Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 3
(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: 333-159791-04
Sequoia Mortgage Trust 2011-2
(exact name of issuing entity as specified in its charter)
Sequoia Residential Funding, Inc.
(exact name of the depositor as specified in its charter)
RWT Holdings, Inc.
(exact name of the sponsor as specified in its charter)
New York 38-3851354
(State or other jurisdiction of 38-3851355
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 Website, 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/A or any amendment to this Form 10-K/A.
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/A (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.
EXPLANATORY NOTE
The purpose of this Amendment No. 3 ("Amendment No. 3") to our Annual Report on
Form 10-K for the fiscal year ended December 31, 2012, as filed with the
Securities and Exchange Commission on March 29, 2013 (the "Original Form
10-K"), and as amended by the Amendment No. 1 to such Original Form 10-K dated
and filed June 27, 2013, and as further amended by the Amendment No. 2 dated
and filed November 18, 2013 (as amended, the "Form 10-K"), is (i) to file a
revised Report on Assessment of Compliance with Servicing Criteria for Wells
Fargo Bank, National Association, as Custodian, dated August 12, 2013 as a
replacement to the Report on Assessment of Compliance with Servicing Criteria
filed as Exhibit 33.7 to the Form 10-K, and (ii) to file a revised Attestation
Report on Assessment of Compliance with Servicing Criteria for Wells Fargo
Bank, National Association, as Custodian, dated August 12, 2013 as a
replacement to the Attestation Report on Assessment of Compliance with
Servicing Criteria filed as Exhibit 34.7 to the Form 10-K. Each such
replacement is being made as a result of the receipt by Registrant of a letter,
dated August 13, 2013, from the Corporate Trust Services Division of Wells
Fargo Bank, National Association, a copy of which is filed as Exhibit 99.1 to
this Amendment No. 3, notifying Registrant of the revised reports referred to
in the preceding sentence and providing certain explanatory information related
to those reports and certain reports previously delivered by Wells Fargo Bank,
National Association, as Custodian. No other changes have been made to the Form
10-K other than the changes described above. This Amendment No. 3 does not
reflect subsequent events occurring after the original filing date of the Form
10-K.
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, the sponsor and the depositor are each wholly-owned subsidiaries of
Redwood Trust, Inc. Credit Suisse Securities (USA) LLC, an underwriter, is an
affiliate of DLJ Mortgage Capital, Inc. from which the depositor purchased some
of the mortgage loans as to which PHH Mortgage Corporation and First Republic
Bank are the originators. Select Portfolio Servicing, Inc., a servicer of 4.90%
by cut-off date stated principal balance of the mortgage loans, is an affiliate
of Credit Suisse Securities (USA) LLC, and DLJ Mortgage Capital, Inc. owns the
servicing rights to such mortgage loans.
Wells Fargo Bank, N.A., which is the master servicer, securities administrator
and custodian, is also an originator and initial servicer of 7.98% by cut-off
date stated principal balance of the mortgage loans. Wells Fargo Securities,
LLC, an underwriter, is an affiliate of Wells Fargo Bank, N.A.
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 either
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.
Also, U.S. Bank National Association ("U.S. Bank"), the trustee, does not
participate in any servicing function for the transaction that is the subject
of this 10-K filing. Therefore, there is no reference to U.S. Bank in the chart
below; nor does this 10-K filing include any assessment or auditor report from
U.S. Bank. Finally, any discrepancies between the chart below and the
assessment of compliance exhibit provided by any party listed in the chart is
explained by the fact that the chart is specific to the transaction that is the
subject of this 10-K filing, whereas each party's respective assessment of
compliance is issued on a platform basis and includes coverage of other
additional transactions that are not the subject of this 10-K filing.
SEQUOIA RESIDENTIAL FUNDING, INC.
SEMT 2011-2
Reg AB 1122(d)
Regulation AB Servicing Criteria Wells Fargo PHH Mortgage First SunTrust QBE First
Reference Bank, as Corp. Republic Mortgage Insurance
Master Bank Agency, Inc.
