. The FHLB-Seattle
alleges claims under the Securities Act of Washington (Section 21.20.005, et
seq.) and seeks to rescind the purchase of the Seattle Certificate and to
collect interest on the original purchase price at the statutory interest rate
of 8% per annum from the date of original purchase (net of interest received)
as well as attorneys' fees and costs. The Seattle Certificate was issued with
an original principal amount of approximately $133 million, and, as of December
31, 2012, the FHLB-Seattle had received approximately $108 million of principal
and $10.9 million of interest payments in respect of the Seattle Certificate.
As of December 31, 2012, the Seattle Certificate had a remaining outstanding
principal amount of approximately $25 million. The claims were subsequently
dismissed for lack of personal jurisdiction as to the depositor and Redwood
Trust. The depositor and Redwood Trust agreed to indemnify the underwriters of
the 2005-4 RMBS for certain losses and expenses they might incur as a result of
claims made against them relating to this RMBS, including, without limitation,
certain legal expenses. The FHLB-Seattle's claims against the underwriters of
this RMBS were not dismissed and remain pending. Regardless of the outcome of
this litigation, the depositor and Redwood Trust could incur a loss as a result
of these indemnities.
On or about July 15, 2010, The Charles Schwab Corporation ("Schwab") filed a
complaint in the Superior Court for the State of California in San Francisco
(case number CGC-10-501610) against the depositor and 26 other defendants
(collectively, the "Schwab Defendants") alleging that the Schwab Defendants
made false or misleading statements in offering materials for various
residential mortgage-backed securities sold or issued by the Schwab Defendants.
With respect to the depositor, Schwab alleges that the depositor made false or
misleading statements in offering materials for a mortgage pass-through
certificate (the "Schwab Certificate") issued in the 2005-4 RMBS and purchased
by Schwab. Specifically, the complaint alleges that the misstatements for the
2005-4 RMBS concern the (1) loan-to-value ratio of mortgage loans and the
appraisals of the properties that secured loans supporting the 2005-4 RMBS, (2)
occupancy status of the properties, (3) standards used to underwrite the loans,
and (4) ratings assigned to the Schwab Certificate. Schwab alleges a claim for
negligent misrepresentation under California state law and seeks unspecified
damages and attorneys' fees and costs. The Schwab Certificate was issued with
an original principal amount of approximately $14.8 million, and, as of
December 31, 2012, Schwab had received approximately $12 million of principal
and $1.3 million of interest payments in respect of the Schwab Certificate. As
of December 31, 2012, the Schwab Certificate had a remaining outstanding
principal amount of approximately $2.8 million. The depositor has denied
Schwab's allegations. The depositor believes that this case is without merit,
and intends to defend the action vigorously. The depositor and Redwood Trust
agreed to indemnify the underwriters of the 2005-4 RMBS, which underwriters are
also named defendants in this action, for certain losses and expenses they
might incur as a result of claims made against them relating to this RMBS,
including, without limitation, certain legal expenses. Regardless of the
outcome of this litigation, the depositor and Redwood Trust could incur a loss
as a result of these indemnities.
On or about October 15, 2010, the Federal Home Loan Bank of Chicago
("FHLB-Chicago") filed a complaint in the Circuit Court of Cook County,
Illinois (case number 10-CH-45033) against the depositor and more than 45 other
named defendants (collectively, the "FHLB-Chicago Defendants") alleging that
the FHLB-Chicago Defendants made false or misleading statements in offering
materials for various residential mortgage-backed securities sold or issued by
the FHLB-Chicago Defendants or entities controlled by them. FHLB-Chicago
subsequently amended the complaint to name Redwood Trust and another one of
Redwood Trust's subsidiaries, RWT Holdings, Inc., as defendants. With respect
to Redwood Trust, RWT Holdings, and the depositor, the FHLB-Chicago alleges
that Redwood Trust, RWT Holdings, and the depositor made false or misleading
statements in the offering materials for two mortgage pass-through certificates
(the "Chicago Certificates") issued in the Sequoia Mortgage Trust 2006-1
securitization transaction (the "2006-1 RMBS") and purchased by the
FHLB-Chicago. The complaint alleges that the alleged misstatements concern,
among other things, the (1) loan-to-value ratio of mortgage loans and the
appraisals of the properties that secured loans supporting the 2006-1 RMBS, (2)
occupancy status of the properties, (3) standards used to underwrite the loans,
(4) ratings assigned to the Chicago Certificates, and (5) due diligence
performed on these mortgage loans. The FHLB-Chicago alleges claims under
Illinois Securities Law (815 ILCS Sections 5/12(F)-(H)) and North Carolina
Securities Law (N.C.G.S.A. Section 78A-8(2) & Section 78A-56(a)) as well as a
claim for negligent misrepresentation under Illinois common law. On some of the
causes of action, the FHLB-Chicago seeks to rescind the purchase of the Chicago
Certificates and to collect interest on the original purchase prices at the
statutory interest rate of 10% per annum from the dates of original purchase
(net of interest received). On one cause of action, the FHLB-Chicago seeks
unspecified damages. The FHLB-Chicago also seeks attorneys' fees and costs. The
first of the Chicago Certificates was issued with an original principal amount
of approximately $105 million and, at December 31, 2012, the FHLB Chicago had
received approximately $68 million of principal and $23 million of interest
payments in respect of this Chicago Certificate. As of December 31, 2012, this
Chicago Certificate had a remaining outstanding principal amount of
approximately $37 million. The second of the Chicago Certificates was issued
with an original principal amount of approximately $379 million and, at
December 31, 2012, the FHLB Chicago had received approximately $244 million of
principal and $78 million of interest payments in respect of this Chicago
Certificate. As of December 31, 2012, this Chicago Certificate had a remaining
outstanding principal amount of approximately $133 million (after taking into
account approximately $1.6 million of principal losses allocated to this
Chicago Certificate). The depositor, Redwood Trust, and RWT Holdings have
denied FHLB-Chicago's allegations. The depositor believes that this case is
without merit, and the depositor intends to defend the action vigorously. The
depositor and Redwood Trust agreed to indemnify the underwriters of the 2006-1
RMBS, which underwriters are also named defendants in this action, for certain
losses and expenses they might incur as a result of claims made against them
relating to this RMBS, including, without limitation, certain legal expenses.
Regardless of the outcome of this litigation, the depositor and Redwood Trust
could incur a loss as a result of these indemnities.
The business of the sponsor, the depositor, the seller and their affiliates has
included, and continues to include, activities relating to the acquisition and
securitization of residential mortgage loans. In addition, the business of the
sponsor has, in the past, included activities relating to the acquisition and
securitization of debt obligations and other assets through the issuance of
collateralized debt obligations (commonly referred to as CDO transactions).
Because of their involvement in the securitization and CDO businesses, the
sponsor, the depositor, the seller and their affiliates could become the
subject of litigation relating to these businesses, including additional
litigation of the type described above, and could also become the subject of
governmental investigations, enforcement actions, or lawsuits and governmental
authorities could allege that these entities violated applicable law or
regulation in the conduct of their business.
In fact, the sponsor and its affiliates have received, and responded to,
information requests and subpoenas from two governmental authorities (one by
the SEC relating to the sponsor's CDO business and one by the National Credit
Union Administration relating to a residential mortgage securitization
conducted by the sponsor and the depositor). It is possible that the sponsor,
the depositor, the seller or their affiliates might not be successful in
defending or responding to any litigation, governmental investigation or
related action and any losses incurred as a result of the resolution of any
such action or investigation could have a material adverse effect on the
sponsor, the depositor, the seller or their affiliates. In any case, regardless
of the merits of any allegation or legal action that may be brought against the
sponsor, the depositor, the seller or their affiliates, or of their success in
defending against such allegations or legal actions, the costs of defending
against any such allegation or legal action may be significant or material and
could have a material adverse effect on the sponsor, the depositor, the seller
or their affiliates.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related
Transactions.