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 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 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 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
in accordance with the transaction 1122(d)(3) NOT 1122
agreements and applicable Commission (i)(C)) (d)(3)(i)
requirements. Specifically, such reports (C))
(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 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 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 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
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. (continued)
SEMT 2011-2
Reg AB 1122(d)
Regulation AB Servicing Criteria Select Wells Wells Fargo
Reference Portfolio Fargo Bank, as
Servicing Bank, Custodian
N.A., as
Servicer
General Servicing Considerations
1122(d)(1)(i) Policies and procedures are instituted 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
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
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
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
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
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
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
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
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
prevent unauthorized access.
1122(d)(2)(vii) Reconciliations are prepared on a monthly 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
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 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
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
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
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
safeguarded as required by the
transaction agreements.
1122(d)(4)(iii) Any additions, removals or substitutions 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
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
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
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
(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
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
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
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
(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
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
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
uncollectible accounts are recognized and
recorded in accordance with the
transaction agreements.
1122(d)(4)(xv) Any external enhancement or other
support, identified in Item
1114(a)(1) through (3) or Item 1115 of
Regulation AB, is maintained as set
forth in the transaction agreements.
PHH Mortgage Corporation
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/A as exhibit 33.2.
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.
PHH Mortgage Corporation does not believe that any of the subject loan
transactions constituted a 'material instance of noncompliance' because each
foreclosure proceeding delay was a permissible exception to the applicable
published Fannie Mae foreclosure timeline. Accordingly, there are no issues for
PHH Mortgage Corporation to remediate. Additionally, PHH Mortgage Corporation
has reviewed its records and determined that it has not conducted foreclosure
proceedings with respect to any of the mortgage loans included in this Sequoia
transaction.
The instances of noncompliance involving foreclosure and repossession
procedures that were not concluded in accordance with the timelines in the
transaction agreements were outside the control of PHH. The published Fannie
Mae foreclosure timelines vary by state. PHH Mortgage Corporation reviewed each
of the subject loan transactions in detail and concluded that, in each case,
the delay in concluding foreclosure proceedings was permissible under Fannie
Mae Servicing Guide Announcement SVC-2010-12 because the delay was due to
reasons and circumstances outside the control of PHH Mortgage Corporation.
These reasons and circumstances consisted of court delay, state mandated
documentation change delay, investor delay, attorney error delay, title delay,
bankruptcy delay, loss mitigation delay and contested foreclosure delay. The
above-described delays have had no effect on the transactions involving the
subject loans. None of the subject loans were included in this Sequoia
transaction.
SunTrust Mortgage, Inc.
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 SunTrust Mortgage, Inc. (the "2012 SunTrust Assessment") for its platform,
discloses that material instances of noncompliance occurred with respect to the
servicing criteria described in Items 1122(d)(1)(ii), 1122(d)(2)(v),
1122(d)(4)(vi), and 1122(d)(4)(vii) of Regulation AB. The 2012 SunTrust
Assessment is attached to this Form 10-K/A as exhibit 33.5.
1122(d)(1)(ii)
SunTrust Mortgage, Inc. discovered that there were inconsistent procedures in
place related to supplier functions, and that vendor management procedures were
not effectively being performed and evidenced including due diligence, license
monitoring, and performance management.
Remediation Activities
SunTrust Mortgage, Inc. has implemented a formal Vendor Management program to
provide oversight of all supplier functions, including the review of vendor
monitoring reports, vendor scorecard performance, and license monitoring.
(d)(2)(v)
SunTrust Mortgage, Inc. determined that certain custodial accounts are not held
at an institution with the rating as set forth in the transaction documents.
Remediation Activities
SunTrust Mortgage, Inc. has moved certain accounts and will transfer the
remaining affected custodial accounts to an appropriately rated bank by May 1,
2013.
(d)(4)(vi)
SunTrust Mortgage, Inc.'s loan modifications processes in some cases did not
meet certain time frames and did not adequately communicate with borrowers in
connection with loss mitigations reviews.
Remediation Activities
In 2012, SunTrust Mortgage, Inc. revised procedures, enhanced management
pipeline reports, and strengthened quality assurance inspection points, all
directed towards closing the gaps in the loss mitigation review process.
(d)(4)(vii)
SunTrust Mortgage, Inc. experienced foreclosure timeline delays due to
extended loss mitigation processing timelines, environmental delays including
those in the court system, and the implementation of new legislation and
regulation.