The seller and servicing administrator, the sponsor and the depositor are each
wholly-owned subsidiaries of Redwood Trust, Inc. The seller maintains a
warehouse line of credit to finance its holdings of mortgage loans with Wells
Fargo Bank, N.A., also the master servicer and securities administrator. The
seller will use a portion of the proceeds of the sale of the certificates to
repay outstanding debt under that warehouse line of credit.
There is not currently, and there was not during the past two years, any
material business relationship, agreement, arrangement, transaction or
understanding that is or was entered into outside the ordinary course of
business or is or was on terms other than would be obtained in an arm's length
transaction with an unrelated third party, between (a) any of the seller, the
sponsor, the depositor and the issuing entity on the one hand and (b) any of
the trustee, any servicer, the custodian, the master servicer or any originator
of the mortgage loans on the other hand.
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on assessment of compliance with the servicing criteria for
asset-backed securities and the related attestation reports on such assessments
of compliance are attached hereto under Item 15.
The registrant has prepared the Table below in connection with this
transaction. The Table shows, in one compiled format, which entity
participating in a servicing function for this transaction was assigned
responsibility for each criterion in Item 1122(d). In the Table below, certain
criteria are not applicable, given the structure of the offering, and
accordingly no entity is assigned responsibility for such criteria.
SEQUOIA RESIDENTIAL FUNDING, INC.
Reg AB 1122(d)
Regulation AB Servicing Criteria Wells Fargo PHH Mortgage First Cenlar FSB,
Reference Bank, as Corp., as Republic as Servicer
Master Servicer Bank, as
Servicer, Servicer
Securities
Administrator
and Paying
Agent
General Servicing Considerations
1122(d)(1)(i) Policies and procedures are instituted X X X X
to monitor any performance or other triggers
and events of default in accordance with the
transaction agreements.
1122(d)(1)(ii) If any material servicing activities are X X X X
outsourced to third parties, policies and
procedures are instituted to monitor the
third party's performance and complaiance
with such servicing activities.
1122(d)(1)(iii) Any requirements in the transaction N/A N/A N/A N/A
agreements to maintain a back-up servicer
for the pool assets are maintained.
1122(d)(1)(iv) A fidelity bond and errors and omissions X X X X
policy is in effect on the party
participating in the servicing fuction
throughout the reporting period in the
amount of coverage required by and
otherwise in accordance with the terms of
the transaction agreements.
Cash Collection and Administration
1122(d)(2)(i) Payments on pool assets are deposited X X X X
into the appropriate bank collection
accounts and related bank clearing accounts
no more than two business days following
receipt, or such other number of days
specified in the transaction agreements.
1122(d)(2)(ii) Disbursements made via wire transfer on X X X X
behalf of an obligor or to an investor are
made only by authorized personnel.
1122(d)(2)(iii) Advances of funds or guarantees regarding X X X X
collections, cash flows or distributions,
and any interest or other fes charged for
such advances, are made, reviewed and
approved as specified in the transaction
agreements.
1122(d)(2)(iv) The related accounts for the transaction, X X X X
such as cash reserve accounts or accounts
established as a form of over
overcollateralization, are separately
maintained (e.g., with respect to
commingling of cash) as set forth in the
transaction agreements.
1122(d)(2)(v) Each collection account is maintained at a X X X X
federally insured depository institution
as set forth in the transaction agreements.
For purposes of this criterion, "federally"
insured depository institution" with
respect to a foreign financial
institution means a foreign financial
institution that meets the requirements
of Rule 13k-1(b)(1) of the Securities
Exchange Act.
1122(d)(2)(vi) Unissued checks are safeguarded so as to X X X
prevent unauthorized access.
1122(d)(2)(vii) Reconciliations are prepared on a monthly X X X X
basis for all asset-backed securities
related bank accounts, including collection
accounts and related bank clearing
accounts. These reconciliations are (A)
mathematically accurate; (B) prepared
within 30 calendar days after the bank
statement cutoff date, or such other
number of days specified in the transaction
agreements; (C) reviewed and approved by
someone other than the person who prepared
the reconciliation; and (D) contain
explanations for reconciling items.