Remediation Activities
SunTrust Mortgage, Inc. updated its procedures, created milestone tracking
reports, enhanced its staffing models for this process and strengthened its
quality assurance inspection points, all directed towards ensuring that all
controllable foreclosure timeline delays are addressed.
Wells Fargo Bank, N.A.
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/A as exhibits 33.7 and 33.9.
There were instances of noncompliance for the transaction to which this Form
10-K/A relates that led to Wells Fargo's determination that there was material
instances of noncompliance at the platform level. However, such instances of
noncompliance were not deemed material at the transaction level and therefore
were not identified on the Item 1123 certification attached to this Form 10-K/A
on exhibit 33.5.
Material Instances of Noncompliance by the Company
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.
For purposes of Wells Fargo's disclosure below, reference is made to the
following defined terms.
"2012 Assessment" means, with respect to its Platform, the assessment of
compliance with applicable Item 1122(d) servicing criteria prepared by
management of Wells Fargo relating to the 2012 Reporting Period.
"2012 Attestation" means the compliance attestation report of KPMG LLP, the
independent registered public accounting firm engaged by Wells Fargo to issue
such compliance attestation report in connection with the 2012 Assessment, for
the 2012 Reporting Period.
"2012 Item 1122 Compliance Reports" means the 2012 Assessment and 2012
Attestation.
"2012 Reporting Period" means as of and for the year ending December 31, 2012.
"Identified Payment Errors" means, with respect to the 2012 Reporting Period,
the payment errors identified in the normal course of business and through
specific procedures performed in connection with the preparation of the 2012
Item 1122 Compliance Reports that led to the determination that there was a
material instance of noncompliance for Wells Fargo's Platform.
"Identified Reporting Errors" means, with respect to the 2012 Reporting Period,
the reporting errors identified in the normal course of business and through
specific procedures performed in connection with the preparation of the 2012
Item 1122 Compliance Reports that led to the determination that there was a
material instance of noncompliance for Wells Fargo's Platform.
"Model" means the Model Input, the Model Program and the processes related to
the Model Input and the Model Program that function together for the purpose of
calculating payments in accordance with the requirements of relevant
transaction documents.
"Model Errors" refers to Model Input Errors and Model Program Errors.
"Model Input" means data that is transmitted electronically or manually to a
Model such as data from a servicer, data from financial services information
providers, cash adjustments (such as reimbursable expenses) and information
from programs that perform interim calculations.
"Model Input Errors" means inaccurate or incomplete Model Input information,
inaccuracies in receiving or processing Model Input information or inaccuracies
in manual non-automated processing that lead to payment errors.
"Model Program" means Model programming logic designed to calculate payments in
accordance with transaction document requirements.
"Model Program Errors" means inaccurate or incomplete programming or logic in
the Model that does not produce calculations in accordance with the transaction
documents and therefore causes payment errors and/or reporting errors.
"Platform" means the trustee/master servicer/securities administrator/paying
agent platform designed by Wells Fargo that corresponds to the 2012 Assessment
consisting of approximately 2000 RMBS transactions in addition to other
commercial mortgage-backed security and asset-backed security transactions.
"RMBS" means residential mortgage-backed securities.
"Wells Fargo" means the Corporate Trust Services division of Wells Fargo Bank,
N.A.
Regarding specific failures in processes relating to waterfall calculations and
reporting:
Wells Fargo develops a unique Model for each transaction in its Platform. On
the whole, there are millions of calculations performed by the Models each
payment period for the thousands of transactions in the Platform.
Wells Fargo's waterfall payment calculation and reporting functions can be
categorized into three processes:
*Model Inputs,
*Model Programs, and
*transmission of each Model's output to the processes and systems that
generate investor reports.
In the 2012 Reporting Period, there were 84
Identified Payment Errors on RMBS transactions .
*40 of the 84 Identified Payment Errors resulted from Model Input Errors. For
example , in certain transactions, defaulted fixed rate loans became subject to
unanticipated rate modifications when the loans were modified in accordance
with industry loan modification initiatives. Because the transaction documents
did not contemplate the rate modifications, the Model Input process had to be
manually adapted to incorporate the rate changes. Model Input Errors occurred
when the manual adjustments were made.