These reconciling items are resolved within
90 calendar days of their original
identification, or such other number of
days specified in the transaction
agreements.
Investor Remittances and Reporting
1122(d)(3)(i) Reports to investors, including those to be X X X X
filed with the Commission, are maintained (Except NOT (Except NOT
in accordance with the transaction 1122(d)(3) 1122(d)(3)
agreements and applicable Commission (i)(C)) (i)(C))
requirements. Specifically, such reports
(A) are prepared in accordance with
timeframes and other terms set forth in the
transaction agreements; (B) provide
information calculated in accordance with
the terms specified in the transaction
agreements; (C) are filed with the
Commission as required by its rules and
regulations; and (D) agree with the
investors' or trustee's records as to the
total unpaid principal balance and number
of loans serviced by the Servicer.
1122(d)(3)(ii) Amounts due to investors are allocated and X X X X
remitted in accordance with timeframes
distribution priority and other terma set
forth in the transaction agreements.
1122(d)(3)(iii) Disbursements made to an investor are X X X X
posted within two business days to the
Servicer's investor records, or such other
number of days specified in the transaction
agreements.
1122(d)(3)(iv) Amounts remitted to investors per the X X X X
investor reports agree with cancelled
checks, or other form of payment, or
custodial bank statements.
Pool Asset Administration
1122(d)(4)(i) Collateral or security on pool assets X X X
is maintained as required by the
transaction agreements or related
pool asset documents.
1122(d)(4)(ii) Pool assets and related documents are X X X
safeguarded as required by the
transaction agreements.
1122(d)(4)(iii) Any additions, removals or substitutions X X X
to the asset pool are made, reviewed
and approved in accordance with
any conditions or requirements in the
transaction agreements.
1122(d)(4)(iv) Payments on pool assets, including any X X X
payoffs, made in accordance with related
pool asset documents are posted to the
Servicer's obligor records maintained no
more than two business days after
receipt, or such other number of days
specified in the transaction agreements,
and allocated to principal, interest, or
other items (e.g., escrow) in accordance
with the related pool asset documents.
1122(d)(4)(v) The Servicer's records regarding the X X X
pool assets agree with the Servicer's
records with respect to an obligor's
unpaid principal balance.
1122(d)(4)(vi) Changes with respect to the terms or X X X
status of an obligor's pool assets (e.g.,
loan modifications or re-agings) are
made, reviewed and approved by authorized
personnel in accordance with the
transaction agreements and related pool
asset documents.
1122(d)(4)(vii) Loss mitigation or recovery actions X X X
(e.g., forbearance plans, modifications
and deeds in lieu of foreclosure,
foreclosures and repossessions, as
applicable) are initiated, conducted, and
concluded in accordance with
the timeframes or other requirements
established by the transaction
agreements.
1122(d)(4)(viii) Records documenting collection efforts X X X
are maintained during the period a pool
asset is delinquent in accordance with
the transaction agreements. Such records
are maintained on at least a monthly
basis, or such other period specified in
the transaction agreements, and describe
the entity's activities in monitoring
delinquent pool assets including, for
exampl, phone calls, letters, and payment
rescheduling plans in cases where
delinquency is deemed temporary (e.g.,
illness or unemployment).
1122(d)(4)(ix) Adjustments to interest rates or rates X X X
of return for pool assets with variable
rates are computed based on the related
pool asset documents.
1122(d)(4)(x) Regarding any funds held in trust for X X X
an obligor (such as escrow accounts): (A)
such funds are analyzed, in accordance
with the obligor's pool asset documents,
on at least an annual basis, or such
other period specified in the transaction
agreements; (B) interest on such funds is
paid, or credited, to obligors in
accordance with applicable pool asset
documents and state laws; and (C) such
funds are returned to the obligor within
30 calendar days of full repayment of the
related pool asset, or such other number
of days specified in the transaction
agreements.
1122(d)(4)(xi) Payments made on behalf of an obligor X X X
(such as tax or insurance payments) are
made on or before the related penalty or
expiration dates, as indicated on the
appropriate bills or notices for such
payments, provided that such support has
been received by the servicer at least 30
calendar days prior to these dates, or
such other number of days specified in
the transaction agreements.
1122(d)(4)(xii) Any late payment penalties in X X X
connection with any payment to be made on
behalf of an obligor are paid from the
Servicer's funds and not charged to the
obligor, unless the late payment was due
to the obligor's error or omission.
1122(d)(4)(xiii) Disbursements made on behalf of an X X X
obligor are posted within two business
days to the obligor's records maintained
by the Servicer, or such other number of
days specified in the transaction
agreements.
1122(d)(4)(xiv) Delinquencies, charge-offs, and X X X X
uncollectible accounts are recognized and
recorded in accordance with the
transaction agreements.
1122(d)(4)(xv) Any external enhancement or other N/A N/A N/A N/A
support, identified in Item
1114(a)(1) through (3) or Item 1115 of
Regulation AB, is maintained as set
forth in the transaction agreements.
SEQUOIA RESIDENTIAL FUNDING, INC.
Reg AB 1122(d)
Regulation AB Servicing Criteria Redwood Residential Wells Fargo Bank, as
Reference Acquisition Custodian
Corporation, as
Servicing
Administrator
General Servicing Considerations
1122(d)(1)(i) Policies and procedures are instituted
to monitor any performance or other triggers
and events of default in accordance with the
transaction agreements.
1122(d)(1)(ii) If any material servicing activities are
outsourced to third parties, policies and
procedures are instituted to monitor the
third party's performance and complaiance
with such servicing activities.
1122(d)(1)(iii) Any requirements in the transaction N/A N/A
agreements to maintain a back-up servicer
for the pool assets are maintained.
1122(d)(1)(iv) A fidelity bond and errors and omissions
policy is in effect on the party
participating in the servicing fuction
throughout the reporting period in the
amount of coverage required by and
otherwise in accordance with the terms of
the transaction agreements.
Cash Collection and Administration
1122(d)(2)(i) Payments on pool assets are deposited
into the appropriate bank collection
accounts and related bank clearing accounts
no more than two business days following
receipt, or such other number of days
specified in the transaction agreements.
1122(d)(2)(ii) Disbursements made via wire transfer on
behalf of an obligor or to an investor are
made only by authorized personnel.
1122(d)(2)(iii) Advances of funds or guarantees regarding X
collections, cash flows or distributions,
and any interest or other fes charged for
such advances, are made, reviewed and
approved as specified in the transaction
agreements.
1122(d)(2)(iv) The related accounts for the transaction,
such as cash reserve accounts or accounts
established as a form of over
overcollateralization, are separately
maintained (e.g., with respect to
commingling of cash) as set forth in the
transaction agreements.
1122(d)(2)(v) Each collection account is maintained at a
federally insured depository institution
as set forth in the transaction agreements.
For purposes of this criterion, "federally"
insured depository institution" with
respect to a foreign financial
institution means a foreign financial
institution that meets the requirements
of Rule 13k-1(b)(1) of the Securities
Exchange Act.
1122(d)(2)(vi) Unissued checks are safeguarded so as to
prevent unauthorized access.
1122(d)(2)(vii) Reconciliations are prepared on a monthly
basis for all asset-backed securities
related bank accounts, including collection
accounts and related bank clearing
accounts. These reconciliations are (A)
mathematically accurate; (B) prepared
within 30 calendar days after the bank
statement cutoff date, or such other
number of days specified in the transaction
agreements; (C) reviewed and approved by
someone other than the person who prepared
the reconciliation; and (D) contain
explanations for reconciling items.
These reconciling items are resolved within
90 calendar days of their original
identification, or such other number of
days specified in the transaction
agreements.