*44 of the 84 Identified Payment Errors resulted from Model Program Errors.
For example, in many RMBS transactions, at the point credit support is depleted
(i.e. the principal balance of the subordinate bonds is reduced to zero),
payment allocations to the remaining senior bonds shift from a sequential
payment priority to a pro rata payment priority. In many cases, the transaction
documents require such shift to occur "on and after" the month in which credit
support is depleted and in other transactions the shift occurs "after" the
month in which credit support is depleted. Model Program Errors occurred when
some Model Programs shifted payment allocations from sequential to pro rata in
the wrong month inconsistent with the applicable transaction documents. In
addition, with respect to transaction documents which direct the payment
priority shift "on and after" credit support depletion, Model Program Errors
occurred because proper effect was not given to the word "on". There is an
order of operations in every waterfall that directs payments to bonds first and
allocations of losses to bonds second. Because credit support depletion most
often occurs from the allocation of losses to subordinate bonds, this order of
operation (i.e. payments first; losses second) would have to be reversed to
make a payment priority shift on the credit support depletion date. Model
Program Errors occurred when the order of operations was not reversed in this
manner.
For the 2012 Reporting Period, there were 148 Identified Reporting Errors on
RMBS transactions .
*84 of the 148 Identified Reporting Errors resulted from the 84 Identified
Payment Errors. Inaccurate payments led to inaccurate reporting.
*64 of the 148 Identified Reporting Errors were unrelated to the Identified
Payment Errors.
**36 of the 64 Identified Reporting Errors resulted from inaccurate/incomplete
bond reporting. Some examples of these 36 Identified Reporting Errors include
inaccurate reporting variables related to investor payments, incorrect tranche
balance reporting and incorrect trigger reporting.
**28 of the 64 Identified
Reporting Errors resulted from inaccurate/incomplete mortgage loan reporting.
Some examples of these 28 Identified Reporting Errors include incorrect
information on the collateral statement portion of the investor report,
inaccurate delinquency reporting and inaccurate loan level performance
reporting.
What you mean by "unprecedented levels of collateral degradation" and why that
would have any effect on the calculation of the waterfall:
"Unprecedented levels of collateral degradation" refers to the significant
decrease in mortgage loan performance experienced by RMBS transactions
generally over the past several years. The significant decrease in loan
performance is evidenced by the fact that over 50 percent of the RMBS
transactions in Wells Fargo's Platform have reached credit support depletion.
This is a significant event because waterfall payment priorities for the senior
bonds typically change at that point.
One reason why high levels of RMBS mortgage loan performance degradation affect
waterfall calculations is because such degradation contributes to Model Input
Errors. One example of such Model Input Errors relates to the extensive level
of mortgage loan delinquencies and the resulting extensive levels of servicer
advancing. High levels of advancing lead to both high advance recoveries by
servicers in single distribution periods and increased servicer stop advance
decisions. These phenomena require manual processing which can result in Model
Input Errors.
The high level of RMBS mortgage loan performance degradation has also
contributed to Model Program Errors. The extensive collateral losses in RMBS
transactions have triggered waterfall scenarios that were considered unlikely
to occur at the inception of the transactions (if they were considered at all)
and were not as clearly detailed as other provisions in the transaction
agreements that direct waterfall calculations and distributions. At Model
creation, those waterfall scenarios were not forecasted to reach the levels of
underperformance that RMBS mortgage loans have experienced. Because of such
lack of forecasting and the absence of benchmark data for such scenarios from
the underwriters/sponsors of the transactions or other sources, Wells Fargo was
unable to test and validate such waterfall scenarios. As a result, Model
Program Errors occurred.
What you mean by "adapted over time":
"Adapted over time" refers to the fact that Model Programs and Model Inputs and
the processes related to Model Programs and Model Inputs are, over the life of
a transaction, constantly being adjusted in an effort to ensure accurate
payments. Continual adjustments are required because the transactions and
securities to which the Models relate are very complex and the technology and
processes related to Model Programs and Model Inputs are equally complex. The
level of adjustment needed for Model Programs, Model Inputs, and related
processes increased as mortgage loan performance degradation increased.
Regarding "Payment Errors" and "Reporting Errors":
The Identified Payment Errors and the Identified Reporting Errors were
generally similar in type to the payment and reporting errors that led to the
determination that there was a material instance of noncompliance for the 2011
assessment of compliance. However, the transactions on which the errors
occurred and the exact circumstances and details giving rise to the Identified
Payment Errors and Identified Reporting Errors in 2012 were different than
2011. The correction of the 2011 identified payment errors and reporting errors
was specific to the Models for the affected transactions and such corrections
do not preclude the possibility that a similar type of error would occur on a
different transaction with a different Model in 2012.
Examples of Model Program Errors that occurred similarly in both years involve
(i) post-credit support depletion loss allocation methodology and payment
priority rules (e.g., pro rata versus sequential), and (ii) the calculation of
group-directed cash flows, interest calculation elements (rate, accrual day
logic, etc.), and pre-credit support depletion loss allocation.
Examples of Model Input Errors that occurred similarly in both years involve
(i) improper coding of cash adjustments and using incorrect prior month data,
(ii) loan modification inputs related to capitalization of delinquent amounts
and the recovery of advances related thereto and modified interest rates in
certain transaction structures, and (iii) cash adjustments related to servicer
advance reimbursements that caused errors in certain calculations (e.g., the
net weighted average coupon rate calculations).
Comparing the Identified Reporting Errors to the identified reporting errors in
2011, a substantial number in each year were caused by the payment errors
(i.e., reporting an incorrect payment). There were other reporting errors in
both years that related to missing and incorrect bond information and missing
and incorrect mortgage loan information.
Whether the payment errors resulted in overpayments or underpayments to
investors:
In most cases, the Identified Payment Errors were a combination of overpayments
to one or more classes of investors or transaction parties and corresponding
underpayments to one or more other classes of investors or other transaction
parties. Therefore, most of the Identified Payment Errors consisted of
overpayments and underpayments that netted to zero because all the cash that
was received from a transaction party in a payment cycle was distributed to
investors or other transaction parties on the related payment date .
The types of reporting errors that occurred and how they related to the payment
errors:
84 of the 148 Identified Reporting Errors were caused by the Identified Payment
Errors in that the incorrect payment led to incorrect reporting. Since the
Identified Payment Errors were calculated incorrectly, the payments were
reported incorrectly. The remaining 64 of the 148 Identified Reporting Errors
were not caused by the Identified Payment Errors. Those 64 Identified Reporting
Errors consisted of missing or inaccurate information related to various bond
reporting and mortgage loan reporting elements.
Whether investors whose payments were impacted were notified of the errors and,
if so, how they were notified:
Investors received notice of the Identified Payment Errors by means of the
posting to Wells Fargo's website of corrected payment date statements.
Investors received notice of Investor Reporting Errors by either a revised
statement in connection with a restatement of the affected distributions or by
correcting the reporting error on the next payment date statement.
Whether any underpayments were paid or will be paid to investors and, if so,
when the payments were made or will be made:
With one exception , Identified Payment Errors that resulted in underpayments
to investors were rectified by means of restating affected distribution
periods. The restatements occurred between February 1, 2012 and March 1, 2013.
Whether any future payments were adjusted to account for overpayments:
With one exception described in footnote 8, Identified Payment Errors that
resulted in overpayments to investors were rectified by restating the affected
distribution periods. Except with respect to one Identified Payment Error on
one transaction unrelated to the transactions to which the Comment Letter
relates, no future payments were adjusted in connection with overpayment
errors. In that one case, distributions to one class of certificates were
adjusted over three distribution dates and such adjustment was disclosed on the
respective distribution date statements.
Regarding remediation of the identified errors and any adjustments 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:
The specific actions that have been taken or are in the process of being taken
to remediate the identified payment errors and reporting errors:
Except as discussed in footnote 8, Wells Fargo has remediated all of the 84
Identified Payment Errors through restatements of the affected distribution
periods. The restatements occurred between February 1, 2012 and March 1, 2013.
Wells Fargo has remediated all 148 Identified Reporting Errors by either
issuing a revised statement in connection with a restatement of the affected
payments or by ensuring that the reporting element in question was correctly
reported on the next payment date statement.