Investor Remittances and Reporting
1122(d)(3)(i) Reports to investors, including those to be
filed with the Commission, are maintained
in accordance with the transaction
agreements and applicable Commission
requirements. Specifically, such reports
(A) are prepared in accordance with
timeframes and other terms set forth in the
transaction agreements; (B) provide
information calculated in accordance with
the terms specified in the transaction
agreements; (C) are filed with the
Commission as required by its rules and
regulations; and (D) agree with the
investors' or trustee's records as to the
total unpaid principal balance and number
of loans serviced by the Servicer.
1122(d)(3)(ii) Amounts due to investors are allocated and
remitted in accordance with timeframes
distribution priority and other terma set
forth in the transaction agreements.
1122(d)(3)(iii) Disbursements made to an investor are
posted within two business days to the
Servicer's investor records, or such other
number of days specified in the transaction
agreements.
1122(d)(3)(iv) Amounts remitted to investors per the
investor reports agree with cancelled
checks, or other form of payment, or
custodial bank statements.
Pool Asset Administration
1122(d)(4)(i) Collateral or security on pool assets X
is maintained as required by the
transaction agreements or related
pool asset documents.
1122(d)(4)(ii) Pool assets and related documents are X
safeguarded as required by the
transaction agreements.
1122(d)(4)(iii) Any additions, removals or substitutions
to the asset pool are made, reviewed
and approved in accordance with
any conditions or requirements in the
transaction agreements.
1122(d)(4)(iv) Payments on pool assets, including any
payoffs, made in accordance with related
pool asset documents are posted to the
Servicer's obligor records maintained no
more than two business days after
receipt, or such other number of days
specified in the transaction agreements,
and allocated to principal, interest, or
other items (e.g., escrow) in accordance
with the related pool asset documents.
1122(d)(4)(v) The Servicer's records regarding the
pool assets agree with the Servicer's
records with respect to an obligor's
unpaid principal balance.
1122(d)(4)(vi) Changes with respect to the terms or
status of an obligor's pool assets (e.g.,
loan modifications or re-agings) are
made, reviewed and approved by authorized
personnel in accordance with the
transaction agreements and related pool
asset documents.
1122(d)(4)(vii) Loss mitigation or recovery actions
(e.g., forbearance plans, modifications
and deeds in lieu of foreclosure,
foreclosures and repossessions, as
applicable) are initiated, conducted, and
concluded in accordance with
the timeframes or other requirements
established by the transaction
agreements.
1122(d)(4)(viii) Records documenting collection efforts
are maintained during the period a pool
asset is delinquent in accordance with
the transaction agreements. Such records
are maintained on at least a monthly
basis, or such other period specified in
the transaction agreements, and describe
the entity's activities in monitoring
delinquent pool assets including, for
exampl, phone calls, letters, and payment
rescheduling plans in cases where
delinquency is deemed temporary (e.g.,
illness or unemployment).
1122(d)(4)(ix) Adjustments to interest rates or rates
of return for pool assets with variable
rates are computed based on the related
pool asset documents.
1122(d)(4)(x) Regarding any funds held in trust for
an obligor (such as escrow accounts): (A)
such funds are analyzed, in accordance
with the obligor's pool asset documents,
on at least an annual basis, or such
other period specified in the transaction
agreements; (B) interest on such funds is
paid, or credited, to obligors in
accordance with applicable pool asset
documents and state laws; and (C) such
funds are returned to the obligor within
30 calendar days of full repayment of the
related pool asset, or such other number
of days specified in the transaction
agreements.
1122(d)(4)(xi) Payments made on behalf of an obligor
(such as tax or insurance payments) are
made on or before the related penalty or
expiration dates, as indicated on the
appropriate bills or notices for such
payments, provided that such support has
been received by the servicer at least 30
calendar days prior to these dates, or
such other number of days specified in
the transaction agreements.
1122(d)(4)(xii) Any late payment penalties in
connection with any payment to be made on
behalf of an obligor are paid from the
Servicer's funds and not charged to the
obligor, unless the late payment was due
to the obligor's error or omission.