The specific adjustments that 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:
Wells Fargo has determined to address not only the specific errors that led to
the determination of material instances of non-compliance on the RMBS component
of its Platform, but also to take proactive measures to identify other problems
with its Models that could cause payment or reporting errors. Accordingly,
Wells Fargo has undertaken an expansive project to identify, rectify and
prevent problems with its Models and the individual transactions that exhibited
these problems. Wells Fargo is in the early stages of this project. Due to the
size of the RMBS component of its Platform, this is a long term, intensive
project involving significant internal and external resources. In conjunction
with other steps taken, Wells Fargo believes that this initiative will result
in ongoing improvements to its payment and reporting processes.
Any other steps that Wells Fargo has undertaken or will undertake to ensure
that similar errors do not occur in the future:
Throughout 2012 and 2013, Wells Fargo has adopted numerous other initiatives in
an effort to add rigor to its operational processes and quality control
measures. The initiatives relate to both preventing Model Errors and
identifying and correcting Model Errors. Examples of measures to prevent Model
Errors include, among other things, enhancements to its (i) new Model creation
procedures, (ii) procedures for pre-closing review of waterfall language in
transaction documents, and (iii) procedures for pre-payment date testing of
transaction level payment calculations and reporting elements. Examples of
measures to identify and correct Model Errors include, among other things, (a)
enhanced procedures relating to Model revisions, (b) the creation of a team
charged with conducting a careful analysis of every Model Error to determine if
any additional controls are necessary to prevent the errors from re-occurring,
and (c) the creation of a team to proactively perform Model Program corrections
to prevent future Model Errors. Wells Fargo has hired over two dozen additional
staff and reorganized various teams to more effectively manage the
above-mentioned operational processes and quality control measures.
^1While there were also some Identified Payment Errors on CMBS and ABS
transactions in the Platform, Schedule B to the 2012 Assessment says "[T]he
identified Payment Errors and Reporting Errors that led to Management's
determination that material instances of noncompliance with respect to the
Platform had occurred was 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".
Accordingly, the statistics provided in this response relating to Identified
Payment Errors and Identified Reporting Errors are limited to RMBS transactions
in the Platform.
^2Because it would be impractical to provide a detailed
explanation of each of the 84 Identified Payment Errors, Wells Fargo has
endeavored in its responses to questions 5, 6 and 7 to provide meaningful
examples of the Identified Payment Errors and Identified Reporting Errors. The
examples are illustrative but not representative of every individual error or
error type.
^3See footnote 1.
^4A stop advance decision is made by a servicer when, with respect to any
advance made in the past or any proposed future advance, it determines that
such advances will not be recoverable from collections on the loan or from
liquidation proceeds.
^5There were principally two types of benchmark data used: decrement tables and
underwriter/sponsor cash flow projections. The decrement tables in offering
documents generally only projected out at pricing speeds with zero loss
assumptions. Reconciling Models with those decrement tables based on those
assumptions would not have exposed the stresses on the Model Programs resulting
from the significant mortgage loan performance degradation in recent years. In
addition, cash flow projections received from the underwriters/sponsors at the
time of deal issuance were projected at minimal losses which were not severe
enough to expose the stresses on the Model Programs resulting from the
significant collateral degradation in recent years.
^6While most Identified Payment Errors netted to zero, a small number of the
Identified Payment Errors did not net to zero. Identified Payment Errors that
did not net to zero occurred when, inadvertently, either (i) less than 100
percent the cash that was received from a transaction party (such as a
servicer) in a payment cycle was distributed to investors or other transaction
parties on the related payment date leaving cash in the transaction's
distribution account or (ii) an amount greater than 100 percent of the cash
that was received from a transaction party (such as a servicer) in a payment
cycle was distributed to investors or other transaction parties on the related
payment date causing an overdraft of the transaction's distribution account.
The scenario described in clause (i) explains the majority of circumstances
where overpayments and underpayments did not net to zero.
^7As used in this response, the term "restatement" and the phrase "restating
affected distribution periods" means the correction of an overpayment or
underpayment experienced by a class of book-entry securities by (i) submitting
a revised payment date statement for each affected distribution period to the
Depository Trust Company ("DTC") by which the DTC adjusts the accounts of the
overpaid and underpaid classes, and (ii) the posting of such revised payment
date statement to Wells Fargo's website. In accordance with its current policy,
the DTC revises up to twelve months of affected distributions. On a limited
number of occasions when the affected distribution periods extended beyond such
twelve month time frame, Wells Fargo included adjustments for the additional
distribution periods in the restatement of the twelve distribution periods and
notified investors of this fact on the revised payment date statements. The
process is similar for physical securities except that Wells Fargo interacts
directly with affected holders as opposed to interacting with the DTC.
^8There is one underpayment of $4992.92 (and a corresponding overpayment of the
same amount) from March 2012 which has not been remedied. The underpayment did
not occur on any transaction to which the Commission's Comment Letter directly
relates. Wells Fargo is in the process of determining an appropriate course of
action with regard to this underpayment.
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 First Republic Bank as Servicer
33.2 PHH Mortgage Corporation as Servicer
33.3 QBE FIRST Insurance Agency, Inc. as Sub-Contractor for SunTrust Mortgage, Inc.
33.4 Select Portfolio Servicing, Inc. as Servicer
33.5 SunTrust Mortgage, Inc. as Servicer
33.6 Wells Fargo Bank, N.A. as Servicer
33.7 Wells Fargo Bank, N.A. as Custodian
33.8 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 First Republic Bank as Servicer
34.2 PHH Mortgage Corporation as Servicer
34.3 QBE FIRST Insurance Agency, Inc. as Sub-Contractor for SunTrust Mortgage, Inc.
34.4 Select Portfolio Servicing, Inc. as Servicer
34.5 SunTrust Mortgage, Inc. as Servicer
34.6 Wells Fargo Bank, N.A. as Servicer
34.7 Wells Fargo Bank, N.A. as Custodian
34.8 Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator
(35) Servicer compliance statement.
35.1 First Republic Bank as Servicer
35.2 PHH Mortgage Corporation as Servicer
35.3 Select Portfolio Servicing, Inc. as Servicer
35.4 Wells Fargo Bank, N.A. as Servicer
35.5 Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator
99.1 Letter dated August 13, 2013 from the Corporate Trust Services
Division of Wells Fargo Bank, National Association as Custodian to the
Registrant regarding compliance with applicable servicing criteria for
asset-backed securities by Wells Fargo Bank, National Association, as
Custodian.
(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: December 11, 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 First Republic Bank as Servicer
33.2 PHH Mortgage Corporation as Servicer
33.3 QBE FIRST Insurance Agency, Inc. as Sub-Contractor for SunTrust Mortgage, Inc.
33.4 Select Portfolio Servicing, Inc. as Servicer
33.5 SunTrust Mortgage, Inc. as Servicer
33.6 Wells Fargo Bank, N.A. as Servicer
33.7 Wells Fargo Bank, N.A. as Custodian
33.8 Wells Fargo Bank, N.A. as Master Servicer, Securities Administrator, and Paying Agent
(34) Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
34.1 First Republic Bank as Servicer
34.2 PHH Mortgage Corporation as Servicer
34.3 QBE FIRST Insurance Agency, Inc. as Sub-Contractor for SunTrust Mortgage, Inc.
34.4 Select Portfolio Servicing, Inc. as Servicer
34.5 SunTrust Mortgage, Inc. as Servicer
34.6 Wells Fargo Bank, N.A. as Servicer
34.7 Wells Fargo Bank, N.A. as Custodian
34.8 Wells Fargo Bank, N.A. as Master Servicer, Securities Administrator, and Paying Agent
(35) Servicer compliance statement.
35.1 First Republic Bank as Servicer
35.2 PHH Mortgage Corporation as Servicer
35.3 Select Portfolio Servicing, Inc. as Servicer
35.4 Wells Fargo Bank, N.A. as Servicer
35.5 Wells Fargo Bank, N.A. as Master Servicer, Securities Administrator, and Paying Agent
99.1 Letter dated August 13, 2013 from the Corporate Trust Services
Division of Wells Fargo Bank, National Association as Custodian to the
Registrant regarding compliance with applicable servicing criteria for
asset-backed securities by Wells Fargo Bank, National Association, as
Custodian.