1122(d)(4)(xiii) Disbursements made on behalf of an
obligor are posted within two business
days to the obligor's records maintained
by the Servicer, or such other number of
days specified in the transaction
agreements.
1122(d)(4)(xiv) Delinquencies, charge-offs, and
uncollectible accounts are recognized and
recorded in accordance with the
transaction agreements.
1122(d)(4)(xv) Any external enhancement or other N/A N/A
support, identified in Item
1114(a)(1) through (3) or Item 1115 of
Regulation AB, is maintained as set
forth in the transaction agreements.
The assessment of compliance with applicable servicing criteria for the twelve
months ended December 31, 2012, furnished pursuant to Item 1122 of Regulation AB
by PHH Mortgage (the "2012 PHH Assessment") for its platform, discloses that
material instances of noncompliance occurred with respect to the servicing
criteria described in Item and 1122(d)(4)(vii) of Regulation AB. The 2012 PHH
Assessment is attached to this Form 10-K as exhibit 33.3.
1122(d)(4)(vii) During the year ended December 31, 2012, the Asserting Party
could not provide documentation to support that foreclosure
and repossession procedures that were not concluded in
accordance with the timelines in the transaction agreements
were outside the control of the Asserting Party.
The assessment of compliance with applicable servicing criteria for the twelve
months ended December 31, 2012, furnished pursuant to Item 1122 of Regulation AB
by the Corporate Trust Services division of Wells Fargo Bank (the "2012 Wells
Assessment") for its platform, discloses that material instances of
noncompliance occurred with respect to the servicing criteria described in Items
1122(d)(3)(i)(B) and 1122(d)(3)(ii) of Regulation AB. The 2012 Wells Assessment
is attached to this Form 10-K as exhibit 33.6.
There were no instances of noncompliance for the transaction to which this Form
10-K relates that led to Wells Fargo's determination that there was material
instances of noncompliance at the platform level.
Management's assessment of compliance with the Applicable Servicing Criteria
set forth by the Securities and Exchange Commission in paragraph (d) of Item
1122 of Regulation AB as of December 31, 2012 and for the Period, disclosed
that material instances of noncompliance occurred with respect to the servicing
criteria set forth in both of Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as
follows:
* With respect to servicing criterion 1122(d)(3)(i)(B), certain reports to
investors did not provide information calculated in accordance with the terms
specified in the transaction agreements.
* With respect to servicing criterion 1122(d)(3)(ii), certain amounts due to
investors were not allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction agreements.
Management's Discussion on Material Instances of Noncompliance by the Company
Disclosure: During the Period, Wells Fargo identified Payment Errors (as
defined below) and Reporting Errors (as defined below) on certain residential
mortgage-backed securities ("RMBS") transactions in the Platform. Although no
individually identified error, in and of itself, was found to be material to
the Platform, when the errors were considered in the aggregate, Management
determined that, for Platform purposes, there were material instances of
noncompliance with respect to both Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii) of
Regulation AB.
For purposes of this Schedule B, the term "Payment Errors" means the identified
payment errors that occurred during the Period and that, when considered in the
aggregate, led to Management's determination that there was a material instance
of noncompliance for the Platform with respect to Item 1122(d)(3)(i)(B) of
Regulation AB. For purposes of this Schedule B, the term "Reporting Errors"
means the identified reporting errors that occurred during the Period and that,
when considered in the aggregate, led to Management's determination that there
was a material instance of noncompliance for the Platform with respect to Item
1122(d)(3)(ii) of Regulation AB.
The identified Payment Errors and Reporting Errors on such RMBS transactions
were attributable to certain failures in processes relating to waterfall
calculations and reporting that, although adapted over time, still
insufficiently addressed the impact of the unprecedented levels of collateral
degradation in RMBS transactions on the calculation of principal and interest
payments and losses and associated investor reporting.
Scope of the Material Instances of Noncompliance: The identified Payment Errors
and Reporting Errors that led to Management's determination that material
instances of noncompliance with respect to the Platform had occurred were
limited to certain RMBS transactions in the Platform. There were no identified
Payment Errors or Reporting Errors for non-RMBS transactions in the Platform
which contributed to Management's determination that there were material
instances of noncompliance for the Platform. In some instances, the identified
Payment Errors which contributed to Management's determination that there were
material instances of noncompliance for the Platform were also considered
material to the transactions on which they occurred. None of the identified
Reporting Errors which contributed to Management's determination that there
were material instances of noncompliance for the Platform were considered
material for a particular transaction. For all transactions in the Platform
(including RMBS transactions with identified Payment Errors and Reporting
Errors), Management delivered an Item 1123 certification to the extent it was
required to do so pursuant to the requirements of the applicable transaction
documents and Regulation AB. Where there was an identified Payment Error that
was considered material for an individual transaction, the Item 1123
certification included a description of the nature and scope of such error.
Remediation: Appropriate actions have been taken or are in the process of being
taken to remediate the identified Payment Errors and Reporting Errors that led
to Management's determination that material instances of noncompliance with
respect to the Platform had occurred. Further, adjustments have been or will be
made to the waterfall calculations and other operational processes and quality
control measures applied to the RMBS transactions in the Platform to minimize
the risk of future payment and reporting errors.
Material Instance of Noncompliance by any Vendor
NONE
Material Deficiencies in Company's Policies and Procedures to Monitor
Vendor's Compliance
NONE
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached hereto under Item 15.
Part IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Exhibits.
(31) Rule 13a-14(d)/15d-14(d) Certification.
(33) Reports on assessment of compliance with servicing criteria for
asset-backed securities.
33.1 Cenlar, FSB as Servicer
33.2 First Republic Bank as Servicer
33.3 PHH Mortgage Corporation as Servicer
33.4 Redwood Residential Acquisition Corporation as Servicing Administrator
33.5 Wells Fargo Bank, N.A. as Custodian
33.6 Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator
(34) Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Cenlar, FSB as Servicer
34.2 First Republic Bank as Servicer
34.3 PHH Mortgage Corporation as Servicer
34.4 Redwood Residential Acquisition Corporation as Servicing Administrator
34.5 Wells Fargo Bank, N.A. as Custodian
34.6 Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator
(35) Servicer compliance statement.
35.1 Cenlar, FSB as Servicer
35.2 First Republic Bank as Servicer
35.3 PHH Mortgage Corporation as Servicer
35.4 Redwood Residential Acquisition Corporation as Servicing Administrator
35.5 Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator
(b) Not applicable.
(c) Omitted.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Sequoia Residential Funding, Inc.
(Depositor)
/s/ John Isbrandtsen
John Isbrandtsen, Chairman of the Board and Chief Executive Officer
(senior officer in charge of securitization of the depositor)
Date: March 29, 2013
Exhibit Index
Exhibit No.
(31) Rule 13a-14(d)/15d-14(d) Certification.
(33) Reports on assessment of compliance with servicing criteria for
asset-backed securities.
33.1 Cenlar, FSB as Servicer
33.2 First Republic Bank as Servicer
33.3 PHH Mortgage Corporation as Servicer
33.4 Redwood Residential Acquisition Corporation as Servicing Administrator
33.5 Wells Fargo Bank, N.A. as Custodian
33.6 Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator
(34) Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
34.1 Cenlar, FSB as Servicer
34.2 First Republic Bank as Servicer
34.3 PHH Mortgage Corporation as Servicer
34.4 Redwood Residential Acquisition Corporation as Servicing Administrator
34.5 Wells Fargo Bank, N.A. as Custodian
34.6 Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator
(35) Servicer compliance statement.
35.1 Cenlar, FSB as Servicer
35.2 First Republic Bank as Servicer
35.3 PHH Mortgage Corporation as Servicer
35.4 Redwood Residential Acquisition Corporation as Servicing Administrator
35.5 Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator
