October 18, 2013
| Rolaine S. Bancroft, Esq. | |
| Arthur Sandel, Esq. | |
| Division of Corporation Finance | Phillip R. Pollock |
| Office of Structured Finance | 415.772.9679 direct |
| Securities and Exchange Commission | ppollock@weintraub.com |
| Washington, DC 20549 |
| Re: | Sequoia Mortgage Trust 2011-1 |
| Sequoia Mortgage Trust 2011-2 | |
| Sequoia Mortgage Trust 2012-1 | |
| Sequoia Mortgage Trust 2012-2 | |
| Sequoia Mortgage Trust 2012-3 | |
| Forms 10-K for the Fiscal Year Ended December 31, 2012 | |
| Filed March 29, 2013 | |
| File No. 333-159791-03, 333-159791-04, 333-159791-05, 333-159791-06 and 333-179292-02 |
Dear Ms. Bancroft and Mr. Sandel:
On behalf of Sequoia Residential Funding, Inc. (the “Registrant” or the “Depositor”), we are responding to the comment letters (the “Comment Letters”) from the staff of the Securities and Exchange Commission (the “Staff”) regarding the above-referenced Form 10-Ks.
We file as exhibits A, B, C, D and E, respectively, to this correspondence, drafts of an Amendment No. 2 to Form 10-K for each of Sequoia Mortgage Trust 2011-1, Sequoia Mortgage Trust 2011-2, Sequoia Mortgage Trust 2012-1, Sequoia Mortgage Trust 2012-2 and Sequoia Mortgage Trust 2012-3 (the “Sequoia 10-Ks”).
Please note that each draft Amendment No. 2 to the Sequoia 10-Ks that is included with this correspondence addresses all Staff comments received in connection with the Sequoia 10-Ks filed on March 29, 2013. We include below a summary of Staff Comments and what action was taken.
| 1. | With respect to Staff comments received regarding certain Trustees that do not perform any servicing functions and why certain exhibits were not filed for such Trustees (Staff Comment Letter dated July 15, 2013), the following revisions were made to the Form 10-Ks. |
Response: In the Amendment No. 2 to each of the Sequoia Form 10-Ks we have added some disclosure in the body of the 10-K above the servicing chart outlining servicing duties performed by each entity to clarify that the Trustee in each case does not perform any servicing function.
Rolaine S. Bancroft, Esq.
Arthur Sandel, Esq.
Securities and Exchange Commission
October 18, 2013
Page 2
| 2. | Please revise Cenlar FSB’s reports on assessment of compliance to remove such qualifying language (Staff Comment Letter dated July 15, 2013). |
Response: For each transaction in which Cenlar FSB was a servicer, the Amendment No. 2 to each of the Sequoia Form 10-Ks includes such revised 2012 Management Assessment from Cenlar FSB as Exhibit 33.1.
| 3. | We note that the material instance of noncompliance identified by PHH Mortgage Corporation (“PHH”) involving the servicing criterion listed in Item 1122(d)(4)(vii) arose because PHH 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 PHH. While we note that each assessment of compliance with applicable servicing criteria contains a statement by Sequoia Residential Funding, Inc. that it has been advised by PHH that the identified material instance of noncompliance did not involve any assets of the subject transaction, the body of the Forms 10-K should also include this statement. Please revise. Additionally, please revise to describe whether PHH has taken any steps to remediate the identified material instance of noncompliance, and if not, describe why not. (Staff Comment Letter dated July 15, 2013). |
Response: We have included such statement that the identified material instance of noncompliance did not involve any assets of the subject Sequoia transaction in the body of each Amendment No. 2 to the Sequoia 10-Ks involving PHH, under “ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB, Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.” We also added in to each such section disclosure language provided by PHH regarding any remediation steps taken by PHH.
| 4. | Please revise the assessment of compliance report by Redwood Residential Acquisition Corporation to remove such qualifying language (Staff Comment Letter dated July 15, 2013). |
Response: For each transaction in which Redwood Residential Acquisition Corporation (“RRAC”) served as servicing administrator, the Amendment No. 2 to each of the Sequoia Form 10-Ks includes such revised 2012 Management Assessment from RRAC as Exhibit 33.4.
Rolaine S. Bancroft, Esq.
Arthur Sandel, Esq.
Securities and Exchange Commission
October 18, 2013
Page 3
| 5. | Commitments made with Respect to Future Year Filings (Staff Comment Letter dated July 15, 2013). |
Response:
| · | Wells Fargo will ensure that any future filings for the referenced transactions contain a single exhibit for its assessment of compliance with applicable servicing criteria. |
| · | Each of RRAC, First Republic Bank, PHH and Wells Fargo confirms that in their respective future filings, the servicer compliance statements that are filed will conform to the form and content of Item 1123 of Regulation AB by referring to the “reporting period” instead of the “calendar year.” |
| 6. | The servicer compliance statements provided by Wells Fargo, as master servicer and securities administrator, cover the authorized officer’s review of Wells Fargo’s activities but do not cover such officer’s review of Wells Fargo’s performance under the applicable servicing agreement. Please amend the relevant Forms 10-K to provide servicer compliance statements that conform to the form and content of Item 1123 of Regulation AB (Staff Comment Letter dated July 15, 2013). |
Response: The Amendment No. 2 to each of the Sequoia Form 10-Ks includes such revised servicer compliance statement Exhibit from Wells Fargo, each conforming to the form and content of Item 1123 of Regulation AB by including the phrase “and its performance under the Agreement”.
| 7. | Please revise the Forms 10-K to incorporate into your disclosure of Wells Fargo’s material instances of noncompliance the information discussed in these responses (Staff Comment Letter dated September 4, 2013). |
Response: The Amendment No. 2 to each of the Sequoia Form 10-Ks includes in the body of each 10-K such disclosure of Wells Fargo’s material instances of noncompliance.
Rolaine S. Bancroft, Esq.
Arthur Sandel, Esq.
Securities and Exchange Commission
October 18, 2013
Page 4
| 8. | The servicer compliance statements provided by PHH do not appear to address all the requirements of Item 1123 of Regulation AB. Please revise (Staff Comment Letter dated July 15, 2013). Please revise these servicer compliance statements to identify or define the “Agreement” that is being referenced therein (Staff Comment Letter dated September 4, 2013). |
Response: The Amendment No. 2 to each of the Sequoia Form 10-Ks involving PHH includes such revised servicer compliance statement Exhibit from PHH and each such servicer compliance statement defines the “Agreement” that is being referenced therein.
| 9. | Similarly, please revise the servicer compliance statements of First Republic Bank to identify or define the “Agreement” and the “Reconstitution Agreement” that are being referenced therein (Staff Comment Letter dated September 4, 2013). |
Response: The Amendment No. 2 to each of the Sequoia Form 10-Ks involving First Republic Bank includes such revised servicer compliance statement Exhibit from First Republic Bank to define the “Agreement” and “Reconstitution Agreement” that is being referenced therein. Also, the servicer compliance statements for First Republic Bank now conform to the form and content of Item 1123 of Regulation AB by referring to the “reporting period” instead of the “calendar year.”
If you have any questions or would like further information, please do not hesitate to contact me at (415) 772-9679 or my colleague Stacy K. Stecher at (415) 772-9642.
Very truly yours,
weintraub tobin chediak coleman grodin
LAW CORPORATION
/s/ Phillip R. Pollock
Phillip R. Pollock
PRP/sks
cc: Mr. Andrew Stone, Sequoia Residential Funding, Inc.
Exhibit A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 2
(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: 333-159791-03
Sequoia Mortgage Trust 2011-1
(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 38-3832478
(State or other jurisdiction of 38-3832479
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.
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 is the originator.
One of the independent directors of the depositor is an employee of Jefferies &
Company, Inc., an underwriter.
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, Citibank N.A. ("Citibank"), 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 Citibank in the chart below; nor does this
10-K filing include any assessment or auditor report from Citibank. 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 2011-1
Reg AB 1122(d)
Regulation AB Servicing Criteria Wells Fargo PHH Mortgage First Wells Fargo, Wells Fargo
Reference Bank, N.A. Corp. Republic as Paying Bank, N.A. as
as Master Bank Agent Custodian
Servicer and
Securities
Administrator
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
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
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
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
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
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
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
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 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
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 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 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.
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.
Wells Fargo Bank
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 33.3 and 33.5.
There were no 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.
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 Wells Fargo Bank, N.A. as Paying Agent
33.4 Wells Fargo Bank, N.A. as Custodian
33.5 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 Wells Fargo Bank, N.A. as Paying Agent
34.4 Wells Fargo Bank, N.A. as Custodian
34.5 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 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: October __, 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 Wells Fargo Bank, N.A. as Paying Agent
33.4 Wells Fargo Bank, N.A. as Custodian
33.5 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 Wells Fargo Bank, N.A. as Paying Agent
34.4 Wells Fargo Bank, N.A. as Custodian
34.5 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 Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator
EX-31 Rule 13a-14(d)/15d-14(d) Certification.
I, John Isbrandtsen, certify that:
1.I have reviewed this report on Form 10-K/A and all reports on Form 10-D
required to be filed in respect of the period covered by this report on
Form 10-K/A of Sequoia Mortgage Trust 2011-1 (the "Exchange Act periodic
reports");
2.Based on my knowledge, the Exchange Act periodic reports, taken as a
whole, do not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period
covered by this report is included in the Exchange Act periodic reports;
4.Based on my knowledge and the servicer compliance statements required
in this report under Item 1123 of Regulation AB, and except as
disclosed in the Exchange Act periodic reports, the servicers have
fulfilled their obligations under the servicing agreements in all
material respects; and
5.All of the reports on assessment of compliance with servicing criteria
for asset-backed securities and their related attestation reports on
assessment of compliance with servicing criteria for asset-backed
securities required to be included in this report in accordance with
Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18
have been included as an exhibit to this report, except as otherwise
disclosed in this report. Any material instances of noncompliance
described in such reports have been disclosed in this report on Form
10-K/A.
In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties: First
Republic Bank as Servicer, PHH Mortgage Corporation as Servicer, Wells
Fargo Bank, N.A. as Paying Agent, Wells Fargo Bank, N.A. as Custodian
and Wells Fargo Bank, N.A. as Master Servicer and Securities
Administrator .
Dated: October __, 2013
/s/ John Isbrandtsen
Signature
Chairman of the Board and Chief Executive Officer
(senior officer in charge of securitization of the depositor)
EX-33.1
(logo) FIRST REPUBLIC BANK
It's a priviledge to serve you
Management Assessment
Management of First Republic Bank (the Bank) is responsible for assessing
compliance with the applicable servicing criteria set forth in Item 1122(d) of
Regulation AB of the Securities and Exchange Commission relating to the
servicing of residential mortgage loans serviced for others (the Platform) as
of and for the year ended December 31, 2012, except for servicing criteria Item
1122(d)(1)(iii), 1122(d)(3)(i)(C), and Item 1122(d)(4)(xv), which the Bank has
determined are not applicable to the activities it performs with respect to the
Platform. Appendix A identifies the individual asset-backed transactions and
securities defined by management as constituting the Platform.
With respect to servicing criteria Item 1122(d)(4)(iv), 1122(d)(4)(xi), and
1122(d)(4)(xii), management has engaged various vendors to perform the
activities required by these servicing criteria. The Bank's management has
determined that none of these vendors is considered a "servicer" as defined in
Item 1101(j) of Regulation AB, and the Bank's management has elected to take
responsibility for assessing compliance with the servicing criteria applicable
to each vendor as permitted by Interpretation 17.06 of the SEC Division of
Corporation Finance Manual of Publicly Available Telephone Interpretations
("Interpretation 17.06"). Management has policies and procedures in place
designed to provide reasonable assurance that the vendors' activities comply in
all material respects with the servicing criteria applicable to each vendor. The
Bank's management is solely responsible for determining that it meets the SEC
requirements to apply Interpretation 17.06 for the vendors and related
criteria.
The Bank's management has assessed the Bank's compliance with the applicable
servicing criteria as of and for the year ended December 31, 2012. In making
this assessment, management used the criteria set forth by the Securities and
Exchange Commission in paragraph (d) of Item 1122 of Regulation AB, except for
the servicing criteria listed above, which the Bank has determined are not
applicable to the activities it performs.
Based on such assessment, management has concluded that, as of and for the year
ended December 31, 2012, the Bank has complied in all material respects with
the servicing criteria set forth in Item 1122(d) of Regulation AB of the
Securities and Exchange Commission relating to the servicing of the Platform.
KPMG LLP, a registered public accounting firm, has issued an attestation report
with respect to management's assessment of compliance with the applicable
servicing criteria as of and for the year ended December 31, 2012.
/s/ Willis H. Newton, Jr. Feb 26, 2013
Willis H. Newton Jr. Date
Executive Vice President and Chief Financial Officer
San Francisco Palo Alto Los Angeles Santa Barbara Newport Beach
San Diego Portland Boston Greenwich New York
111 PINE STREET, SAN FRANCISCO, CALIFORNIA 94111, TEL (415) 392-1400 OR (800)
392-1400, FAX (415) 392-1413
CONVENIENT INTERNET BANKING AT www.firstrepublic.com * MEMBER FDIC
(page)
/s/ Nancy Segreto 2-26-2013
Nancy Segreto Date
Senior Vice President, Lending Services
/s/ Tony Sachs 2-26-2013
Tony Sachs Date
Vice President, Lending Strategy, Products, and Sales
(page)
APPENDIX A
Investor # Investor Name Loan Count Balance
70 Intrepid LLLP 10 $7,994,983.10
120 Redwood Trust (Bear Stearns) 41 $37,883,732.22
122 Sequioa 2007-2 54 $59,087,187.83
123 SEMT 2007-3 14 $18,859,040.60
162 Citigroup Mortgage Loan Turst Series 2005-6 43 $25,911,492.79
163 SAMI II 2005-AR5 117 $120,160,081.38
164 MLCC 2005-3 52 $48,689,894.02
165 MLMI 2005-A10 39 $39,284,676.72
166 Redwood Residential Acquisition Corp 4 $3,633,378.93
167 Sequoia Mortgage Trust 2011-1 68 $67,482,607.62
168 Sequoia Mortgage Trust 2011-2 147 $113,988,859.58
169 Sequoia Mortgage Trust 2012-1 163 $168,721,787.16
171 Barclays Bank PLC 4 $6,582,000.00
172 SEMT 2012-2 135 $135,890,347.31
174 Sequoia Mortgage Trust 2012-3 103 $108,554,512.42
175 Harbor View 2003-2(formerly Greenwich) 23 $16,076,535.52
176 Harbur View 2004-1(formerly Greenwich) 46 $29,985,340.12
177 Harbor View 2004-5(formerly Greenwich) 9 $5,265,374.66
178 Harbor View 2006-6 1 $429,762.53
179 Harbor View 2007-5 7 $3,735,546.36
l80 MASTR 2003-5(formerly UBS Warburg) 4 $3,143,362.16
181 Sequoia Mortgage Trust 2012-5 78 $76,875,140.83
185 MASTI 2003-4 (formerly UBS Warburg) 17 $12,120,429.47
186 MASTR 2005-2 1 $12,839.67
191 CSFB 2004-5 3 $1,114,012.87
192 CSFB 2004-6 7 $1,561,012.61
193 CSFB 2004-7 1 $444,108.79
195 MLMI 2005-A1 44 $28,660,637.92
196 Merrill Lynch Bank 44 $35,856,761.51
197 MLCC 2006-2 80 $55,400,415.59
199 Sequoia Mortgage Trust 2012-4 69 $72,206,357.23
200 Sequoia Mortgage Trust 2012-6 38 $37,656,789.90
201 JP Morgan Mortgage Acq. Corp 436 $319,090,820.03
210 Washington Mutual (formerly Bank United of Texas) 1 $56,975.66
211 BANA 92 $115,503,384.77
215 Bank United N.A. 63 $69,123,491.03
216 North Valley Bank 27 $28,994,038.66
217 Signature Bank 20 $28,654,257.53
218 RBS Financial Products Inc 347 $330,566,850.56
227 Washington Mutual (formerly Bank United of Texas) 4 $301,855.33
243 Chase Mortgage Services, Inc 2 $255,984.46
244 Independent National Mortgage 1 $385,943.40
248 Washington Mutual Bank, Flow Sales (PNC) 3 . $826,426.21
250 CitiMortgage 9 $3,857,846.66
255 Thornburg Mortgage (WAMU Master Servicer) 1 $403,701.24
260 CitiMortgage 17 $3,317,122.15
312 Residential Funding 55 $26,217,993.01
313 BofA Funding 2011-SD1 2 $1,014,765.35
330 U.S. Bank 2 $307,651.05
355 Thornburg Mortgage (Wells Fargo Master Servicer) 871 $688,618,418.12
356 Thornburg 2008-1 5 $5,670,049.38
357 Everbank 47 $50,426,112.17
414 Federal Home Mortgage Loan Association 9 $704,505.33
415 FNMA MBS 9 $922,650.62
510 CitiMortgage 7 $1,147,231.86
515 Fannie Mae-Laser 4,017 $1,445,497,154.58
516 Bank of New Canaan 3 $4,673,224.00
614 Federal Home Loan Mortgage Association 1 $61,851.56
633 Chase Mortgage Services, Inc 3 $215,198.76
636 Bank United of Florida 1 $41,922.09
637 Bank of America 4 $403,913.94
720 2002-FRB2 REMIC 35 $23,978,140.69
730 2002-FRB1 REMIC 61 $42,313,140.10
740 200l-FRB1 REMIC 66 $52,205,351.83
750 Washington Mutual Bank 1 $477,378.21
760 2000-FRB1 REMIC 23 $9,480,511.69
770 Bear Stearns 15 $5,811,126.62
775 AAR BART 2003-5 (Bear Stearns) 40 $17,953,862.58
777 HVMLT 2006-13 1 $750,000.00
780 2000-FRB2 REMIC 37 $21,266,449.08
Total 7,804 $4,644,765,310.53
EX-33.2
(logo) PHH Mortgage
PHH
3000 Leadenhall Road
Mount Laurel, NJ 08054
David E. Tucker
President, PHH Mortgage Corporation
Tel: (856)917.6824
Fax: {856) 917.4278
dave.tucker@phh.com
www.phh.com
REPORT ON ASSESSMENT OF COMPLIANCE WITH REGULATION AB
SERVICING CRITERIA
PHH Mortgage Corporation (the "Asserting Party") is responsible for assessing
compliance as of December 31, 2012 and for the period from January 1, 2012
through December 31, 2012 (the "Reporting Period") with the servicing criteria
set forth in Section 229.1122(d) of the Code of Federal Regulations (the "CFR"),
except for criteria set forth in Section 229.1122(d)(3)(i)(c), (d)(4)(xv) and
(d)(1)(iii) of the CFR, which the Asserting Party has concluded are not
applicable to the servicing activities it performs with respect to the
transactions covered by this report (the "Applicable Servicing Criteria"). The
criteria set forth in Section 229.1122 (d)(2)(i), (d)(2)(ii), (d)(4)(iv),
(d)(4)(vii), (d)(4)(viii) and (d)(4)(xi) of the CFR are performed by outsource
providers on behalf of the Asserting Party; however, the Asserting Party has
monitored the outsourcing of these criteria and assumes responsibility for
compliance. The transactions covered by this report include all non-agency loan
sale agreements executed after January 1, 2006 as well as all re-securitization
transactions after January 1, 2006 for which the Assetiing Party served as
servicer (the "Platform").
The Asserting Party has assessed its compliance with the Servicing Criteria as
of December 31, 2012 and for the Reporting Period and has concluded that the
Asserting Party has complied, in all material respects, with the Applicable
Servicing Criteria with respect to the Platform taken as a whole except for as
discussed below:
Standard Description
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.
De1oitte & Touche, an independent registered public accounting firm, has
issued an attestation report on the assessment of compliance with the Servicing
Criteria for the Reporting Period as set forth in this assertion.
PHH Mortgage Corporation
Date: February 28, 2013
/s/ David E. Tucker
David E. Tucker
President
/s/ Martin L. Foster
Martin L. Foster
Senior Vice President - Loan Servicing
(logo) Sequoia Residential Funding, Inc.
March 28, 2013
We have been advised by PHH Mortgage Corporation that the one material
instance of noncompliance listed by PHH Mortgage Corporation on its Report on
Assessment of Compliance with Regulation AB Servicing Criteria for the January
1, 2012 through December 31, 2012 reporting period, having to do with
Regulation AB Item 1122(d)(4)(vii) (the "MINC"), did not involve assets for the
subject Sequoia transaction. Additionally, we have been advised that there were
no material impacts or effects on this Sequoia transaction as a result of the
MINC and that the MINC did not affect any payments or expected payments on the
asset-backed securities in this Sequoia transaction.
/s/ John H. Isbrandtsen
John H. Isbrandtsen, Chairman of the Board and Chief Executive Officer
(senior officer in charge of securitization of the depositor)
EX-33.3
(logo) WELLS FARGO
Brian W. Bartlett
Executive Vice President
and Business Manager
Corporate Trust Services
MAC R1204-010
9062 Old Annapolis Road
Columbia, MD 21045
Tel: 410 884-2087
Fax: 443 367-2894
brian.bartlett@wellsfargo.com
ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA
Corporate Trust Services division of Wells Fargo Bank, National Association
(the "Company") is responsible for assessing compliance with the applicable
servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities
and Exchange Commission. The Company has determined that the servicing criteria
are applicable in regards to the servicing platform for the period as follows:
Platform: Publicly-issued (i.e., transaction-level reporting initially required
under the Securities Exchange Act of 1934, as amended) and certain
privately-issued (i.e., for which transaction-level reporting is required
pursuant to contractual obligation) residential mortgage-backed securities,
commercial mortgage-backed securities and other asset-backed securities, for
which the Company provides master servicing, trustee, securities administration
or paying agent services, excluding any such securities issued by any agency or
instrumentality of the U.S. government (other than the Federal Deposit
Insurance Company) or any government sponsored entity, and further excluding
the transactions issued prior to 2006 for which Wells Fargo outsources all
material servicing activities (as defined by Regulation AB) (the "Platform").
Applicable Servicing Criteria: All servicing criteria set forth in Item
1122(d), to the extent required in the related transaction agreements, or
required by the Item 1122(d) servicing criteria in regards to the
activities performed by the Company, except for the following criteria:
1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii),
1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and
1122(d)(4)(xiii), which Management has determined are not applicable to the
activities the Company performs with respect to the Platform ("the Applicable
Servicing Criteria").
Period: As of and for the twelve months ended December 31, 2012 (the "Period").
Third parties classified as vendors: With respect to servicing criterion
1122(d)(4)(i), the Company has engaged a vendor to handle certain Uniform
Commercial Code filing functions required by the servicing criterion. The
Company has determined that this vendor is not considered a "servicer" as
defined in Item 1101(j) of Regulation AB, and the Company elects to take
responsibility for assessing compliance with the portion of the servicing
criterion applicable to this vendor as permitted by Interpretation 17.06 of the
SEC Division of Corporation Finance Manual of Publicly Available Telephone
Interpretations ("Interpretation 17.06"). The Company has policies and
procedures in place to provide reasonable assurance that the vendor's
activities comply in all material respects with the servicing criterion
applicable to the vendor. The Company is solely responsible for determining
that it meets the SEC requirements to apply Interpretation 17.06 for the vendor
and related criterion.
With respect to the Platform and the Period, the Company provides the following
assessment of compliance with respect to the Applicable Servicing Criteria:
1. The Company is responsible for assessing its compliance with the Applicable
Servicing Criteria.
2. The Company has assessed compliance with the Applicable Servicing Criteria,
including the servicing criterion for which compliance is determined based on
Interpretation 17.06 as described above. In performing this assessment,
management used the criteria set forth by the Securities and Exchange
Commission in paragraph (d) of Item 1122 of Regulation AB.
3. Based on such assessment, the Company has complied, in all material respects
with the Applicable Servicing Criteria, except as described in Schedule A
hereto.
4. Schedule B hereto includes Management's discussion of the exceptions noted in
Schedule A, including remediation efforts taken by the Company.
KPMG LLP, an independent registered public accounting firm, has issued an
attestation report on the Company's compliance with the Applicable Servicing
Criteria for the Period.
WELLS FARGO BANK, National Association
By: /s/ Brian Bartlett
Brian Bartlett
Title: Executive Vice President
Dated: February 28,2013
Wells Fargo Bank, N.A.
(logo) Together we'll go far
(page)
Schedule A
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.
Schedule B
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
EX-33.4
(logo) WELLS FARGO
Wells Fargo Bank, N.A.
Document Custody
1015 10th Avenue Southeast
Minneapolis, MN 55414
ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA
Management of the Document Custody Section of the Corporate Trust Services
division of Wells Fargo Bank, National Association (the "Company") is
responsible for assessing compliance with the servicing criteria set forth in
Item 1122(d) of Regulation AB of the Securities and Exchange Commission.
Management has determined that the servicing criteria are applicable in regard
to the servicing platform for the period as follows:
Platform:
Publicly-issued (i.e., transaction-level reporting required under the
Securities Exchange Act of 1934, as amended) residential mortgage-backed
securities and commercial mortgage-backed securities issued on or after January
1, 2006 for which the Company provides document custody services, excluding any
such securities issued by any agency or instrumentality of the U.S. government
(other than the Federal Deposit Insurance Company) or any government sponsored
entity (the "Platform").
Period: As of and for the twelve months ended December 31, 2012 (the "Period").
Applicable Servicing Criteria:
The servicing criteria set forth in Item 1122(d)(1)(iv), 1122(d)(4)(i) and
1122(d)(4)(ii), in regard to the activities performed by the Company with
respect to the Platform (the "Applicable Servicing Criteria"). Management of
the Company has determined that all other servicing criteria set forth in Item
1122(d) are not applicable to the Platform.
With respect to the Platform and the Period, the Company's management provides
the following assertion of compliance with respect to the Applicable Servicing
Criteria:
1. The Company's management is responsible for assessing the Company compliance
with the Applicable Servicing Criteria.
2. The Company management has assessed the Company compliance with the
Applicable Servicing Criteria. In performing this assessment, management used
the criteria set forth by the Securities and Exchange Commission in paragraph
(d) of Item 1122 of Regulation AB.
3. Based on such assessment as of and for the Period, the Company has complied,
in all material respects with the Applicable Servicing Criteria.
KPMG LLP, an independent registered public accounting firm, has issued an
attestation report with respect to management's assertion of compliance with the
Applicable Servicing Criteria as of and for the Period.
WELLS FARGO BANK, National Association
By: /s/ Shari Gillund
Shari L. Gillund
Title: Senior Vice President
Dated: February 15, 2013
Wells Fargo Bank, N.A.
EX-33.5
(logo) WELLS FARGO
Brian W. Bartlett
Executive Vice President
and Business Manager
Corporate Trust Services
MAC R1204-010
9062 Old Annapolis Road
Columbia, MD 21045
Tel: 410 884-2087
Fax: 443 367-2894
brian.bartlett@wellsfargo.com
ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA
Corporate Trust Services division of Wells Fargo Bank, National Association
(the "Company") is responsible for assessing compliance with the applicable
servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities
and Exchange Commission. The Company has determined that the servicing criteria
are applicable in regards to the servicing platform for the period as follows:
Platform: Publicly-issued (i.e., transaction-level reporting initially required
under the Securities Exchange Act of 1934, as amended) and certain
privately-issued (i.e., for which transaction-level reporting is required
pursuant to contractual obligation) residential mortgage-backed securities,
commercial mortgage-backed securities and other asset-backed securities, for
which the Company provides master servicing, trustee, securities administration
or paying agent services, excluding any such securities issued by any agency or
instrumentality of the U.S. government (other than the Federal Deposit
Insurance Company) or any government sponsored entity, and further excluding
the transactions issued prior to 2006 for which Wells Fargo outsources all
material servicing activities (as defined by Regulation AB) (the "Platform").
Applicable Servicing Criteria: All servicing criteria set forth in Item
1122(d), to the extent required in the related transaction agreements, or
required by the Item 1122(d) servicing criteria in regards to the
activities performed by the Company, except for the following criteria:
1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii),
1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and
1122(d)(4)(xiii), which Management has determined are not applicable to the
activities the Company performs with respect to the Platform ("the Applicable
Servicing Criteria").
Period: As of and for the twelve months ended December 31, 2012 (the "Period").
Third parties classified as vendors: With respect to servicing criterion
1122(d)(4)(i), the Company has engaged a vendor to handle certain Uniform
Commercial Code filing functions required by the servicing criterion. The
Company has determined that this vendor is not considered a "servicer" as
defined in Item 1101(j) of Regulation AB, and the Company elects to take
responsibility for assessing compliance with the portion of the servicing
criterion applicable to this vendor as permitted by Interpretation 17.06 of the
SEC Division of Corporation Finance Manual of Publicly Available Telephone
Interpretations ("Interpretation 17.06"). The Company has policies and
procedures in place to provide reasonable assurance that the vendor's
activities comply in all material respects with the servicing criterion
applicable to the vendor. The Company is solely responsible for determining
that it meets the SEC requirements to apply Interpretation 17.06 for the vendor
and related criterion.
With respect to the Platform and the Period, the Company provides the following
assessment of compliance with respect to the Applicable Servicing Criteria:
1. The Company is responsible for assessing its compliance with the Applicable
Servicing Criteria.
2. The Company has assessed compliance with the Applicable Servicing Criteria,
including the servicing criterion for which compliance is determined based on
Interpretation 17.06 as described above. In performing this assessment,
management used the criteria set forth by the Securities and Exchange
Commission in paragraph (d) of Item 1122 of Regulation AB.
3. Based on such assessment, the Company has complied, in all material respects
with the Applicable Servicing Criteria, except as described in Schedule A
hereto.
4. Schedule B hereto includes Management's discussion of the exceptions noted in
Schedule A, including remediation efforts taken by the Company.
KPMG LLP, an independent registered public accounting firm, has issued an
attestation report on the Company's compliance with the Applicable Servicing
Criteria for the Period.
WELLS FARGO BANK, National Association
By: /s/ Brian Bartlett
Brian Bartlett
Title: Executive Vice President
Dated: February 28,2013
Wells Fargo Bank, N.A.
(logo) Together we'll go far
(page)
Schedule A
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.
Schedule B
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
EX-34.1
(logo) KPMG
KPMG LLP
Suite 1400
55 Second Street
San Francisco, CA 94105
Report of Independent Registered Public Accounting Firm
The Board of Directors
First Republic Bank:
We have examined management's assessment, included in the accompanying
Management Assessment, that First Republic Bank (the Bank) complied with the
servicing criteria set forth in Item 1122(d) of the Securities and Exchange
Commission's Regulation AB for residential mortgage loans serviced for others
(the Platform), except for the servicing criteria 1122(d)(1)(iii),
1122(d)(3)(i)(C), and 1122(d)(4)(xv), which the Bank has determined are not
applicable to the activities it performs with respect to the Platform, as of
and for the year ended December 31, 2012. Appendix A to the Management
Assessment identifies the individual asset-backed transactions and securities
defined by management as constituting the Platform. Management is responsible
for the Bank's compliance with the servicing criteria. Our responsibility is to
express an opinion on management's assessment about the Bank's compliance based
on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Bank's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the Bank processed those selected transactions and performed those
selected activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Bank during the period covered by this report. Our procedures
were not designed to determine whether errors may have occurred either prior to
or subsequent to our tests that may have affected the balances or amounts
calculated or reported by the Bank during the period covered by this report for
the selected transactions or any other transactions. We believe that our
examination provides a reasonable basis for our opinion. Our examination does
not provide a legal determination on the Bank's compliance with the servicing
criteria.
As described in the accompanying Management's Assessment, for servicing criteria
1122(d)(4)(iv), 1122(d)(4)(xi), and 1122(d)(4)(xii), the Bank has engaged
certain vendors to perform the activities required by these servicing criteria.
The Bank has determined that none of these vendors are deemed to be "servicers"
as defined in Item 1101(j) of Regulation AB, and the Bank has elected to take
responsibility for assessing compliance with the servicing criteria applicable
to these vendors as permitted by Interpretation 17.06 of the SEC Division of
Corporation Finance Manual of Publicly Available Telephone Interpretations
(Interpretation 17.06). As permitted by Interpretation 17.06, the Bank has
asserted that it has policies and procedures in place designed to provide
reasonable assurance that the vendors' activities comply in all material
respects with the servicing criteria applicable to each vendor. The Bank is
solely responsible for determining that it meets the SEC requirements to apply
Interpretation 17.06 for the vendors and related criteria as described in its
assertion, and we performed no procedures with respect to the Bank's
eligibility to apply Interpretation 17.06.
In our opinion, management's assessment that the Bank complied with the
aforementioned servicing criteria, including 1122(d)(4)(iv), 1122(d)(4)(xi),
and 1122(d)(4)(xii) for which compliance is determined
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
("KPMG International"), a Swiss entity.
(page)
(logo) KPMG
based on Interpretation 17.06 as described above, as of and for the year ended
December 31, 2012 is fairly stated, in all material respects.
/s/ KPMG LLP
San Francisco, California
February 26, 2013
EX-34.2
(logo) Deloitte
Deloitte & Touche LLP
1700 Market Street
Philadelphia, Pennsylvania 19103-3984
USA
Tel: (215) 246-2300
Fax: {215) 569-2441
www.us.deloitte.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
PHH Mortgage Corporation
Mt. Laurel, NJ 08054
We have examined PHH Mortgage Corporation's (the "Company's") compliance with
the servicing criteria set forth in Item 1122(d) of the Securities and Exchange
Commission's Regulation AB for the Loan Platform (the "Platform") described in
the accompanying Management's Report on Assessment of Compliance with SEC
Regulation AB Servicing Criteria ("Management's Assertion") as of and for the
year ended December 31,2012, excluding criteria 1122 (d)(3)(i)(c), (d)(4)(xv),
and (d)(1)(iii), which management has determined are not applicable to the
activities performed by the Company with respect to the Platform. Management is
responsible for the Company's compliance with the servicing criteria. Our
responsibility is to express an opinion on the Company's compliance with the
servicing criteria based on our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants, as
adopted by the Public Company Accounting Oversight Board (United States), and,
accordingly, included examining, on a test basis, evidence about the Company's
compliance with the applicable servicing criteria, including tests on a sample
basis of the servicing activities related to the Platform, determining whether
the Company performed those selected activities in compliance with the
servicing criteria during the specified period, and performing such other
procedures as we considered necessary in the circumstances. Our procedures were
limited to selected servicing activities performed by the Company during the
period covered by this report and, accordingly, such samples may not have
included servicing activities related to each asset-backed transaction included
in the Platform. Further, an examination is not designed to detect
noncompliance arising from errors that may have occurred prior to the period
specified above that may have affected the balances or amounts calculated or
reported by the Company during the period covered by this report. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
As described in management's assertion, for servicing criteria 1122(d)(2)(i),
1122(d)(2)(ii), 1122(d)(4)(iv), 1122(d)(4)(vii), 1122(d)(4)(viii), and
1122(d)(4)(xi), the Company has engaged a vendor to perform certain activities
required by these servicing criteria. The Company has determined that this
vendor is not considered a "servicer" as defined in Item 1101(j) of Regulation
AB, and the Company has elected to take responsibility for assessing compliance
with the servicing criteria applicable to this vendor as permitted by
Interpretation 17.06 of the SEC Division of Corporation Finance Manual of
Publicly Available Telephone Interpretations (Interpretation 17.06). As
permitted by Interpretation 17.06, the Company has asserted that it has
policies and procedures in place designed to provide reasonable assurance that
the vendor's activities comply in all material respects with the servicing
criteria applicable to this vendor. The Company is solely responsible for
determining that it meets the SEC requirements to apply Interpretation 17.06
for
(page)
the vendor and related criteria as described in its assertion, and we
performed no procedures with respect to the Company's determination of its
eligibility to use Interpretation 17.06.
Our examination disclosed the following instance of material noncompliance with
criteria applicable to the Company during the year ended December 31, 2012:
Standard Description
1122(d)(4)(vii) During the year ended December 31, 2012, it was determined
certain foreclosure proceedings were not concluded in
accordance with the published Fannie Mae foreclosure
timelines.
In our opinion, except for the material noncompliance described in the
preceding paragraph, the Company complied, in all material respects, with the
aforementioned applicable servicing criteria for PHH Mortgage Corporation's
Regulation AB Platform as of and for the year ended December 31, 2012.
/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
February 28, 2013
EX-34.3
(logo) KPMG
KPMG LLP
Aon Center
Suite 5500
200 East Randolph Drive
Chicago, IL 60601-6436
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank, National Association:
We have examined the Corporate Trust Services division of Wells Fargo Bank,
National Association's (the Company) compliance with the servicing criteria set
forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB
for publicly-issued (i.e., transaction-level reporting initially required under
the Securities Exchange Act of 1934, as amended) and certain privately-issued
(i.e., for which transaction-level reporting is required pursuant to contractual
obligation) residential mortgage-backed securities, commercial mortgage-backed
securities and other asset-backed securities for which the Company provides
master servicing, trustee, securities administration and/or paying agent
services, excluding any such securities issued by an agency or instrumentality
of the U.S. government (other than the Federal Deposit Insurance Corporation)
or any government sponsored entity, and further excluding the transactions
issued prior to 2006 for which Wells Fargo outsources all material servicing
activities (as defined by Regulation AB) (the Platform), except for servicing
criteria 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii),
1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and
1122(d)(4)(xiii), which the Company has determined are not applicable to the
activities it performs with respect to the Platform, as of and for the twelve
months ended December 31, 2012. Management is responsible for the Company's
compliance with the servicing criteria. Our responsibility is to express an
opinion on the Company's compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the Company processed those selected transactions and performed those
selected activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
As described in management's Assessment of Compliance With the Applicable
Servicing Criteria, for servicing criterion 1122(d)(4)(i), the Company has
engaged a vendor to perform the activities required by this servicing
criterion. The Company has determined that this vendor is not considered a
"servicer" as defined in Item 1101(j) of Regulation AB, and the Company has
elected to take responsibility for assessing compliance with the servicing
criterion applicable to this vendor as permitted by Interpretation 17.06 of the
SEC Division of Corporation Finance Manual of Publicly Available Telephone
Interpretations ("Interpretation 17.06"). As permitted by Interpretation 17.06,
the Company has asserted that it has
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
("KPMG International"), a Swiss entity.
(page)
policies and procedures in place designed to provide reasonable assurance that
the vendor's activities comply in all material respects with the servicing
criterion applicable to the vendor. The Company is solely responsible for
determining that it meets the SEC requirements to apply Interpretation 17.06
for the vendor and related criterion as described in management's Assessment of
Compliance With the Applicable Servicing Criteria, and we performed no
procedures with respect to the Company's eligibility to apply Interpretation
17.06.
Our examination disclosed the following material noncompliance with servicing
criteria 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as applicable to the Company
during the twelve months ended December 31, 2012:
* 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.
In our opinion, except for the material noncompliance described above, the
Company complied with the aforementioned servicing criteria, including
servicing criterion 1122(d)(4)(i) for which compliance is determined based on
Interpretation 17.06 as described above, as of and for the twelve months ended
December 31, 2012, in all material respects.
We do not express an opinion or any form of assurance on Management's
Discussion on Material Instances of Noncompliance by the Company included in
Schedule B of management's Assessment of Compliance with the Applicable
Servicing Criteria.
/s/ KPMG LLP
Chicago, Illinois
February 28, 2013
EX-34.4
(logo) KPMG
KPMG LLP
Aon Center
Suite 5500
200 East Randolph Drive
Chicago, IL 60601-6436
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank, National Association:
We have examined the management's assessment, included in the accompanying
Assessment of Compliance with the Applicable Servicing Criteria, that the
Document Custody Section of the Corporate Trust Services division of Wells
Fargo Bank, National Association (the Company) complied with the servicing
criteria set forth in Item 1122(d) of the Securities and Exchange Commission's
Regulation AB for publicly-issued (i.e., transaction-level reporting initially
required under the Securities Exchange Act of 1934, as amended) residential
mortgage-backed securities and commercial mortgage-backed securities issued on
or after January 1, 2006 for which the Company provides document custody
services, excluding any such securities issued by any agency or instrumentality
of the U.S. government (other than the Federal Deposit Insurance Company) or
any government sponsored entity (the Platform), as of and for the twelve months
ended December 31, 2012. Management has determined that servicing criteria
1122(d)(1)(iv), 1122(d)(4)(i) and 1122(d)(4)(ii) are applicable to the
activities it performs with respect to the Platform, and that all other
servicing criteria set forth in Item 1122(d) are not applicable to the document
custody services provided by the Company with respect to the Platform.
Management is responsible for the Company's compliance with the servicing
criteria. Our responsibility is to express an opinion on management's assessment
about the Company's compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the Company processed those selected transactions and performed those
selected activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
("KPMG International"), a Swiss entity.
(page)
(logo) KPMG
In our opinion, management's assessment that the Company complied with the
aforementioned servicing criteria, as of and for the twelve months ended
December 31, 2012 is fairly stated, in all material respects.
/s/ KPMG LLP
Chicago, Illinois
February 15, 2013
EX-34.5
(logo) KPMG
KPMG LLP
Aon Center
Suite 5500
200 East Randolph Drive
Chicago, IL 60601-6436
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank, National Association:
We have examined the Corporate Trust Services division of Wells Fargo Bank,
National Association's (the Company) compliance with the servicing criteria set
forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB
for publicly-issued (i.e., transaction-level reporting initially required under
the Securities Exchange Act of 1934, as amended) and certain privately-issued
(i.e., for which transaction-level reporting is required pursuant to contractual
obligation) residential mortgage-backed securities, commercial mortgage-backed
securities and other asset-backed securities for which the Company provides
master servicing, trustee, securities administration and/or paying agent
services, excluding any such securities issued by an agency or instrumentality
of the U.S. government (other than the Federal Deposit Insurance Corporation)
or any government sponsored entity, and further excluding the transactions
issued prior to 2006 for which Wells Fargo outsources all material servicing
activities (as defined by Regulation AB) (the Platform), except for servicing
criteria 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii),
1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and
1122(d)(4)(xiii), which the Company has determined are not applicable to the
activities it performs with respect to the Platform, as of and for the twelve
months ended December 31, 2012. Management is responsible for the Company's
compliance with the servicing criteria. Our responsibility is to express an
opinion on the Company's compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the Company processed those selected transactions and performed those
selected activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
As described in management's Assessment of Compliance With the Applicable
Servicing Criteria, for servicing criterion 1122(d)(4)(i), the Company has
engaged a vendor to perform the activities required by this servicing
criterion. The Company has determined that this vendor is not considered a
"servicer" as defined in Item 1101(j) of Regulation AB, and the Company has
elected to take responsibility for assessing compliance with the servicing
criterion applicable to this vendor as permitted by Interpretation 17.06 of the
SEC Division of Corporation Finance Manual of Publicly Available Telephone
Interpretations ("Interpretation 17.06"). As permitted by Interpretation 17.06,
the Company has asserted that it has
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
("KPMG International"), a Swiss entity.
(page)
policies and procedures in place designed to provide reasonable assurance that
the vendor's activities comply in all material respects with the servicing
criterion applicable to the vendor. The Company is solely responsible for
determining that it meets the SEC requirements to apply Interpretation 17.06
for the vendor and related criterion as described in management's Assessment of
Compliance With the Applicable Servicing Criteria, and we performed no
procedures with respect to the Company's eligibility to apply Interpretation
17.06.
Our examination disclosed the following material noncompliance with servicing
criteria 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as applicable to the Company
during the twelve months ended December 31, 2012:
* 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.
In our opinion, except for the material noncompliance described above, the
Company complied with the aforementioned servicing criteria, including
servicing criterion 1122(d)(4)(i) for which compliance is determined based on
Interpretation 17.06 as described above, as of and for the twelve months ended
December 31, 2012, in all material respects.
We do not express an opinion or any form of assurance on Management's
Discussion on Material Instances of Noncompliance by the Company included in
Schedule B of management's Assessment of Compliance with the Applicable
Servicing Criteria.
/s/ KPMG LLP
Chicago, Illinois
February 28, 2013
EX-35.1
(logo) FIRST REPUBLIC BANK
It's a privilege to serve you
Feb 28, 2013
Servicer Compliance Statement
For SEMT 2011-1 (see Schedule A)
(i) a review of the Servicer's activities during the reporting period from
January 1, 2012 through December 31, 2012 and of its performance under the
Agreement (each of the agreement and the Reconstitution Agreement as defined
on Schedule A attached hereto) from the above referenced trust during such
period has been made under such officer's supervision, and
(ii) to the best of such officers' knowledge, based on such review, the
Servicer has fulfilled all of its obligations under this Agreement and any
applicable Reconstitution Agreement in all material respects throughout such
reporting period (or applicable portion thereof) or, if there has been a
failure to fulfill any such obligation in any material respect, specifically
identifying each such failure known to such officer and the nature and the
status thereof.
First Republic Bank
/s/ Lionel Antunes
Lionel Antunes
Vice President of Residential Lending
February 28, 2013
SCHEDULE A
1. Flow Mortgage Loan Sale and Servicing Agreement dated as of July 1, 2010,
between Redwood Residential Acquisition Corporation and First Republic Bank, as
modified by Reconstitution Agreement dated March 1, 2011
San Francisco Palo Alto Los Angeles Santa Barbara Newport Beach San Diego
Portland Boston Greenwich New York
111 PINE STREET, SAN FRANCISCO, CALIFORNIA 94111, TEL (415) 392-1400 OR
(800) 392-1400, FAX (415) 392-1413
CONVENIENT INTERNET BANKING AT www.firstrepublic.com * MEMBER FDIC
EX-35.2
PHH Mortgage
(logo) PHH
2001 Bishop Gate Blvd
Mount Laurel, NJ 08054
February 28, 2013
Re: Annual Compliance Statement
Attention: Servicer Compliance Team, Stephanie White
Address: 9062 Old Annapolis Road
MAC X2302-033N2702-011
Columbia, MD 21045
Deal Name: Sequoia 2011-1
PHH Investor code" G90 categories 001 and 002
Agreement: Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as
of July 21, 2010 between Redwood Residential Acquisition Corporate
and PHH Mortgage Corporation as modified by the Assignment Assumption
and Recognition Agreement dated March 1, 2011
Dear Sir and/or Madame:
This statement of compliance is being provided in accordance with Item 1123 of
Regulation AB. The Undersigned hereby states that:
1. I am an authorized officer of PHH Mortgage Corporation (the "Servicer");
2. A review of the Servicer's activities during the period from January 1, 2012
through December 31, 2012 (the "Reporting Period") and its performance under
the Agreement has been made under my supervision; and
3. To the best of my knowledge, based on such review, the Servicer has fulfilled
all of its obligations under the Agreement in all material respects
throughout the Reporting Period.
By: /s/ Greg Bronczyk
Name: Greg Bronczyk
Title: Vice President
(logo) EQUAL HOUSING LENDER
EX-35.3
(logo) WELLS FARGO
Corporate Trust Services
MAC R1204-010
9062 Old Annapolis Road
Columbia, MD 21045
Tel: 410 884 2000
Fax: 410 715 2380
Sequoia Residential Funding, Inc.
One Belvedere Place, Suite 330
Mill Valley, California 94941
RE: Annual Statement as to Compliance
The undersigned, a duly authorized officer of Wells Fargo Bank, N.A. ("Wells
Fargo"), hereby certifies as follows for the calendar year 2012:
(a) a review of Wells Fargo's activities as assigned and agreed to under the
servicing agreement(s) listed on Schedule A hereto (the "Servicing
Agreement(s)") and its performance under the Servicing Agreements has been made
under my supervision; and
(b) to the best of my knowledge, based on such review Wells Fargo has fulfilled
all of its obligations under the Servicing Agreement(s) in all material
respects throughout the reporting period, except as noted in Schedule B.
March 1, 2013
/s/ Julie Eichler
JULIE EICHLER
Vice President
Wells Fargo Bank, N.A.
(logo) Together we'll go far
(page)
(logo) WELLS FARGO
Corporate Trust Services
MAC R1204-010
9062 Old Annapolis Road
Columbia, MD 21045
Tel: 410 884 2000
Fax: 410 715 2380
To: Sequoia Residential Funding, Inc.
Schedule A
List of Servicing Agreement(s) and Series
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2011-1 Mortgage
Pass-Through Certificates,Series 2011-1, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2011-2 Mortgage
Pass-Through Certificates,Series 2011-2, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-1 Mortgage
Pass-Through Certificates,Series 2012-1, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-2 Mortgage
Pass-Through Certificates,Series 2012-2, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-3 Mortgage
Pass-Through Certificates,Series 2012-3, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-5 Mortgage
Pass-Through Certificates,Series 2012-5, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-6 MortgagePass-
Through Certificates,Series 2012-6, Wells Fargo Bank, N.A. as Master Servicer
and Securities Administrator, as applicable.
Wells Fargo Bank, N.A.
(page)
(logo) WELLS FARGO
Corporate Trust Services
MAC R1204-010
9062 Old Annapolis Road
Columbia, MD 21045
Tel: 410 884 2000
Fax: 410 715 2380
To: Sequoia Residential Funding, Inc.
Schedule B
Material Instances of Non-Compliance
No instances to report
Wells Fargo Bank, N.A.
Exhibit B
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 2
(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.
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 U.S.Bank Wells Wells Fargo
Reference Portfolio National Fargo Bank, as
Servicing Association, Bank, Custodian
as Trustee N.A., as
Servicer
General Servicing Considerations
1122(d)(1)(i) Policies and procedures are instituted 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
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
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
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
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
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
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
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
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
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 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
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
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 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 X
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
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
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 Paying Agent
33.8 Wells Fargo Bank, N.A. as Custodian
33.9 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 Paying Agent
34.8 Wells Fargo Bank, N.A. as Custodian
34.9 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
(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: October __, 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 Paying Agent
33.8 Wells Fargo Bank, N.A. as Custodian
33.9 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 Paying Agent
34.8 Wells Fargo Bank, N.A. as Custodian
34.9 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
EX-31 Rule 13a-14(d)/15d-14(d) Certification.
I, John Isbrandtsen, certify that:
1.I have reviewed this report on Form 10-K/A and all reports on Form 10-D
required to be filed in respect of the period covered by this report on
Form 10-K/A of Sequoia Mortgage Trust 2011-2 (the "Exchange Act periodic
reports");
2.Based on my knowledge, the Exchange Act periodic reports, taken as a
whole, do not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period
covered by this report is included in the Exchange Act periodic reports;
4.Based on my knowledge and the servicer compliance statements required
in this report under Item 1123 of Regulation AB, and except as
disclosed in the Exchange Act periodic reports, the servicers have
fulfilled their obligations under the servicing agreements in all
material respects; and
5.All of the reports on assessment of compliance with servicing criteria
for asset-backed securities and their related attestation reports on
assessment of compliance with servicing criteria for asset-backed
securities required to be included in this report in accordance with
Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18
have been included as an exhibit to this report, except as otherwise
disclosed in this report. Any material instances of noncompliance
described in such reports have been disclosed in this report on Form
10-K/A.
In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties: First
Republic Bank as Servicer, PHH Mortgage Corporation as Servicer, QBE
FIRST Insurance Agency, Inc. as Sub-Contractor for SunTrust Mortgage,
Inc., Select Portfolio Servicing, Inc. as Servicer, SunTrust Mortgage,
Inc. as Servicer, U.S. Bank National Association as Trustee, Wells Fargo
Bank, N.A. as Servicer, Wells Fargo Bank, N.A. as Paying Agent, Wells Fargo
Bank, N.A. as Custodian and Wells Fargo Bank, N.A. as Master Servicer and
Securities Administrator.
Dated: October __, 2013
/s/ John Isbrandtsen
Signature
Chairman of the Board and Chief Executive Officer
(senior officer in charge of securitization of the depositor)
EX-33.1
(logo) FIRST REPUBLIC BANK
It's a priviledge to serve you
Management Assessment
Management of First Republic Bank (the Bank) is responsible for assessing
compliance with the applicable servicing criteria set forth in Item 1122(d) of
Regulation AB of the Securities and Exchange Commission relating to the
servicing of residential mortgage loans serviced for others (the Platform) as
of and for the year ended December 31, 2012, except for servicing criteria Item
1122(d)(1)(iii), 1122(d)(3)(i)(C), and Item 1122(d)(4)(xv), which the Bank has
determined are not applicable to the activities it performs with respect to the
Platform. Appendix A identifies the individual asset-backed transactions and
securities defined by management as constituting the Platform.
With respect to servicing criteria Item 1122(d)(4)(iv), 1122(d)(4)(xi), and
1122(d)(4)(xii), management has engaged various vendors to perform the
activities required by these servicing criteria. The Bank's management has
determined that none of these vendors is considered a "servicer" as defined in
Item 1101(j) of Regulation AB, and the Bank's management has elected to take
responsibility for assessing compliance with the servicing criteria applicable
to each vendor as permitted by Interpretation 17.06 of the SEC Division of
Corporation Finance Manual of Publicly Available Telephone Interpretations
("Interpretation 17.06"). Management has policies and procedures in place
designed to provide reasonable assurance that the vendors' activities comply in
all material respects with the servicing criteria applicable to each vendor. The
Bank's management is solely responsible for determining that it meets the SEC
requirements to apply Interpretation 17.06 for the vendors and related
criteria.
The Bank's management has assessed the Bank's compliance with the applicable
servicing criteria as of and for the year ended December 31, 2012. In making
this assessment, management used the criteria set forth by the Securities and
Exchange Commission in paragraph (d) of Item 1122 of Regulation AB, except for
the servicing criteria listed above, which the Bank has determined are not
applicable to the activities it performs.
Based on such assessment, management has concluded that, as of and for the year
ended December 31, 2012, the Bank has complied in all material respects with
the servicing criteria set forth in Item 1122(d) of Regulation AB of the
Securities and Exchange Commission relating to the servicing of the Platform.
KPMG LLP, a registered public accounting firm, has issued an attestation report
with respect to management's assessment of compliance with the applicable
servicing criteria as of and for the year ended December 31, 2012.
/s/ Willis H. Newton, Jr. Feb 26, 2013
Willis H. Newton Jr. Date
Executive Vice President and Chief Financial Officer
San Francisco Palo Alto Los Angeles Santa Barbara Newport Beach
San Diego Portland Boston Greenwich New York
111 PINE STREET, SAN FRANCISCO, CALIFORNIA 94111, TEL (415) 392-1400 OR (800)
392-1400, FAX (415) 392-1413
CONVENIENT INTERNET BANKING AT www.firstrepublic.com * MEMBER FDIC
(page)
/s/ Nancy Segreto 2-26-2013
Nancy Segreto Date
Senior Vice President, Lending Services
/s/ Tony Sachs 2-26-2013
Tony Sachs Date
Vice President, Lending Strategy, Products, and Sales
(page)
APPENDIX A
Investor # Investor Name Loan Count Balance
70 Intrepid LLLP 10 $7,994,983.10
120 Redwood Trust (Bear Stearns) 41 $37,883,732.22
122 Sequioa 2007-2 54 $59,087,187.83
123 SEMT 2007-3 14 $18,859,040.60
162 Citigroup Mortgage Loan Turst Series 2005-6 43 $25,911,492.79
163 SAMI II 2005-AR5 117 $120,160,081.38
164 MLCC 2005-3 52 $48,689,894.02
165 MLMI 2005-A10 39 $39,284,676.72
166 Redwood Residential Acquisition Corp 4 $3,633,378.93
167 Sequoia Mortgage Trust 2011-1 68 $67,482,607.62
168 Sequoia Mortgage Trust 2011-2 147 $113,988,859.58
169 Sequoia Mortgage Trust 2012-1 163 $168,721,787.16
171 Barclays Bank PLC 4 $6,582,000.00
172 SEMT 2012-2 135 $135,890,347.31
174 Sequoia Mortgage Trust 2012-3 103 $108,554,512.42
175 Harbor View 2003-2(formerly Greenwich) 23 $16,076,535.52
176 Harbur View 2004-1(formerly Greenwich) 46 $29,985,340.12
177 Harbor View 2004-5(formerly Greenwich) 9 $5,265,374.66
178 Harbor View 2006-6 1 $429,762.53
179 Harbor View 2007-5 7 $3,735,546.36
l80 MASTR 2003-5(formerly UBS Warburg) 4 $3,143,362.16
181 Sequoia Mortgage Trust 2012-5 78 $76,875,140.83
185 MASTI 2003-4 (formerly UBS Warburg) 17 $12,120,429.47
186 MASTR 2005-2 1 $12,839.67
191 CSFB 2004-5 3 $1,114,012.87
192 CSFB 2004-6 7 $1,561,012.61
193 CSFB 2004-7 1 $444,108.79
195 MLMI 2005-A1 44 $28,660,637.92
196 Merrill Lynch Bank 44 $35,856,761.51
197 MLCC 2006-2 80 $55,400,415.59
199 Sequoia Mortgage Trust 2012-4 69 $72,206,357.23
200 Sequoia Mortgage Trust 2012-6 38 $37,656,789.90
201 JP Morgan Mortgage Acq. Corp 436 $319,090,820.03
210 Washington Mutual (formerly Bank United of Texas) 1 $56,975.66
211 BANA 92 $115,503,384.77
215 Bank United N.A. 63 $69,123,491.03
216 North Valley Bank 27 $28,994,038.66
217 Signature Bank 20 $28,654,257.53
218 RBS Financial Products Inc 347 $330,566,850.56
227 Washington Mutual (formerly Bank United of Texas) 4 $301,855.33
243 Chase Mortgage Services, Inc 2 $255,984.46
244 Independent National Mortgage 1 $385,943.40
248 Washington Mutual Bank, Flow Sales (PNC) 3 . $826,426.21
250 CitiMortgage 9 $3,857,846.66
255 Thornburg Mortgage (WAMU Master Servicer) 1 $403,701.24
260 CitiMortgage 17 $3,317,122.15
312 Residential Funding 55 $26,217,993.01
313 BofA Funding 2011-SD1 2 $1,014,765.35
330 U.S. Bank 2 $307,651.05
355 Thornburg Mortgage (Wells Fargo Master Servicer) 871 $688,618,418.12
356 Thornburg 2008-1 5 $5,670,049.38
357 Everbank 47 $50,426,112.17
414 Federal Home Mortgage Loan Association 9 $704,505.33
415 FNMA MBS 9 $922,650.62
510 CitiMortgage 7 $1,147,231.86
515 Fannie Mae-Laser 4,017 $1,445,497,154.58
516 Bank of New Canaan 3 $4,673,224.00
614 Federal Home Loan Mortgage Association 1 $61,851.56
633 Chase Mortgage Services, Inc 3 $215,198.76
636 Bank United of Florida 1 $41,922.09
637 Bank of America 4 $403,913.94
720 2002-FRB2 REMIC 35 $23,978,140.69
730 2002-FRB1 REMIC 61 $42,313,140.10
740 200l-FRB1 REMIC 66 $52,205,351.83
750 Washington Mutual Bank 1 $477,378.21
760 2000-FRB1 REMIC 23 $9,480,511.69
770 Bear Stearns 15 $5,811,126.62
775 AAR BART 2003-5 (Bear Stearns) 40 $17,953,862.58
777 HVMLT 2006-13 1 $750,000.00
780 2000-FRB2 REMIC 37 $21,266,449.08
Total 7,804 $4,644,765,310.53
EX-33.2
(logo) PHH Mortgage
PHH
3000 Leadenhall Road
Mount Laurel, NJ 08054
David E. Tucker
President, PHH Mortgage Corporation
Tel: (856)917.6824
Fax: {856) 917.4278
dave.tucker@phh.com
www.phh.com
REPORT ON ASSESSMENT OF COMPLIANCE WITH REGULATION AB
SERVICING CRITERIA
PHH Mortgage Corporation (the "Asserting Party") is responsible for assessing
compliance as of December 31, 2012 and for the period from January 1, 2012
through December 31, 2012 (the "Reporting Period") with the servicing criteria
set forth in Section 229.1122(d) of the Code of Federal Regulations (the "CFR"),
except for criteria set forth in Section 229.1122(d)(3)(i)(c), (d)(4)(xv) and
(d)(1)(iii) of the CFR, which the Asserting Party has concluded are not
applicable to the servicing activities it performs with respect to the
transactions covered by this report (the "Applicable Servicing Criteria"). The
criteria set forth in Section 229.1122 (d)(2)(i), (d)(2)(ii), (d)(4)(iv),
(d)(4)(vii), (d)(4)(viii) and (d)(4)(xi) of the CFR are performed by outsource
providers on behalf of the Asserting Party; however, the Asserting Party has
monitored the outsourcing of these criteria and assumes responsibility for
compliance. The transactions covered by this report include all non-agency loan
sale agreements executed after January 1, 2006 as well as all re-securitization
transactions after January 1, 2006 for which the Assetiing Party served as
servicer (the "Platform").
The Asserting Party has assessed its compliance with the Servicing Criteria as
of December 31, 2012 and for the Reporting Period and has concluded that the
Asserting Party has complied, in all material respects, with the Applicable
Servicing Criteria with respect to the Platform taken as a whole except for as
discussed below:
Standard Description
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.
De1oitte & Touche, an independent registered public accounting firm, has
issued an attestation report on the assessment of compliance with the Servicing
Criteria for the Reporting Period as set forth in this assertion.
PHH Mortgage Corporation
Date: February 28, 2013
/s/ David E. Tucker
David E. Tucker
President
/s/ Martin L. Foster
Martin L. Foster
Senior Vice President - Loan Servicing
(logo) Sequoia Residential Funding, Inc.
March 28, 2013
We have been advised by PHH Mortgage Corporation that the one material
instance of noncompliance listed by PHH Mortgage Corporation on its Report on
Assessment of Compliance with Regulation AB Servicing Criteria for the January
1, 2012 through December 31, 2012 reporting period, having to do with
Regulation AB Item 1122(d)(4)(vii) (the "MINC"), did not involve assets for the
subject Sequoia transaction. Additionally, we have been advised that there were
no material impacts or effects on this Sequoia transaction as a result of the
MINC and that the MINC did not affect any payments or expected payments on the
asset-backed securities in this Sequoia transaction.
/s/ John H. Isbrandtsen
John H. Isbrandtsen, Chairman of the Board and Chief Executive Officer
(senior officer in charge of securitization of the depositor)
EX-33.3
(logo) QBE FIRST
MANAGEMENT'S ASSERTION ON COMPLIANCE WITH
REGULATION AB SERVICING CRITERIA
QBE FIRST Insurance Agency, Inc. (the Asserting Party) is responsible for
assessing compliance as of and for the year ended December 31, 2012 (the
Reporting Period) with the servicing criteria set forth in Title 17, Section
229.1122(d) of the Code of Federal Regulations, excluding the inapplicable
servicing criteria set forth in Exhibit A hereto (such criteria, after giving
effect to the exclusions identified on Exhibit A, the "Applicable Servicing
Criteria"). The transactions covered by this report include all mortgage
backed securities that were registered after January 1, 2006 with the
Securities and Exchange Commission pursuant to the Securities Act of 1933 and
serviced by the Asserting Party on the QBE FIRST Integrated Product Solution
platform (the Platform Transactions). The Asserting Party used the criteria
set forth in paragraph (d) of Item 1122 of Regulation AB to assess compliance
with the Applicable Servicing Criteria.
The Asserting Party has assessed its compliance with the Applicable Servicing
Criteria for the Reporting Period and has concluded that the Asserting Party
has complied, in all material respects, with the Applicable Servicing
Criteria for the Reporting Period with respect to the Platform Transactions.
Grant Thornton LLP, an independent registered public accounting firm,
has issued an attestation report on the assessment of compliance with the
Applicable Servicing Criteria for the Reporting Period.
QBE FIRST INSURANCE AGENCY, INC.
/s/Arthur J. Castner
Arthur J. Castner
Title: VP, Strategic Operations Development Leader
Date: February 8, 2013
(page)
EXHIBIT A
QBE FIRST Integrated Product Solution Platform
APPLICABLE INAPPLICABLE
SERVICING SERVICING
Reference Criteria CRITERIA CRITERIA
General Servicing Considerations
1122(d)(1)(i) Policies and procedures are instituted to monitor any X
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 X
third parties, policies and procedures are instituted to
monitor the third party's performance and compliance with
such servicing activities.
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain X
a back-up servicer for the mortgage loans are maintained.
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect X^i
on the party participating in the servicing function 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 mortgage loans are deposited into the appropriate X
custodial bank 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 X
or to an investor are made only by authorized personnel.
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash X
flows or distributions, and any interest or other fees 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 X
accounts or accounts established as a form of overcollateralization,
are separately maintained (e.g., with respect to commingling
of cash) as set forth in the transaction agreements.
1122(d)(2)(v) Each custodial account is maintained at a federally insured X
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 X^ii
access.
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all X
asset-backed securities related bank accounts, including
custodial 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.
(page)
QBE FIRST Integrated Product Solution Platform
APPLICABLE INAPPLICABLE
SERVICING SERVICING
Reference Criteria CRITERIA CRITERIA
Investor Remittances and Reporting
1122(d)(3)(i) Reports to investors, including those to be filed with the X
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 investors'
or the trustee's records as to the total unpaid principal balance
and number of mortgage loans serviced by the Servicer.
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance X
with timeframes, distribution priority and other terms set forth
in the transaction agreements.
1122(d)(3)(iii) Disbursements made to an investor are posted within two business X
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 X
cancelled checks, or other form of payment, or custodial bank
statements.
Pool Asset Administration
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required X
by the transaction agreements or related mortgage loan documents.
1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as required X
by the transaction agreements
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are X
made, reviewed and approved in accordance with any conditions
or requirements in the transaction agreements.
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in X
accordance with the related mortgage loan 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 mortgage loan documents.
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with X
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 X
mortgage loans (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, X
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 X
the period a mortgage loan 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 mortgage loans including, for example,
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 mortgage X
loans with variable rates are computed based on the related
mortgage loan documents.
(page)
QBE FIRST Integrated Product Solution Platform
APPLICABLE INAPPLICABLE
SERVICING SERVICING
Reference Criteria CRITERIA CRITERIA
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as X
escrow accounts): (A) such funds are analyzed, in accordance
with the obligor's mortgage loan 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 mortgage loan documents
and state laws; and (C) such funds are returned to the obligor
within 30 calendar days of full repayment of the related mortgage
loans, 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 X^iii
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 X^iv
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 X^v
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 X
recognized and recorded in accordance with the transaction
agreements.
1122(d)(4)(xv) Any external enhancement or other support, identified in Item X
1114(a)(1) through (3) or Item 1115 of Regulation AB, is
maintained as set forth in the transaction agreements.
i Applicable clients include: Homeward Residential, Inc f/k/a American Home
Mortgage Servicing, Inc./AHMSI, AMS Servicing LLC, GreenTree f/k/a Marix
Servicing, LLC, Sun Trust Mortgage, Inc., Wells Fargo Home Mortgage,
Dovenmuehle Mortgage, Inc., Rushmore Loan Management Services f/k/a UBS Special
Servicing Group
ii Applicable clients include: Homeward Residential, Inc f/k/a American Home
Mortgage Servicing, Inc./AHMSI, AMS Servicing LLC, GreenTree f/k/a Marix
Servicing, LLC. Sun Trust Mortgage, Inc., Wells Fargo Home Mortgage
iii Applicable clients include: Homeward Residential, Inc f/k/a American Home
Mortgage Servicing, Inc./AHMSI, AMS Servicing LLC, GreenTree f/k/a Marix
Servicing, LLC, Sun Trust Mortgage, Inc., Wells Fargo Home Mortgage,
Dovenmuehle Mortgage, Inc., Rushmore Loan Management Services f/k/a UBS Special
Servicing Group
iv Applicable clients include: Homeward Residential, Inc f/k/a American Home
Mortgage Servicing, Inc./AHMSI, AMS Servicing LLC, GreenTree f/k/a Marix
Servicing, LLC, Sun Trust Mortgage, Inc., Wells Fargo Home Mortgage,
Dovenmuehle Mortgage, Inc., Rushmore Loan Management Services f/k/a UBS Special
Servicing Group
v Applicable clients include: Homeward Residential, Inc f/k/a American Home
Mortgage Servicing, Inc./AHMSI, AMS Servicing LLC, GreenTree f/k/a Marix
Servicing, LLC, Sun Trust Mortgage, Inc., Wells Fargo Home Mortgage,
Dovenmuehle Mortgage, Inc., Rushmore Loan Management Services f/k/a UBS Special
Servicing Group
EX-33.4
Select Portfolio Servicing, Inc. and Subsidiaries, an indirect subsidiary of
Credit Suisse (USA), Inc.
Management's Assertion of Compliance
1. Management of Select Portfolio Servicing, Inc. and Subsidiaries, an
indirect subsidiary of Credit Suisse (USA), Inc., (the "Company" or "SPS")
is responsible for assessing compliance with the servicing criteria
applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of
and for the year ended December 31, 2012 (the "Reporting Period"), as set
forth in Appendix A hereto. The transactions covered by this report include
asset-backed securities transactions for which SPS acted as servicer
involving residential mortgage-backed securities (the "Platform");
2. The Company has engaged certain vendors, which are not servicers as defined
in Item 1101(j) of Regulation AB (the "Vendors"), to perform specific,
limited or scripted activities, and SPS elects to take responsibility for
assessing compliance with the servicing criteria or portion of the servicing
criteria applicable to such Vendors' activities as set forth in Appendix A
hereto;
3. Except as set forth in paragraph 4 below, SPS used the criteria set forth
in paragraph (d) of Item 1122 of Regulation AB to assess the compliance
with the applicable servicing criteria;
4. The criteria listed in the column titled "Inapplicable Servicing Criteria"
on Appendix A hereto are inapplicable to SPS based on the activities it
performs, directly or through its Vendors, with respect to the Platform;
5. The Company has complied, in all material respects, with the applicable
servicing criteria as of December 31, 2012 and for the Reporting Period with
respect to the Platform taken as a whole;
6. The Company has not identified and is not aware of any material instance of
noncompliance by the Vendors with the applicable servicing criteria as of
and for the Reporting Period with respect to the Platform taken as a whole;
7. The Company has not identified any material deficiency in its policies and
procedures to monitor the compliance by the Vendors with the applicable
servicing criteria as of and for the Reporting Period with respect to the
Platform taken as a whole; and
8. KPMG LLP, a registered public accounting firm, has issued an attestation
report on SPS's assessment of compliance with the applicable servicing
criteria for the Reporting Period.
(page)
2/25/2013
Select Portfolio Servicing, Inc. and Subsidiaries,
an indirect subsidiary of Credit Suisse
(USA), Inc.
By: /s/ Timothy J. O'Brien
Timothy J. O'Brien
President & CEO
(page)
APPENDIX A
APPLICABLE
SERVICING CRITERIA SERVICING CRITERIA
Performed
by
Vendor(s)
Performed for which
Directly SPS is the INAPPLICABLE
by Responsible SERVICING
Reference Criteria SPS Party CRITERIA
General Servicing Considerations
Policies and procedures are instituted X
to monitor any performance or other
triggers and events of default in
accordance with the transaction
1122(d)(1)(i) agreements.
If any material servicing activities X
are outsourced to third parties, policies
and procedures are instituted to monitor
the third party's performance and
compliance with such servicing
1122(d)(1)(ii) activities.
Any requirements in the transaction X
agreements to maintain a back-up servicer
1122(d)(1)(iii) for the pool assets are maintained.
A fidelity bond and errors and X
omissions policy is in effect on the
party participating in the servicing
function throughout the reporting period
in the amount of coverage required by and
otherwise in accordance with the terms of
1122(d)(1)(iv) the transaction agreements.
Cash Collection and Administration
Payments on pool assets are deposited X
into the appropriate custodial bank
accounts and related bank clearing
accounts no more than two business days
following receipt, or such other number
of days specified in the transaction
1122(d)(2)(i) agreements.
Disbursements made via wire transfer on X
behalf of an obligor or to investor are
1122(d)(2)(ii) made only by authorized personnel.
Advances of funds or guarantees X
regarding collections, cash flows or
distributions, and any interest or other
fees charged for such advances, are made,
reviewed and approved as specified in
1122(d)(2)(iii) the transaction agreements.
The related accounts for the X
transaction, such as cash reserve
accounts or accounts established as a
form of overcollateralization, are
separately maintained (e.g., with respect
to commingling of cash) as set forth in
1122(d)(2)(iv) the transaction agreements.
Each custodial account is maintained at X
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 240 13k-1(b)(1)
1122(d)(2)(v) of this chapter.
Unissued checks are safeguarded so as X
1122(d)(2)(vi) to prevent unauthorized access.
Reconciliations are prepared on a X
monthly basis for all asset-backed
securities related bank accounts,
including custodial accounts and related
bank clearing accounts. These
reconciliations: (A) Are mathematically
accurate; (B) Are prepared within 30
calendar days after the bank statement
cutoff date, or such other number of days
specified in the transaction agreements;
(C) Are 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
1122(d)(2)(vii) agreements.
(page)
APPLICABLE
SERVICING CRITERIA SERVICING CRITERIA
Performed
by
Vendor(s)
Performed for which
Directly SPS is the INAPPLICABLE
by Responsible SERVICING
Reference Criteria SPS Party CRITERIA
Investor Remittances and Reporting
Reports to investors, including those X
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 the
trustee's records as to the total unpaid
principal balance and number of pool
1122(d)(3)(i) assets serviced by the servicer.
Amounts due to investors are allocated X
and remitted in accordance with
timeframes, distribution priority and
other terms set forth in the transaction
1122(d)(3)(ii) agreements.
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
1122(d)(3)(iii) agreements.
Amounts remitted to investors per the X
investor reports agree with cancelled
checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
Pool Asset Administration
Collateral or security on pool assets X
is maintained as required by the
transaction agreements or related
1122(d)(4)(i) mortgage loan documents.
Pool asset and related documents X
are safeguarded as required by the
1122(d)(4)(ii) transaction agreements.
Any additions, removals or substitutions X
to the asset pool are made, reviewed
and approved in accordance with
any conditions or requirements in the
1122(d)(4)(iii) transaction agreements.
Payments on pool assets, including any X
payoffs, made in accordance with the
related pool asset documents are posted
to the applicable 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
1122(d)(4)(iv) related pool asset documents.
The servicer's records regarding the X
pool assets agree with the servicer's
records with respect to an obligor's
1122(d)(4)(v) unpaid principal balance.
Changes with respect to the terms or 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
1122(d)(4)(vi) pool asset documents.
Loss mitigation or recovery actions 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
1122(d)(4)(vii) agreements.
(page)
APPLICABLE
SERVICING CRITERIA SERVICING CRITERIA
Performed
by
Vendor(s)
Performed for which
Directly SPS is the INAPPLICABLE
by Responsible SERVICING
Reference Criteria SPS Party CRITERIA
Records documenting collection efforts 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
example, phone calls, letters and payment
rescheduling plans in cases where
delinquency is deemed temporary (e.g.,
1122(d)(4)(viii) illness or unemployment).
Adjustments to interest rates or rates X X^1
of return for pool assets with variable
rates are computed based on the related
1122(d)(4)(ix) pool asset documents.
Regarding any funds held in trust for X X^1
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
1122(d)(4)(x) agreements.
Payments made on behalf of an obligor X X^1
(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
1122(d)(4)(xi) the transaction agreements.
Any late payment penalties in X X^1
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
1122(d)(4)(xii) to the obligor's error or omission.
Disbursements made on behalf of an X X^1
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
1122(d)(4)(xiii) agreements.
Delinquencies, charge-offs and X
uncollectible accounts are recognized and
recorded in accordance with the
1122(d)(4)(xiv) transaction agreements.
Any external enhancement or other X
support, identified in Item
1114(a)(1) through (3) or Item 1115 of
this Regulation AB, is maintained as set
1122(d)(4)(xv) forth in the transaction agreements.
1 SPS outsources a portion of the servicing criteria to Vendors and the Company has elected to take
responsibility for assessing such Vendors' compliance with the servicing criteria.
EX-33.5
(logo) SUNTRUST
Certification Regarding Compliance with Applicable Servicing Criteria
1. SunTrust Mortgage, Inc. is responsible for assessing compliance with the
servicing criteria applicable to it under paragraph (d) of Item 1122 of
Regulation AB, as of and for the 12-month period ending December 31, 2012
(the "Reporting Period"), as set forth in Appendix A hereto. The transactions
covered by this report include asset-backed securities transactions for which
SunTrust Mortgage, Inc. acted as servicer, involving residential mortgage
loans occurring after December 31, 2005 (the "Platform") as listed in
Appendix B;
2. SunTrust Mortgage, Inc. has engaged certain vendors, which are not deemed to
be servicers as defined in Item 1101(j) of Regulation AB (the "Vendors"), to
perform specific, limited or scripted activities, and SunTrust Mortgage, Inc.
elects to take responsibility for assessing compliance with the servicing
criteria or portion of the servicing criteria applicable to such Vendors'
activities as set forth in Appendix A hereto;
3. Except as set forth in paragraph 4 below, SunTrust Mortgage, Inc. used the
criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess
the compliance with the applicable servicing criteria;
4. The criteria listed in the column titled "Inapplicable Servicing Criteria" on
Appendix A hereto are inapplicable to SunTrust Mortgage, Inc. based on the
activities it performs, directly or through its Vendors, with respect to the
Platform;
5. Except as set forth on Appendix C, SunTrust Mortgage, Inc. has complied, in
all material respects, with the applicable servicing criteria as of December
31, 2012, and for the Reporting Period with respect to the Platform taken as
a whole;
6. SunTrust Mortgage, Inc. has not identified and is not aware of any material
instance of noncompliance by the Vendors with the applicable servicing
criteria as of December 31, 2012, and for the Reporting Period with respect
to the Platform taken as a whole;
7. Except as set forth on Appendix C, SunTrust Mortgage, Inc. has identified no
material deficiency in its policies and procedures to monitor the compliance
by the Vendors with the applicable servicing criteria as of December 31,
2012, and for the Reporting Period with respect to the Platform taken as a
whole; and
8. Ernst and Young LLP, a registered public accounting firm, has issued an
attestation report on SunTrust Mortgage, Inc.'s assessment of compliance with
the applicable servicing criteria for the Reporting Period.
SunTrust Mortgage, Inc
/s/ Michael R. Zarro, Jr.
Michael R. Zarro, Jr.
Executive VP-Servicing & Default Division
Dated: March 13, 2013
SunTrust Mortgage, Inc.
/s/ Jane Gershman
Jane Gershman
Senior VP - Servicing & Operation Division
Dated: March 13, 2013
(page)
APPENDIX A
INAPPLICABLE
APPLICABLE SERVICING
SERVICING CRITERIA SERVICING CRITERIA CRITERIA
NOT
Performed by performed by
Performed by subservicer(s) SunTrust
Vendor(s) for or vendor(s) Mortgage, Inc.
which for which or by
Performed SunTrust SunTrust subservicer(s)
Directly Mortgage, Inc. Mortgage, Inc. or vendor(s)
by is the is NOT the retained by
SunTrust Responsible Responsible SunTrust
Reference Criteria Mortgage, Inc. Party Party Mortgage, Inc.
General Servicing Considerations
Policies and procedures are instituted X
to monitor any performance or other
triggers and events of default in
accordance with the transaction
1122(d)(1)(i) agreements.
If any material servicing activities X
are outsourced to third parties, policies
and procedures are instituted to monitor
the third party's performance and
compliance with such servicing
1122(d)(1)(ii) activities.
Any requirements in the transaction X
agreements to maintain a back-up servicer
1122(d)(1)(iii) for the pool assets are maintained.
A fidelity bond and errors and X
omissions policy is in effect on the
party participating in the servicing
function throughout the reporting period
in the amount of coverage required by and
otherwise in accordance with the terms of
1122(d)(1)(iv) the transaction agreements.
Cash Collection and Administration
Payments on pool assets are deposited X X^1 X^2
into the appropriate custodial bank
accounts and related bank clearing
accounts no more than two business days
following receipt, or such other number
of days specified in the transaction
1122(d)(2)(i) agreements.
Disbursements made via wire transfer on X
behalf of an obligor or to investor are
1122(d)(2)(ii) made only by authorized personnel.
Advances of funds or guarantees X
regarding collections, cash flows or
distributions, and any interest or other
fees charged for such advances, are made,
reviewed and approved as specified in
1122(d)(2)(iii) the transaction agreements.
The related accounts for the X
transaction, such as cash reserve
accounts or accounts established as a
form of overcollateralization, are
separately maintained (e.g., with respect
to commingling of cash) as set forth in
1122(d)(2)(iv) the transaction agreements.
Each custodial account is maintained at X
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
1122(d)(2)(v) the requirements of Rule
X^1 Vendors: SpeedPay, CheckFree, and Western Union in aggregate are responsible for the payments component of
this criterion at levels less than 5%.
X^2 SunTrust Bank is responsible for the lockbox payments component of this criterion.
(page)
INAPPLICABLE
APPLICABLE SERVICING
SERVICING CRITERIA SERVICING CRITERIA CRITERIA
NOT
Performed by performed by
Performed by subservicer(s) SunTrust
Vendor(s) for or vendor(s) Mortgage, Inc.
which for which or by
Performed SunTrust SunTrust subservicer(s)
Directly Mortgage, Inc. Mortgage, Inc. or vendor(s)
by is the is NOT the retained by
SunTrust Responsible Responsible SunTrust
Reference Criteria Mortgage, Inc. Party Party Mortgage, Inc.
13k-1(b)(1) of the Securities Exchange
Act.
Unissued checks are safeguarded so as X
1122(d)(2)(vi) to prevent unauthorized access.
Reconciliations are prepared on a X
monthly basis for all asset-backed
securities related bank accounts,
including custodial 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
1122(d)(2)(vii) agreements.
Investor Remittances and Reporting
Reports to investors, including those X^3
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;
(D) agree with the investors' or trustee's
records as to the total unpaid principal
balance and number of pool assets
1122(d)(3)(i) serviced by the Servicer.
Amounts due to investors are allocated X^3
and remitted in accordance with
timeframes, distribution priority and
other terms set forth in the transaction
1122(d)(3)(ii) agreements.
Disbursements made to an investor are X^3
posted within two business days to the
Servicer's investor records, or such other
number of days specified in the transaction
1122(d)(3)(iii) agreements.
Amounts remitted to investors per the X^3
investor reports agree with cancelled
checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
Pool Asset Administration
X^3 For purposes of assessing the servicing criteria listed in Items 1122(d)(3)(i) - (iv), SunTrust Mortgage has
determined, consistent with the Securities and Exchange Commission Telephone Interpretation 11.03, that the
"investor" for these purposes is the entity to which SunTrust Mortgage provides the related information (i.e.,
master servicer, trustee, etc.).
(page)
INAPPLICABLE
APPLICABLE SERVICING
SERVICING CRITERIA SERVICING CRITERIA CRITERIA
NOT
Performed by performed by
Performed by subservicer(s) SunTrust
Vendor(s) for or vendor(s) Mortgage, Inc.
which for which or by
Performed SunTrust SunTrust subservicer(s)
Directly Mortgage, Inc. Mortgage, Inc. or vendor(s)
by is the is NOT the retained by
SunTrust Responsible Responsible SunTrust
Reference Criteria Mortgage, Inc. Party Party Mortgage, Inc.
Collateral or security on pool assets X^4
is maintained as required by the
transaction agreements or related
1122(d)(4)(i) mortgage loan documents.
Pool asset and related documents are X^4
safeguarded as required by the
1122(d)(4)(ii) transaction agreements
Any additions, removals or substitutions X
to the asset pool are made, reviewed
and approved in accordance with
any conditions or requirements in the
1122(d)(4)(iii) transaction agreements.
Payments on pool assets, including any 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
1122(d)(4)(iv) with the related pool asset documents.
The Servicer's records regarding the X
pool assets agree with the Servicer's
records with respect to an obligor's
1122(d)(4)(v) unpaid principal balance.
Changes with respect to the terms or 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
1122(d)(4)(vi) asset documents.
Loss mitigation or recovery actions 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
1122(d)(4)(vii) agreements.
Records documenting collection efforts 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
example, phone calls, letters and payment
rescheduling plans in cases where
delinquency is deemed temporary (e.g.,
1122(d)(4)(viii) illness or unemployment).
Adjustments to interest rates or rates X
of return for pool assets with variable
rates are computed based on the related
1122(d)(4)(ix) pool asset documents.
Regarding any funds held in trust for 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 assets, or such other number
of days specified in the transaction
1122(d)(4)(x) agreements.
X^4 1122(d)(4) (i),(ii) SunTrust Bank, the parent of SunTrust Mortgage, Inc., is responsible for the
safeguarding and custodial component of this criterion.
(page)
INAPPLICABLE
APPLICABLE SERVICING
SERVICING CRITERIA SERVICING CRITERIA CRITERIA
NOT
Performed by performed by
Performed by subservicer(s) SunTrust
Vendor(s) for or vendor(s) Mortgage, Inc.
which for which or by
Performed SunTrust SunTrust subservicer(s)
Directly Mortgage, Inc. Mortgage, Inc. or vendor(s)
by is the is NOT the retained by
SunTrust Responsible Responsible SunTrust
Reference Criteria Mortgage, Inc. Party Party Mortgage, Inc.
Payments made on behalf of an obligor X X^5
(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
1122(d)(4)(xi) the transaction agreements.
Any late payment penalties in 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
1122(d)(4)(xii) to the obligor's error or omission.
Disbursements made on behalf of an 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
1122(d)(4)(xiii) agreements.
Delinquencies, charge-offs, and X
uncollectible accounts are recognized and
recorded in accordance with the
1122(d)(4)(xiv) transaction agreements.
Any external enhancement or other X
support, identified in Item
1114(a)(1) through (3) or Item 1115 of
Regulation AB, is maintained as set
1122(d)(4)(xv) forth in the transaction agreements.
5 QBE aka Sterling National, aka ZC Sterling, Inc. is responsible for the insurance payments component of this
criterion.
(page)
2012 APPENDIX B
Year Deal ID
2006 GSAA 2006-1
2006 BAFC 2006-1
2006 SARM 2006-1
2006 LXS 2006-1
2006 BAFC 06-002
2006 JPALT 2006-SI
2006 LXS 2006-3
2006 LMT 2006-2
2006 SASCO 2006-3H
2006 MASTR 2006-1
2006 CSMC 2006-3
2006 GSAA 2006-5
2006 MALT 2006-2
2006 BAFC 2006-3
2006 SARM 2006-3
2006 JPALT 2006-S2
2006 JPMMT 2006-A3
2006 JPALT 2006-A2
2006 CSMC 2006-4
2006 LX2006-7
2006 BSABS 2006-SD2
2006 CMLTI 2006-4
2006 CSMC 2006-5
2006 JPMMT 2006-A4
2006 STALT 2006-1F
2006 MASTR 2006-2
2006 JPMMT 2006-S2
2006 JPALT 2006-S3
2006 MALT 2006-3
2006 BAFC 2006-4
2006 CSMC 2006-7
2006 JPMMT2006-A5
2006 LXS 2006-11
2006 LMT2006-4
2006 TMST 2006-5
2006 GSAA2006-14
2006 LXS 2006-15
2006 BAFC 2006-6
2006 BAFC 2006-5
2006 CSMC 2006-8
2006 JPMMT 2006-A6
2006 CSAB 06-02
2006 LMT 2006-7
(page)
2006 GSR 2006-9F
2006 MASTR 2006-3
2006 BSAB 2006-STI
2006 CSAB 2006-3
2006 BAFC 2006-7
2006 CSMC 2006-9
2006 GSAA 2006-17
2006 GSAA 2006-19
2006 JPALT 2006-S4
2006 GSAA 2006-20
2007 HALO 2007-AR1
2007 MALT 2007-1
2007 BAFC 2007-1
2007 CMLTI 2007-AR1
2007 CSMC 2007-1
2007 STARM 2007-1
2007 GSAA 2007-2
2007 BAFC 2007-2
2007 ARMT 2007-1
2007 WMLT 2007-A
2007 CSMC 2007-3
2007 JPMMT 2007-S1
2007 STARM 2007-2
2007 BAFC 2007-3TC
2007 CMLTI 2007-6
2007 CSAB 2007-1
2007 JPALT 2007-S1
2007 BAFC 2007-4
2007 ARMT 2007-2
2007 JPMMT 2007-S2
2007 CMLTI 2007-AR7
2007 HarborView 2007-4
2007 STARM 2007-3
2007 GSR 2007-4F
2007 STARM 2007-S1
2007 LMT 2007-7
2007 BAFC 2007-6
2007 CSMC 2007-5
2007 HALO 2007-AR2
2007 BAFC 2007-7
2007 STARM 2007-4
2007 BAFC 2007-8
2007 CSMC 2007-6
2007 MASTR 2007-1
2007 HALO 2007-2
2007 CMLTI 2007-10
(page)
2007 CSMC 2007-7
2007 MASTR 2007-2
2007 GSR 2007-5F
2008 BAFC 2008-1
2011 SEMT 2011-2
2005 2005-QWH13
2006 2006-QS1
2006 2006-QS10
2006 2006-QS11
2006 2006-QS12
2006 2006-QS13
2006 2006-QS14
2006 2006-QS15
2006 2006-QS16
2006 2006-QS17
2006 2006-QS18
2006 2006-QS3
2006 2006-QS4
2006 2006-QS6
2006 2006-QS7
2006 2006-QS8
2006 2006-QS9
2006 2006-RS3
2006 2006-RS4
2006 2006-RS5
2006 2006-RS6
2006 2006-S10
2006 2006-S11
2006 2006-S12
2006 2006-S5
2006 2006-S6
2006 2006-S7
2006 2006-S8
2006 2006-S9
2006 2006-WH11
2007 2007-DBALT-RAMP1
2007 2007-QA1
2007 2007-QA2
2007 2007-QS1
2007 2007-QS2
2007 2007-QS3
2007 2007-QS4
2007 2007-QS5
2007 2007-QS6
2007 2007-QS7
2007 2007-QS8
(page)
2007 2007-QS9
2007 2007-RS1
2007 2007-RS2
2007 2007-RZ1
2007 2007-S1
2007 2007-S4
2007 2007-S8
2007 2007-SA1
2007 2007-SARM-3 LEHMAN
2007 2007-SP2
2007 2007-SP3
(page)
APPENDIX C
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.
EX-33.6
(logo) WELLS FARGO
Wells Fargo Bank, N.A.
Home Mortgage Division
1 Home Campus
Des Moines, IA 50328-0001
Wells Fargo Bank, N.A.
2012 Certification Regarding Compliance with Applicable Servicing Criteria
1. Wells Fargo Bank, N.A. (the "Servicer") is responsible for assessing
compliance with the servicing criteria applicable to it under paragraph (d)
of Item 1122 of Regulation AB, as of and for the year ended December 31,
2012 (the "Reporting Period"), as set forth in Exhibit A hereto. The
transactions covered by this report include transactions for which the
Servicer's Wells Fargo Home Mortgage division acted as the primary servicer
of residential mortgage loans, other than the servicing of such loans for
Wells Fargo Bank, N.A. and affiliates, Freddie Mac, Fannie Mae, Ginnie Mae,
or a Federal Home Loan Bank (but including the servicing of loans for FHLB
Shared Funding securitizations)(the "Platform");
2. The Servicer has engaged certain vendors, which are not deemed to be
servicers as defined in Item 1101(j) of Regulation AB (the "Vendors"), to
perform specific, limited or scripted activities for the Reporting Period,
and the Servicer has elected to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable
to such Vendors' activities as set forth on Exhibit A hereto;
3. Except as set forth in paragraph 4 below, the Servicer used the criteria
set forth in paragraph (d) of Item 1122 of Regulation AB to assess the
compliance with the applicable servicing criteria;
4. The criteria listed in the column titled "Inapplicable Servicing Criteria"
on Exhibit A hereto are inapplicable to the Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;
5. The Servicer has complied, in all material respects, with the applicable
servicing criteria as of December 31, 2012, and for the Reporting Period
with respect to the Platform taken as a whole;
6. The Servicer has not identified and is not aware of any material instance
of noncompliance by the Vendors with the applicable servicing criteria as
of December 31, 2012, or for the Reporting Period with respect to the
Platform taken as a whole;
7. The Servicer has not identified any material deficiency in its policies and
procedures to monitor the compliance by the Vendors with the applicable
servicing criteria as of December 31, 2012, or for the Reporting Period with
respect to the Platform taken as a whole; and
8. KPMG LLP, an independent registered public accounting firm, has issued an
attestation report on the Servicer's assessment of compliance with the
applicable servicing criteria for the Reporting Period.
February 28, 2013
WELLS FARGO BANK, N.A.
By: /s/ Mary C. Coffin
Mary C. Coffin
Executive Vice President
By: /s/ Michael J. DeVito
Michael J. DeVito
Executive Vice President
(page)
EXHIBIT A
to
Wells Fargo Bank, N.A.'s
2012 Certification Regarding Compliance With Applicable Servicing Criteria
INAPPLICABLE
APPLICABLE SERVICING
SERVICING CRITERIA SERVICING CRITERIA CRITERIA
Performed Performed by
by subservicer(s) NOT
Vendor(s) or vendor(s) performed by
for which for which Servicer or by
Performed Servicer is Servicer is subservicer(s)
Directly the NOT the or vendor(s)
by Responsible Responsible retained by
Reference Criteria Servicer Party Party Servicer
General Servicing Considerations
Policies and procedures are instituted X
to monitor any performance or other
triggers and events of default in
accordance with the transaction
1122(d)(1)(i) agreements.
If any material servicing activities X
are outsourced to third parties, policies
and procedures are instituted to monitor
the third party's performance and
compliance with such servicing
1122(d)(1)(ii) activities.
Any requirements in the transaction X
agreements to maintain a back-up servicer
1122(d)(1)(iii) for the mortgage loans are maintained.
A fidelity bond and errors and X
omissions policy is in effect on the
party participating in the servicing
function throughout the reporting period
in the amount of coverage required by and
otherwise in accordance with the terms of
1122(d)(1)(iv) the transaction agreements.
Cash Collection and Administration
Payments on mortgage loans are deposited X^1 X^2
into the appropriate custodial bank
accounts and related bank clearing
accounts no more than two business days
following receipt, or such other number
of days specified in the transaction
1122(d)(2)(i) agreements.
Disbursements made via wire transfer on X
behalf of an obligor or to an investor
1122(d)(2)(ii) are made only by authorized personnel.
Advances of funds or guarantees X
regarding collections, cash flows or
distributions, and any interest or other
fees charged for such advances, are made,
reviewed and approved as specified in
1122(d)(2)(iii) the transaction agreements.
The related accounts for the X
transaction, such as cash reserve
accounts or accounts established as a
form of overcollateralization, are
separately maintained (e.g., with respect
to commingling of cash) as set forth in
1122(d)(2)(iv) the transaction agreements.
Each custodial account is maintained at X
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)
1122(d)(2)(v) of the Securities Exchange Act.
Unissued checks are safeguarded so as X^3 X^4
1122(d)(2)(vi) to prevent unauthorized access.
1 A portion of this servicing criterion is performed by a vendor, as set forth in footnote 2 below.
2 A lockbox vendor receives payments, creates transaction files, deposits checks, reconciles files to
deposits and transmits the transaction files to Wells Fargo.
3 A portion of this servicing criterion is performed by vendors, as set forth in footnote 4 below.
4 Insurance vendors prepare and safeguard checks on behalf of Wells Fargo.
(page)
INAPPLICABLE
APPLICABLE SERVICING
SERVICING CRITERIA SERVICING CRITERIA CRITERIA
Performed Performed by
by subservicer(s) NOT
Vendor(s) or vendor(s) performed by
for which for which Servicer or by
Performed Servicer is Servicer is subservicer(s)
Directly the NOT the or vendor(s)
by Responsible Responsible retained by
Reference Criteria Servicer Party Party Servicer
Reconciliations are prepared on a X
monthly basis for all asset-backed
securities related bank accounts,
including custodial 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
1122(d)(2)(vii) agreements.
Investor Remittances and Reporting
Reports to investors, including those X^5
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 mortgage
1122(d)(3)(i) loans serviced by the Servicer.
Amounts due to investors are allocated X
and remitted in accordance with
timeframes, distribution priority and
other terms set forth in the transaction
1122(d)(3)(ii) agreements.
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
1122(d)(3)(iii) agreements.
Amounts remitted to investors per the X
investor reports agree with cancelled
checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
Pool Asset Administration
Collateral or security on mortgage loans X
is maintained as required by the
transaction agreements or related
1122(d)(4)(i) mortgage loan documents.
Mortgage loan and related documents are X
safeguarded as required by the
1122(d)(4)(ii) transaction agreements
Any additions, removals or substitutions X
to the asset pool are made, reviewed
and approved in accordance with
any conditions or requirements in the
1122(d)(4)(iii) transaction agreements.
Payments on mortgage loans, including any X^6 X^7
payoffs, made in accordance with the
related mortgage loan 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
1122(d)(4)(iv) with the related mortgage loan documents.
5 Wells Fargo has determined that subsection (C) is not applicable to the activities it performs in its role
as primary servicer in servicing the loans in the Platform. The remainder of this criterion is performed
directly by Wells Fargo.
6 A portion of this servicing criterion is performed by a vendor, as set forth in footnote 6 below.
7 A lockbox vendor receives payments, creates transaction files, deposits checks, reconciles files to
deposit and transmits the transaction files to Wells Fargo.
(page)
INAPPLICABLE
APPLICABLE SERVICING
SERVICING CRITERIA SERVICING CRITERIA CRITERIA
Performed Performed by
by subservicer(s) NOT
Vendor(s) or vendor(s) performed by
for which for which Servicer or by
Performed Servicer is Servicer is subservicer(s)
Directly the NOT the or vendor(s)
by Responsible Responsible retained by
Reference Criteria Servicer Party Party Servicer
The Servicer's records regarding the X
mortgage loans agree with the Servicer's
records with respect to an obligor's
1122(d)(4)(v) unpaid principal balance.
Changes with respect to the terms or X
status of an obligor's mortgage loans
(e.g., loan modifications or re-agings) are
made, reviewed and approved by authorized
personnel in accordance with the
transaction agreements and related pool
1122(d)(4)(vi) asset documents.
Loss mitigation or recovery actions 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
1122(d)(4)(vii) agreements.
Records documenting collection efforts X
are maintained during the period a mortgage
loan 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 mortgage loans including, for
example, phone calls, letters and payment
rescheduling plans in cases where
delinquency is deemed temporary (e.g.,
1122(d)(4)(viii) illness or unemployment).
Adjustments to interest rates or rates X
of return for mortgage loans with variable
rates are computed based on the related
1122(d)(4)(ix) mortgage loan documents.
Regarding any funds held in trust for X
an obligor (such as escrow accounts): (A)
such funds are analyzed, in accordance
with the obligor's mortgage loan 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 mortgage loan
documents and state laws; and (C) such
funds are returned to the obligor within
30 calendar days of full repayment of the
related mortgage loans, or such other number
of days specified in the transaction
1122(d)(4)(x) agreements.
Payments made on behalf of an obligor X^8 X^9
(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
1122(d)(4)(xi) the transaction agreements.
Any late payment penalties in 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
1122(d)(4)(xii) to the obligor's error or omission.
Disbursements made on behalf of an X^10 X^11
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
1122(d)(4)(xiii) agreements.
Delinquencies, charge-offs and X
uncollectible accounts are recognized and
recorded in accordance with the
1122(d)(4)(xiv) transaction agreements.
Any external enhancement or other X
support, identified in Item
1114(a)(1) through (3) or Item 1115 of
Regulation AB, is maintained as set
1122(d)(4)(xv) forth in the transaction agreements.
8 A portion of this servicing criterion is performed by vendors, as set forth in footnote 8 below.
9 Insurance vendors obtain renewal invoices, create disbursement transactions and submit payments to
payees.
10 A portion of this servicing criterion is performed by one or more vendors, as set forth in footnote 10
below.
11 Insurance vendors obtain renewal invoices, create disbursement transactions and submit payments to
payees.
EX-33.7
(logo) WELLS FARGO
Brian W. Bartlett
Executive Vice President
and Business Manager
Corporate Trust Services
MAC R1204-010
9062 Old Annapolis Road
Columbia, MD 21045
Tel: 410 884-2087
Fax: 443 367-2894
brian.bartlett@wellsfargo.com
ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA
Corporate Trust Services division of Wells Fargo Bank, National Association
(the "Company") is responsible for assessing compliance with the applicable
servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities
and Exchange Commission. The Company has determined that the servicing criteria
are applicable in regards to the servicing platform for the period as follows:
Platform: Publicly-issued (i.e., transaction-level reporting initially required
under the Securities Exchange Act of 1934, as amended) and certain
privately-issued (i.e., for which transaction-level reporting is required
pursuant to contractual obligation) residential mortgage-backed securities,
commercial mortgage-backed securities and other asset-backed securities, for
which the Company provides master servicing, trustee, securities administration
or paying agent services, excluding any such securities issued by any agency or
instrumentality of the U.S. government (other than the Federal Deposit
Insurance Company) or any government sponsored entity, and further excluding
the transactions issued prior to 2006 for which Wells Fargo outsources all
material servicing activities (as defined by Regulation AB) (the "Platform").
Applicable Servicing Criteria: All servicing criteria set forth in Item
1122(d), to the extent required in the related transaction agreements, or
required by the Item 1122(d) servicing criteria in regards to the
activities performed by the Company, except for the following criteria:
1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii),
1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and
1122(d)(4)(xiii), which Management has determined are not applicable to the
activities the Company performs with respect to the Platform ("the Applicable
Servicing Criteria").
Period: As of and for the twelve months ended December 31, 2012 (the "Period").
Third parties classified as vendors: With respect to servicing criterion
1122(d)(4)(i), the Company has engaged a vendor to handle certain Uniform
Commercial Code filing functions required by the servicing criterion. The
Company has determined that this vendor is not considered a "servicer" as
defined in Item 1101(j) of Regulation AB, and the Company elects to take
responsibility for assessing compliance with the portion of the servicing
criterion applicable to this vendor as permitted by Interpretation 17.06 of the
SEC Division of Corporation Finance Manual of Publicly Available Telephone
Interpretations ("Interpretation 17.06"). The Company has policies and
procedures in place to provide reasonable assurance that the vendor's
activities comply in all material respects with the servicing criterion
applicable to the vendor. The Company is solely responsible for determining
that it meets the SEC requirements to apply Interpretation 17.06 for the vendor
and related criterion.
With respect to the Platform and the Period, the Company provides the following
assessment of compliance with respect to the Applicable Servicing Criteria:
1. The Company is responsible for assessing its compliance with the Applicable
Servicing Criteria.
2. The Company has assessed compliance with the Applicable Servicing Criteria,
including the servicing criterion for which compliance is determined based on
Interpretation 17.06 as described above. In performing this assessment,
management used the criteria set forth by the Securities and Exchange
Commission in paragraph (d) of Item 1122 of Regulation AB.
3. Based on such assessment, the Company has complied, in all material respects
with the Applicable Servicing Criteria, except as described in Schedule A
hereto.
4. Schedule B hereto includes Management's discussion of the exceptions noted in
Schedule A, including remediation efforts taken by the Company.
KPMG LLP, an independent registered public accounting firm, has issued an
attestation report on the Company's compliance with the Applicable Servicing
Criteria for the Period.
WELLS FARGO BANK, National Association
By: /s/ Brian Bartlett
Brian Bartlett
Title: Executive Vice President
Dated: February 28,2013
Wells Fargo Bank, N.A.
(logo) Together we'll go far
(page)
Schedule A
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.
Schedule B
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
EX-33.8
(logo) WELLS FARGO
Wells Fargo Bank, N.A.
Document Custody
1015 10th Avenue Southeast
Minneapolis, MN 55414
ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA
Management of the Document Custody Section of the Corporate Trust Services
division of Wells Fargo Bank, National Association (the "Company") is
responsible for assessing compliance with the servicing criteria set forth in
Item 1122(d) of Regulation AB of the Securities and Exchange Commission.
Management has determined that the servicing criteria are applicable in regard
to the servicing platform for the period as follows:
Platform:
Publicly-issued (i.e., transaction-level reporting required under the
Securities Exchange Act of 1934, as amended) residential mortgage-backed
securities and commercial mortgage-backed securities issued on or after January
1, 2006 for which the Company provides document custody services, excluding any
such securities issued by any agency or instrumentality of the U.S. government
(other than the Federal Deposit Insurance Company) or any government sponsored
entity (the "Platform").
Period: As of and for the twelve months ended December 31, 2012 (the "Period").
Applicable Servicing Criteria:
The servicing criteria set forth in Item 1122(d)(1)(iv), 1122(d)(4)(i) and
1122(d)(4)(ii), in regard to the activities performed by the Company with
respect to the Platform (the "Applicable Servicing Criteria"). Management of
the Company has determined that all other servicing criteria set forth in Item
1122(d) are not applicable to the Platform.
With respect to the Platform and the Period, the Company's management provides
the following assertion of compliance with respect to the Applicable Servicing
Criteria:
1. The Company's management is responsible for assessing the Company compliance
with the Applicable Servicing Criteria.
2. The Company management has assessed the Company compliance with the
Applicable Servicing Criteria. In performing this assessment, management used
the criteria set forth by the Securities and Exchange Commission in paragraph
(d) of Item 1122 of Regulation AB.
3. Based on such assessment as of and for the Period, the Company has complied,
in all material respects with the Applicable Servicing Criteria.
KPMG LLP, an independent registered public accounting firm, has issued an
attestation report with respect to management's assertion of compliance with the
Applicable Servicing Criteria as of and for the Period.
WELLS FARGO BANK, National Association
By: /s/ Shari Gillund
Shari L. Gillund
Title: Senior Vice President
Dated: February 15, 2013
Wells Fargo Bank, N.A.
EX-33.9
(logo) WELLS FARGO
Brian W. Bartlett
Executive Vice President
and Business Manager
Corporate Trust Services
MAC R1204-010
9062 Old Annapolis Road
Columbia, MD 21045
Tel: 410 884-2087
Fax: 443 367-2894
brian.bartlett@wellsfargo.com
ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA
Corporate Trust Services division of Wells Fargo Bank, National Association
(the "Company") is responsible for assessing compliance with the applicable
servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities
and Exchange Commission. The Company has determined that the servicing criteria
are applicable in regards to the servicing platform for the period as follows:
Platform: Publicly-issued (i.e., transaction-level reporting initially required
under the Securities Exchange Act of 1934, as amended) and certain
privately-issued (i.e., for which transaction-level reporting is required
pursuant to contractual obligation) residential mortgage-backed securities,
commercial mortgage-backed securities and other asset-backed securities, for
which the Company provides master servicing, trustee, securities administration
or paying agent services, excluding any such securities issued by any agency or
instrumentality of the U.S. government (other than the Federal Deposit
Insurance Company) or any government sponsored entity, and further excluding
the transactions issued prior to 2006 for which Wells Fargo outsources all
material servicing activities (as defined by Regulation AB) (the "Platform").
Applicable Servicing Criteria: All servicing criteria set forth in Item
1122(d), to the extent required in the related transaction agreements, or
required by the Item 1122(d) servicing criteria in regards to the
activities performed by the Company, except for the following criteria:
1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii),
1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and
1122(d)(4)(xiii), which Management has determined are not applicable to the
activities the Company performs with respect to the Platform ("the Applicable
Servicing Criteria").
Period: As of and for the twelve months ended December 31, 2012 (the "Period").
Third parties classified as vendors: With respect to servicing criterion
1122(d)(4)(i), the Company has engaged a vendor to handle certain Uniform
Commercial Code filing functions required by the servicing criterion. The
Company has determined that this vendor is not considered a "servicer" as
defined in Item 1101(j) of Regulation AB, and the Company elects to take
responsibility for assessing compliance with the portion of the servicing
criterion applicable to this vendor as permitted by Interpretation 17.06 of the
SEC Division of Corporation Finance Manual of Publicly Available Telephone
Interpretations ("Interpretation 17.06"). The Company has policies and
procedures in place to provide reasonable assurance that the vendor's
activities comply in all material respects with the servicing criterion
applicable to the vendor. The Company is solely responsible for determining
that it meets the SEC requirements to apply Interpretation 17.06 for the vendor
and related criterion.
With respect to the Platform and the Period, the Company provides the following
assessment of compliance with respect to the Applicable Servicing Criteria:
1. The Company is responsible for assessing its compliance with the Applicable
Servicing Criteria.
2. The Company has assessed compliance with the Applicable Servicing Criteria,
including the servicing criterion for which compliance is determined based on
Interpretation 17.06 as described above. In performing this assessment,
management used the criteria set forth by the Securities and Exchange
Commission in paragraph (d) of Item 1122 of Regulation AB.
3. Based on such assessment, the Company has complied, in all material respects
with the Applicable Servicing Criteria, except as described in Schedule A
hereto.
4. Schedule B hereto includes Management's discussion of the exceptions noted in
Schedule A, including remediation efforts taken by the Company.
KPMG LLP, an independent registered public accounting firm, has issued an
attestation report on the Company's compliance with the Applicable Servicing
Criteria for the Period.
WELLS FARGO BANK, National Association
By: /s/ Brian Bartlett
Brian Bartlett
Title: Executive Vice President
Dated: February 28,2013
Wells Fargo Bank, N.A.
(logo) Together we'll go far
(page)
Schedule A
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.
Schedule B
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
EX-34.1
(logo) KPMG
KPMG LLP
Suite 1400
55 Second Street
San Francisco, CA 94105
Report of Independent Registered Public Accounting Firm
The Board of Directors
First Republic Bank:
We have examined management's assessment, included in the accompanying
Management Assessment, that First Republic Bank (the Bank) complied with the
servicing criteria set forth in Item 1122(d) of the Securities and Exchange
Commission's Regulation AB for residential mortgage loans serviced for others
(the Platform), except for the servicing criteria 1122(d)(1)(iii),
1122(d)(3)(i)(C), and 1122(d)(4)(xv), which the Bank has determined are not
applicable to the activities it performs with respect to the Platform, as of
and for the year ended December 31, 2012. Appendix A to the Management
Assessment identifies the individual asset-backed transactions and securities
defined by management as constituting the Platform. Management is responsible
for the Bank's compliance with the servicing criteria. Our responsibility is to
express an opinion on management's assessment about the Bank's compliance based
on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Bank's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the Bank processed those selected transactions and performed those
selected activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Bank during the period covered by this report. Our procedures
were not designed to determine whether errors may have occurred either prior to
or subsequent to our tests that may have affected the balances or amounts
calculated or reported by the Bank during the period covered by this report for
the selected transactions or any other transactions. We believe that our
examination provides a reasonable basis for our opinion. Our examination does
not provide a legal determination on the Bank's compliance with the servicing
criteria.
As described in the accompanying Management's Assessment, for servicing criteria
1122(d)(4)(iv), 1122(d)(4)(xi), and 1122(d)(4)(xii), the Bank has engaged
certain vendors to perform the activities required by these servicing criteria.
The Bank has determined that none of these vendors are deemed to be "servicers"
as defined in Item 1101(j) of Regulation AB, and the Bank has elected to take
responsibility for assessing compliance with the servicing criteria applicable
to these vendors as permitted by Interpretation 17.06 of the SEC Division of
Corporation Finance Manual of Publicly Available Telephone Interpretations
(Interpretation 17.06). As permitted by Interpretation 17.06, the Bank has
asserted that it has policies and procedures in place designed to provide
reasonable assurance that the vendors' activities comply in all material
respects with the servicing criteria applicable to each vendor. The Bank is
solely responsible for determining that it meets the SEC requirements to apply
Interpretation 17.06 for the vendors and related criteria as described in its
assertion, and we performed no procedures with respect to the Bank's
eligibility to apply Interpretation 17.06.
In our opinion, management's assessment that the Bank complied with the
aforementioned servicing criteria, including 1122(d)(4)(iv), 1122(d)(4)(xi),
and 1122(d)(4)(xii) for which compliance is determined
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
("KPMG International"), a Swiss entity.
(page)
(logo) KPMG
based on Interpretation 17.06 as described above, as of and for the year ended
December 31, 2012 is fairly stated, in all material respects.
/s/ KPMG LLP
San Francisco, California
February 26, 2013
EX-34.2
(logo) Deloitte
Deloitte & Touche LLP
1700 Market Street
Philadelphia, Pennsylvania 19103-3984
USA
Tel: (215) 246-2300
Fax: {215) 569-2441
www.us.deloitte.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
PHH Mortgage Corporation
Mt. Laurel, NJ 08054
We have examined PHH Mortgage Corporation's (the "Company's") compliance with
the servicing criteria set forth in Item 1122(d) of the Securities and Exchange
Commission's Regulation AB for the Loan Platform (the "Platform") described in
the accompanying Management's Report on Assessment of Compliance with SEC
Regulation AB Servicing Criteria ("Management's Assertion") as of and for the
year ended December 31,2012, excluding criteria 1122 (d)(3)(i)(c), (d)(4)(xv),
and (d)(1)(iii), which management has determined are not applicable to the
activities performed by the Company with respect to the Platform. Management is
responsible for the Company's compliance with the servicing criteria. Our
responsibility is to express an opinion on the Company's compliance with the
servicing criteria based on our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants, as
adopted by the Public Company Accounting Oversight Board (United States), and,
accordingly, included examining, on a test basis, evidence about the Company's
compliance with the applicable servicing criteria, including tests on a sample
basis of the servicing activities related to the Platform, determining whether
the Company performed those selected activities in compliance with the
servicing criteria during the specified period, and performing such other
procedures as we considered necessary in the circumstances. Our procedures were
limited to selected servicing activities performed by the Company during the
period covered by this report and, accordingly, such samples may not have
included servicing activities related to each asset-backed transaction included
in the Platform. Further, an examination is not designed to detect
noncompliance arising from errors that may have occurred prior to the period
specified above that may have affected the balances or amounts calculated or
reported by the Company during the period covered by this report. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
As described in management's assertion, for servicing criteria 1122(d)(2)(i),
1122(d)(2)(ii), 1122(d)(4)(iv), 1122(d)(4)(vii), 1122(d)(4)(viii), and
1122(d)(4)(xi), the Company has engaged a vendor to perform certain activities
required by these servicing criteria. The Company has determined that this
vendor is not considered a "servicer" as defined in Item 1101(j) of Regulation
AB, and the Company has elected to take responsibility for assessing compliance
with the servicing criteria applicable to this vendor as permitted by
Interpretation 17.06 of the SEC Division of Corporation Finance Manual of
Publicly Available Telephone Interpretations (Interpretation 17.06). As
permitted by Interpretation 17.06, the Company has asserted that it has
policies and procedures in place designed to provide reasonable assurance that
the vendor's activities comply in all material respects with the servicing
criteria applicable to this vendor. The Company is solely responsible for
determining that it meets the SEC requirements to apply Interpretation 17.06
for
(page)
the vendor and related criteria as described in its assertion, and we
performed no procedures with respect to the Company's determination of its
eligibility to use Interpretation 17.06.
Our examination disclosed the following instance of material noncompliance with
criteria applicable to the Company during the year ended December 31, 2012:
Standard Description
1122(d)(4)(vii) During the year ended December 31, 2012, it was determined
certain foreclosure proceedings were not concluded in
accordance with the published Fannie Mae foreclosure
timelines.
In our opinion, except for the material noncompliance described in the
preceding paragraph, the Company complied, in all material respects, with the
aforementioned applicable servicing criteria for PHH Mortgage Corporation's
Regulation AB Platform as of and for the year ended December 31, 2012.
/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
February 28, 2013
EX-34.3
(logo) Grant Thornton
Audit * Tax * Advisory
Grant Thornton LLP
515 South Flower Street, 7th Floor
Los Angeles, CA 90071-2201
T 213.627.1717
F 213.624.6793
www.GrantThornton.com
Report of Independent Registered Public Accounting Firm
Board of Directors
QBE FIRST Insurance Agency, Inc.
We have examined management's assertion, included in the accompanying
Management's Assertion on Compliance with Regulation AB Servicing
Criteria("Management's Report"), that QBE FIRST Insurance Agency, Inc. (the
"Company") complied with the servicing criteria set forth in Item 1122(d) of
the U.S. Securities and Exchange Commission's Regulation AB for the FIRST
Integrated Product Solution Platform (the "Platform") described in the
accompanying Management's Report as of and for the year ended December 31,
2012, excluding criteria 1122(d)(1)(i) through 1122(d)(1)(iii), 1122(d)(2)(i)
through 1122(d)(2)(v), 1122(d)(2)(vii), 1122(d)(3)(i) through 1122(d)(3)(iv),
1122(d)(4)(i) through 1122(d)(4)(x) and 1122(d)(4)(xiv) through 1122(d)(4)(xv),
which management has determined are not applicable to the activities performed
by the Company with respect to the Platform. The Platform constitutes all the
asset-backed securities transactions described in Management's Assertion on
Compliance with Regulation AB Servicing Criteria for the applicable clients
noted in Exhibit A. Management is responsible for the Company's compliance
with the applicable servicing criteria. Our responsibility is to express an
opinion on management's assertion about the Company's compliance with the
applicable servicing criteria for the Platform based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
applicable servicing criteria for the Platform and performing such other
procedures as we considered necessary in the circumstances. Our examination
included testing selected asset-backed transactions and securities constituting
the Platform and evaluating whether the Company performed servicing activities
related to those transactions and securities in compliance with the applicable
servicing criteria for the period covered by this report. Accordingly, our
testing may not have included servicing activities related to each asset-backed
transaction or security constituting the Platform. Further, our examination was
not designed to detect material noncompliance that may have occurred prior to
the period covered by this report and that may have affected the Company's
servicing activities during the period covered by this report. We believe that
out examination provides a reasonable basis for our opinion. Our examination
does not provide a legal determination on the Company's compliance with the
applicable servicing criteria.
In our opinion, management's assertion that QBE FIRST Insurance Agency, Inc.
complied with the aforementioned applicable servicing criteria as of and for
the year ended December 31, 2012 for the FIRST Integrated Product Solution
Platform is fairly stated, in all material respects.
/s/GRANT THORNTON LLP
Los Angeles, California
February 8, 2013
Grant Thornton LLP
U.S. member firm of Grant Thornton International Ltd
EX-34.4
(logo) KPMG
KPMG LLP
Aon Center
Suite 5500
200 East Randolph Drive
Chicago, IL 60601-6436
Report of Independent Registered Public Accounting Firm
To the Advisory Committee of Select Portfolio Servicing, Inc. and Subsidiaries,
an indirect subsidiary of Credit Suisse (USA), Inc.:
We have examined management's assessment, included in the accompanying
Management's Assertion of Compliance, that Select Portfolio Servicing, Inc. and
Subsidiaries, an indirect subsidiary of Credit Suisse (USA), Inc., (the
"Company") complied with the servicing criteria set forth in Item 1122(d) of
the Securities and Exchange Commission's Regulation AB for the primary
servicing of residential mortgage-backed securities (the '"Platform"), except
for servicing criteria 1122(d)(l)(iii), 1122(d)(3)(i), 1122(d)(3)(ii),
1122(d)(3)(iii), 1122(d)(3)(iv), 1122(d)(4)(i), 1122(d)(4)(ii), 1122(d)(4)(iii)
and 1122(d)(4)(xv), which management has determined are not applicable to the
activities the Company performs with respect to the Platform, as of and for the
year ended December 31, 2012. Management is responsible for the Company's
compliance with the servicing criteria. Our responsibility is to express an
opinion on management's assertion about the Company's compliance based on our
examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the Company processed those selected transactions and performed those
selected activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
As described in the accompanying Management's Assertion of Compliance, for
servicing criteria 1122(d)(4)(ix), 1122(d)(4)(x)(A), 1122(d)(4)(xi),
1122(d)(4)(xii) and 1122(d)(4)(xiii), the Company has engaged various vendors
to perform the activities required by these servicing criteria. The Company has
determined that none of these vendors is considered a "servicer" as defined in
Item 1101(j) of Regulation AB, and the Company has elected to take
responsibility for assessing compliance with the servicing criteria applicable
to each vendor as permitted by Interpretation 17.06 of the SEC Division of
Corporation Finance Manual of Publicly Available Telephone Interpretations
("Interpretation 17.06"). As permitted by Interpretation 17.06, the Company has
asserted that it has policies and procedures in place designed to provide
reasonable
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
("KPMG International"), a Swiss entity
(page)
assurance that the vendors' activities comply in all material respects with the
servicing criteria applicable to each vendor. The Company is solely responsible
for determining that it meets the SEC requirements to apply Interpretation
17.06 for the vendors and related criteria as described in its assertion, and
we performed no procedures with respect to the Company's eligibility to apply
Interpretation 17.06.
In our opinion, management's assessment that the Company complied with the
aforementioned servicing criteria, including servicing criteria l122(d)(4)(ix),
1122(d)(4)(x)(A), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii) for
which compliance is determined based on Interpretation 17.06 as described
above, as of and for the year ended December 31, 2012, is fairly stated, in
all material respects.
/s/ KPMG LLP
Chicago, Illinois
February 25,2013
EX-34.5
(logo) Ernst & Young LLP
Ernst & Young LLP
The Edgeworth Building
Suite 201
2100 East Cary Street
Richmond, VA 23223
Tel: + 1 804 344 6000
Fax: +1 804 344 4514
www.ey.com
Report of Independent Registered Public Accounting Firm
Board of Directors
SunTrust Mortgage, Inc.
We have examined management's assertion, included in the accompanying
Certification Regarding Compliance with Applicable Servicing Criteria, that
SunTrust Mortgage, Inc. (the Company) complied with the servicing criteria set
forth in Item 1122 (d) of the Securities and Exchange Commission's Regulation
AB for the residential mortgage loan servicing platform, except for the
instances of material noncompliance described therein, as of and for the year
ended December 31, 2012, and except for criteria 1122 (d)(1)(iii), 1122 (d)(
4)(i), 1122 (d)(4)(ii), and 1122 (d)(4)(xv), which the Company has determined
are not applicable to the activities performed by them with respect to the
servicing platform covered by this report. See Appendix B of management's
assertion for the asset backed transactions covered by this platform.
Management is responsible for the Company's compliance with those servicing
criteria. Our responsibility is to express an opinion on management's assertion
about the Company's compliance with the servicing criteria based on our
examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants, as
adopted by the Public Company Accounting Oversight Board (United States) and,
accordingly, included examining, on a test basis, evidence about the Company's
compliance with the applicable servicing criteria and performing such other
procedures as we considered necessary in the circumstances. Our examination
included testing of less than all of the individual asset backed transactions
and securities that comprise the platform, testing of less than all of the
servicing activities related to the Platform and determining whether the
Company processed those selected transactions and performed those selected
activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
1303-1044654
A member firm of Ernst & Young Global Limited
1
(page)
(logo) ERNST & YOUNG
Our examination disclosed the following material noncompliance with servicing
criteria 1122 (d)(1)(ii), 1122 (d)(2)(v), 1122 (d)(4)(vi), and 1122 (d)(4)(vii)
applicable to the Company during the year ended December 31, 2012:
*1122 (d)(1)(ii)-For material servicing activities outsourced to third parties,
policies and procedures were not adequate to monitor the third party's
performance and compliance with such servicing activities.
*1122 (d)(2)(v)-Certain custodial accounts were not maintained in accordance
with the requirements as set forth in the transaction agreements.
*1122 (d)(4)(vi)-Certain loan modifications were not made, reviewed or approved
in accordance with the transaction agreements and/or related pool asset
documents.
*1122 (d)(4)(vii)-Certain loss mitigation actions or recovery actions were not
initiated, conducted and/or concluded in accordance with timeframes or other
requirements established by the transaction agreements.
The information in the accompanying Certification Regarding Compliance with
Applicable Servicing Criteria, under Appendix C, regarding remediation
activities is presented by the Company for information purposes. Such
information has not been subjected to the procedures applied in our examination
of management's assertion as described above and accordingly, we express no
opinion on it.
In our opinion, except for the material noncompliance described in the third
paragraph, the Company complied, in all material respects, with the
aforementioned servicing criteria as of and for the year ended December 31,
2012.
/s/ Ernst & Young LLP
March 13, 2013
1303-1044654
2
A member firm of Ernst & Young Global Limited
EX-34.6
(logo) KPMG
KPMG LLP
2500 Ruan Center
666 Grand Avenue
Des Moines, IA 50309
Report of Independent Registered Public Accounting Firm
The Board of Directors
Wells Fargo Bank, N.A.:
We have examined management's assessment. included in the accompanying 2012
Certification Regarding Compliance with Applicable Servicing Criteria, that
Wells Fargo Bank, N.A. (the Company) complied with the servicing criteria set
forth in Item 1122(d) of the Securities and Exchange Commission's Regulation
AB for its primary servicing of residential mortgage loans, other than the
servicing of such loans for the Company and affiliates, Freddie Mac, Fannie
Mae, Ginnie Mae, or a Federal Home Loan Bank (but including the servicing of
loans for FHLB Shared Funding securitizations) (the Platform), except for
servicing criteria 1122(d)(1)(iii) and 1122(d)(4)(xv), which the Company has
determined are not applicable to the activities it performs with respect to the
Platform, as of and for the year ended December 31, 2012. Management is
responsible for the Company's compliance with the servicing criteria. Our
responsibility is to express an opinion on management's assessment about the
Company's compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the Company processed those selected transactions and performed those
selected activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
As described in the accompanying 2012 Certification Regarding Compliance with
Applicable Servicing Criteria, for servicing criteria 1122(d)(2)(i),
1122(d)(2)(vi), 1122(d)(4)(iv), 1122(d)(4)(xi) and 1122(d)(4)(xiii), the
Company engaged various vendors to perform the activities required by these
servicing criteria. The Company has determined that none of these vendors is
considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the
Company has elected to take responsibility for assessing compliance with the
servicing criteria applicable to each vendor as permitted by Interpretation
17.06 of the SEC Division of
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
("KPMG International"), a Swiss entity
(page)
(logo) KPMG
Corporation Finance Manual of Publicly Available Telephone Interpretations
("Interpretation 17.06"). As permitted in Interpretation 17.06, the Company as
asserted that it has policies and procedures in place designed to provide
reasonable assurance that the vendors' activities comply in all material
respects with the servicing criteria applicable to each vendor. The Company is
solely responsible for determining that it meets the SEC requirements to apply
Interpretation 17.06 for the vendors and related criteria as described in its
assertion, and we performed no procedures with respect to the Company's
eligibility to apply Interpretation 17.06.
In our opinion, management's assessment that the Company complied with the
aforementioned servicing criteria, including servicing criteria 1122(d)(2)(i),
1122(d)(2)(vi), 1122(d)(4)(iv), 1122(d)(4)(xi) and 1122(d)(4)(xiii) for which
compliance is determined based on Interpretation 17.06 as described above, as
of and for the year ended December 31, 2012 is fairly stated, in all material
respects.
/s/ KPMG LLP
Des Moines, Iowa
February 28, 2013
EX-34.7
(logo) KPMG
KPMG LLP
Aon Center
Suite 5500
200 East Randolph Drive
Chicago, IL 60601-6436
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank, National Association:
We have examined the Corporate Trust Services division of Wells Fargo Bank,
National Association's (the Company) compliance with the servicing criteria set
forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB
for publicly-issued (i.e., transaction-level reporting initially required under
the Securities Exchange Act of 1934, as amended) and certain privately-issued
(i.e., for which transaction-level reporting is required pursuant to contractual
obligation) residential mortgage-backed securities, commercial mortgage-backed
securities and other asset-backed securities for which the Company provides
master servicing, trustee, securities administration and/or paying agent
services, excluding any such securities issued by an agency or instrumentality
of the U.S. government (other than the Federal Deposit Insurance Corporation)
or any government sponsored entity, and further excluding the transactions
issued prior to 2006 for which Wells Fargo outsources all material servicing
activities (as defined by Regulation AB) (the Platform), except for servicing
criteria 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii),
1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and
1122(d)(4)(xiii), which the Company has determined are not applicable to the
activities it performs with respect to the Platform, as of and for the twelve
months ended December 31, 2012. Management is responsible for the Company's
compliance with the servicing criteria. Our responsibility is to express an
opinion on the Company's compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the Company processed those selected transactions and performed those
selected activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
As described in management's Assessment of Compliance With the Applicable
Servicing Criteria, for servicing criterion 1122(d)(4)(i), the Company has
engaged a vendor to perform the activities required by this servicing
criterion. The Company has determined that this vendor is not considered a
"servicer" as defined in Item 1101(j) of Regulation AB, and the Company has
elected to take responsibility for assessing compliance with the servicing
criterion applicable to this vendor as permitted by Interpretation 17.06 of the
SEC Division of Corporation Finance Manual of Publicly Available Telephone
Interpretations ("Interpretation 17.06"). As permitted by Interpretation 17.06,
the Company has asserted that it has
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
("KPMG International"), a Swiss entity.
(page)
policies and procedures in place designed to provide reasonable assurance that
the vendor's activities comply in all material respects with the servicing
criterion applicable to the vendor. The Company is solely responsible for
determining that it meets the SEC requirements to apply Interpretation 17.06
for the vendor and related criterion as described in management's Assessment of
Compliance With the Applicable Servicing Criteria, and we performed no
procedures with respect to the Company's eligibility to apply Interpretation
17.06.
Our examination disclosed the following material noncompliance with servicing
criteria 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as applicable to the Company
during the twelve months ended December 31, 2012:
* 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.
In our opinion, except for the material noncompliance described above, the
Company complied with the aforementioned servicing criteria, including
servicing criterion 1122(d)(4)(i) for which compliance is determined based on
Interpretation 17.06 as described above, as of and for the twelve months ended
December 31, 2012, in all material respects.
We do not express an opinion or any form of assurance on Management's
Discussion on Material Instances of Noncompliance by the Company included in
Schedule B of management's Assessment of Compliance with the Applicable
Servicing Criteria.
/s/ KPMG LLP
Chicago, Illinois
February 28, 2013
EX-34.8
(logo) KPMG
KPMG LLP
Aon Center
Suite 5500
200 East Randolph Drive
Chicago, IL 60601-6436
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank, National Association:
We have examined the management's assessment, included in the accompanying
Assessment of Compliance with the Applicable Servicing Criteria, that the
Document Custody Section of the Corporate Trust Services division of Wells
Fargo Bank, National Association (the Company) complied with the servicing
criteria set forth in Item 1122(d) of the Securities and Exchange Commission's
Regulation AB for publicly-issued (i.e., transaction-level reporting initially
required under the Securities Exchange Act of 1934, as amended) residential
mortgage-backed securities and commercial mortgage-backed securities issued on
or after January 1, 2006 for which the Company provides document custody
services, excluding any such securities issued by any agency or instrumentality
of the U.S. government (other than the Federal Deposit Insurance Company) or
any government sponsored entity (the Platform), as of and for the twelve months
ended December 31, 2012. Management has determined that servicing criteria
1122(d)(1)(iv), 1122(d)(4)(i) and 1122(d)(4)(ii) are applicable to the
activities it performs with respect to the Platform, and that all other
servicing criteria set forth in Item 1122(d) are not applicable to the document
custody services provided by the Company with respect to the Platform.
Management is responsible for the Company's compliance with the servicing
criteria. Our responsibility is to express an opinion on management's assessment
about the Company's compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the Company processed those selected transactions and performed those
selected activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
("KPMG International"), a Swiss entity.
(page)
(logo) KPMG
In our opinion, management's assessment that the Company complied with the
aforementioned servicing criteria, as of and for the twelve months ended
December 31, 2012 is fairly stated, in all material respects.
/s/ KPMG LLP
Chicago, Illinois
February 15, 2013
EX-34.9
(logo) KPMG
KPMG LLP
Aon Center
Suite 5500
200 East Randolph Drive
Chicago, IL 60601-6436
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank, National Association:
We have examined the Corporate Trust Services division of Wells Fargo Bank,
National Association's (the Company) compliance with the servicing criteria set
forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB
for publicly-issued (i.e., transaction-level reporting initially required under
the Securities Exchange Act of 1934, as amended) and certain privately-issued
(i.e., for which transaction-level reporting is required pursuant to contractual
obligation) residential mortgage-backed securities, commercial mortgage-backed
securities and other asset-backed securities for which the Company provides
master servicing, trustee, securities administration and/or paying agent
services, excluding any such securities issued by an agency or instrumentality
of the U.S. government (other than the Federal Deposit Insurance Corporation)
or any government sponsored entity, and further excluding the transactions
issued prior to 2006 for which Wells Fargo outsources all material servicing
activities (as defined by Regulation AB) (the Platform), except for servicing
criteria 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii),
1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and
1122(d)(4)(xiii), which the Company has determined are not applicable to the
activities it performs with respect to the Platform, as of and for the twelve
months ended December 31, 2012. Management is responsible for the Company's
compliance with the servicing criteria. Our responsibility is to express an
opinion on the Company's compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the Company processed those selected transactions and performed those
selected activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
As described in management's Assessment of Compliance With the Applicable
Servicing Criteria, for servicing criterion 1122(d)(4)(i), the Company has
engaged a vendor to perform the activities required by this servicing
criterion. The Company has determined that this vendor is not considered a
"servicer" as defined in Item 1101(j) of Regulation AB, and the Company has
elected to take responsibility for assessing compliance with the servicing
criterion applicable to this vendor as permitted by Interpretation 17.06 of the
SEC Division of Corporation Finance Manual of Publicly Available Telephone
Interpretations ("Interpretation 17.06"). As permitted by Interpretation 17.06,
the Company has asserted that it has
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
("KPMG International"), a Swiss entity.
(page)
policies and procedures in place designed to provide reasonable assurance that
the vendor's activities comply in all material respects with the servicing
criterion applicable to the vendor. The Company is solely responsible for
determining that it meets the SEC requirements to apply Interpretation 17.06
for the vendor and related criterion as described in management's Assessment of
Compliance With the Applicable Servicing Criteria, and we performed no
procedures with respect to the Company's eligibility to apply Interpretation
17.06.
Our examination disclosed the following material noncompliance with servicing
criteria 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as applicable to the Company
during the twelve months ended December 31, 2012:
* 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.
In our opinion, except for the material noncompliance described above, the
Company complied with the aforementioned servicing criteria, including
servicing criterion 1122(d)(4)(i) for which compliance is determined based on
Interpretation 17.06 as described above, as of and for the twelve months ended
December 31, 2012, in all material respects.
We do not express an opinion or any form of assurance on Management's
Discussion on Material Instances of Noncompliance by the Company included in
Schedule B of management's Assessment of Compliance with the Applicable
Servicing Criteria.
/s/ KPMG LLP
Chicago, Illinois
February 28, 2013
EX-35.1
(logo) FIRST REPUBLIC BANK
It's a privilege to serve you
Feb 28, 2013
Servicer Compliance Statement
For SEMT 2011-2 (see Schedule A)
(i) a review of the Servicer's activities during the reporting period from
January 1, 2012 through December 31, 2012 and of its performance under the
Agreements (each of the agreements and the Reconstitution Agreement as
defined on Schedule A attached hereto) from the above referenced trust
during such period has been made under such officer's supervision, and
(ii) to the best of such officers' knowledge, based on such review, the
Servicer has fulfilled all of its obligations under the Agreements and any
applicable Reconstitution Agreement in all material respects throughout such
reporting period (or applicable portion thereof) or, if there has been a
failure to fulfill any such obligation in any material respect, specifically
identifying each such failure known to such officer and the nature and the
status thereof.
First Republic Bank
/s/ Lionel Antunes
Lionel Antunes
Vice President of Residential Lending
February 28, 2013
SCHEDULE A
1. Flow Mortgage Loan Sale and Servicing Agreement dated as of July 1, 2010,
between Redwood Residential Acquisition Corporation and First Republic Bank, as
modified by Reconstitution Agreement dated September 27, 2011; and
2. Flow Mortgage Loan Sale and Servicing Agreement dated as of April 8, 2011,
between DLJ Mortgage Capital, Inc. and First Republic Bank, as modified by
Reconstitution Agreement dated September 27, 2011
San Francisco Palo Alto Los Angeles Santa Barbara Newport Beach San Diego
Portland Boston Greenwich New York
111 PINE STREET, SAN FRANCISCO, CALIFORNIA 94111, TEL (415) 392-1400 OR
(800) 392-1400, FAX (415) 392-1413
CONVENIENT INTERNET BANKING AT www.firstrepublic.com * MEMBER FDIC
EX-35.2
PHH Mortgage
(logo) PHH
2001 Bishop Gate Blvd
Mount Laurel, NJ 08054
February 28, 2013
Re: Annual Compliance Statement
Attention: Servicer Compliance Team, Stephanie White
Address: 9062 Old Annapolis Road
MAC X2302-033N2702-011
Columbia, MD 21045
Deal Name: Sequoia 2011-2
PHH Investor code: G90, categories 003 and 004
Agreement: Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as
of July 21, 2010 between Redwood Residential Acquisition Corporate
and PHH Mortgage Corporation as modified by the Assignment Assumption
and Recognition Agreement dated September 27, 2011
Dear Sir and/or Madame:
This statement of compliance is being provided in accordance with Item 1123 of
Regulation AB. The Undersigned hereby states that:
1. I am an authorized officer of PHH Mortgage Corporation (the "Servicer");
2. A review of the Servicer's activities during the period from January 1, 2012
through December 31, 2012 (the "Reporting Period") and its performance under
the Agreement has been made under my supervision; and
3. To the best of my knowledge, based on such review, the Servicer has fulfilled
all of its obligations under the Agreement in all material respects
throughout the Reporting Period.
By: /s/ Greg Bronczyk
Name: Greg Bronczyk
Title: Vice President
(logo) EQUAL HOUSING LENDER
EX-35.3
(logo) SPS SELECT
Portfolio
SERVICING, inc.
Agreement: See Schedule of Agreements
Dated: See Attached Schedule
ANNUAL STATEMENT AS TO COMPLIANCE
In accordance with the applicable section in each of the Pooling and Servicing
Agreements specified:
i. a review of the activities of the Servicer during the year ended December
31, 2012 and of performance under this Agreement has been made under such
officers' supervision; and
ii. to the best of such officers' knowledge, based on such review, SPS, in its
capacity as the Servicer, Special Servicer or Modification Oversight Agent
has fulfilled all of its obligations and no default has occurred under this
Agreement throughout such year.
February 22, 2013
/s/ Timothy J. O'Brien
Timothy J. O'Brien
President
Select Portfolio Servicing, Inc.
3815 South West Temple | Salt Lake City, Utah 84115| telephone (801) 293-1881|
web www.spservicing.com
(page)
Schedule of Agreements
Sale and Servicing Agreement among ITLA Mortgage Loan Securitization 2002-1,
L.L.C., Issuer, ITLA Capital Corporation, Seller and Master Servicer, Fairbanks
Capital Corp., Servicer, Wells Fargo Bank Minnesota, National Association,
Trustee and Wells Fargo Bank Minnesota, National Association, Backup Servicer
3/1/2002
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital Inc., Seller, Wells Fargo Bank Minnesota N.A., Master Servicer and
Trust Administrator, Washington Mutual Mortgage Securities Corp., Seller and
Servicer, Greenpoint Mortgage Funding, Inc., Seller and Servicer, Fairbanks
Capital Corp., Servicer and Special Servicer, and U.S. Bank, National
Association, Trustee-Pooling and Servicing Agreement-CSFB Mortgage-Backed
Pass-through Certificates, Series 2003-AR30
12/1/2003
Assignment and Assumption Agreement by and among Fidelity Funding Mortgage
Corp., Fairbanks Capital Corp., and Cargill Financial Services Corporation
relating to Fidelity Funding Home Equity Loan Trust 1997-1
6/1/1999
Fairbanks Capital Corp. as Servicer, Lehman Capital as Seller and Wells Fargo
Bank, MN NA, as Master Servicer -Amortizing Residential Collateral Mortgage
Pass-Through Certificates, Series 2001-BC6
10/1/2001
Pooling and Servicing Agreement -Asset Backed Securities Corporation,
Depositor, DLJ Mortgage Capital, Inc., Seller, Fairbanks Capital Corp.,
Servicer, and Wells Fargo Bank Minnesota NA, Trustee-Asset Backed Securities
Corporation Home Equity Loan Trust 2002-HE2
5/1/2002
Servicing Agreement Among DLJ Mortgage Capital, Inc. and Credit Suisse First
Boston Financial Corporation, as Owners and Fairbanks Capital Corp., as
Servicer -Residential Mortgage Loans (for the Reconstituted Servicing Agreement
between Hudson City Savings Bank, Purchaser, DLJ Mortgage Capital, Inc.,
Seller, Select Portfolio Servicing, Inc, Servicer and Universal Master
Servicing, LLC, Master Servicer)
8/14/2002
Financial Asset Securities Corp., Depositor Fairbanks Capital Corp., Servicer
and Wells Fargo Bank Minnesota, National Association, Trustee -Pooling and
Servicing Agreement -First Franklin Mortgage Loan Trust 2002-FFA
9/1/2002
Financial Asset Securities Corp., Depositor, Fairbanks Capital Corp., Servicer
and Wells Fargo Bank Minnesota National Association, Trustee-Pooling and
Servicing Agreement -First Franklin Mortgage Loan Trust 2003-FF1
4/1/2003
Page 1 of 11
(page)
Schedule of Agreements
Asset Backed Securities Corporation, Depositor, Fairbanks Capital Corp.,
Servicer and Wells Fargo Bank Minnesota, NA, Trustee-Pooling and Servicing
Agreement-Asset Backed Securities Corporation Home Equity Loan Trust 2003-HEl
1/1/2003
Select Portfolio Servicing, Inc. as servicer in trust for ACE Securities Corp.
Home Equity Loan Trust, Series 2004-HE4 and DB Structured Products, Inc.,
Owner-Servicing Agreement -Fixed Rate And Adjustable Rate Mortgage Loans
11/1/2004
ACE Securities Corp., Depositor, Ocwen Federal Bank FSB, A Servicer Option One
Mortgage Corporation, A Servicer, Select Portfolio Servicing, Inc., A Servicer,
Wells Fargo Bank, N.A., Master Servicer And Securities Administrator and HSBC
Bank USA, National Association, Trustee-Pooling And Servicing Agreement-ACE
Securities Corp. Home Equity Loan Trust, Series 2005-SD1, Asset Backed
Pass-Through Certificates
1/1/2005
Select Portfolio Servicing, Inc., Servicer and DB Structured Products, Inc.,
Owner-Servicing Agreement-Fixed Rate And Adjustable Rate Mortgage Loans-Deutsche
Alt-A Securities, Inc. Mortgage Loan Trust, Series 2005-1
1/1/2005
Asset Backed Securities Corporation, Depositor, DLJ Mortgage Capital, Inc.,
Seller, Select Portfolio Servicing, Inc., Servicer, Wells Fargo Bank, N.A.,
Master Servicer and U.S. Bank National Association, Trustee-Pooling And
Servicing Agreement-Asset Backed Securities Corporation Home Equity Loan Trust,
Series NC 2005-HE4
5/1/2005
Select Portfolio Servicing, Inc., Servicer and DB Structured Products, Inc.,
Owner-Servicing Agreement-Fixed Rate And Adjustable Rate Mortgage
Loans-Deutsche Alt-A Securities, Inc. Mortgage Loan Trust, Series 2005-3
1/1/2005
Select Portfolio Servicing, Inc., Servicer and DB Structured Products, Inc.,
Owner-Servicing Agreement -Fixed Rate And Adjustable Rate Mortgage Loans -ACE
Securities Corp. Home Equity Loan Trust, Series 2005-SD2
1/1/2005
Nomura Home Equity Loan, Inc., Depositor, Nomura Credit & Capital, Inc.,
Seller, Select Portfolio Servicing, Inc., a Servicer, Option One Mortgage
Corporation, a Servicer, Countrywide Home Loans Servicing LP, a Servicer, Wells
Fargo Bank, National Association, Master Servicer and Securities Administrator
and HSBC Bank USA, National Association, Trustee -Pooling and Servicing
Agreement-Nomura Home Equity Loan, Inc., Asset-Backed Certificates, Series
2005-HE1
10/1/2005
Page 2 of 11
(page)
Schedule of Agreements
Asset Backed Securities Corporation, Depositor, DLJ Mortgage Capital, Inc.,
Seller, Select Portfolio Servicing, Inc., Servicer, Mortgageramp Inc., Loan
Performance Advisor, U.S. Bank National Association, Trustee and Wells Fargo
Bank, N.A., Master Servicer, Paying Agent And Swap Administrator-Pooling and
Servicing Agreement-Asset Backed Securities Corporation Home Equity Loan Trust,
Series NC 2005-HE8
10/1/2005
Select Portfolio Servicing, Inc., Servicer and DB Structured Products, Inc.,
Owner-Servicing Agreement -Fixed Rate and Adjustable Rate Mortgage Loans
-Deutsche Alt-A Securities Inc. Mortgage Loan Trust, Series 2006-AF1
3/1/2006
Select Portfolio Servicing, Inc., Servicer and DB Structured Products, Inc.,
Owner-Servicing Agreement -Fixed Rate and Adjustable Rate Mortgage Loans -ACE
Securities Corp. Home Equity Loan Trust, Series 2006-SD1
2/28/2006
GS Mortgage Securities Corp., Depositor, Litton Loan Servicing LP, Servicer,
Select Portfolio Servicing, Inc., Servicer, Avelo Mortgage, L.L.C., Servicer,
J.P. Morgan Trust Company, National Association, Custodian, U.S. Bank National
Association, Custodian, Deutsche Bank National Trust Company, Custodian,
LaSalle Bank National Association, Trustee, and Wells Fargo Bank, N.A., Master
Servicer and Securities Administrator-Pooling and Servicing Agreement-GSAMP
Trust 2006-HE3
5/1/2006
Select Portfolio Servicing, Inc., Servicer and DB Structured Products, Inc.,
Owner - Servicing Agreement-Fixed Rate and Adjustable Rate Mortgage Loans-ACE
Securities Corp. Home Equity Loan Trust, Series 2006-SD2
5/31/2006
GS Mortgage Securities Corp., Depositor, Litton Loan Servicing LP, Servicer,
Select Portfolio Servicing, Inc., Servicer, Avelo Mortgage, L.L.C., Servicer,
J.P. Morgan Trust Company, National Association, Custodian, U.S. Bank National
Association, Custodian, Deutsche Bank National Trust Company, Custodian,
LaSalle Bank National Association, Trustee and Wells Fargo Bank, N.A., Master
Servicer and Securities Administrator-Pooling And Servicing Agreement-GSAMP
Trust 2006-HE4
6/1/2006
GS Mortgage Securities Corp., Depositor, Litton Loan Servicing LP, Servicer,
Select Portfolio Servicing, Inc., Servicer, Avelo Mortgage, L.L.C., Servicer,
J.P. Morgan Trust Company, National Association, Custodian, U.S. Bank National
Association, Custodian, Deutsche Bank National Trust Company, Custodian,
LaSalle Bank National Association, Trustee, and Wells Fargo Bank, N.A., Master
Servicer and Securities Administrator-Pooling and Servicing Agreement-GSAMP
Trust 2006-HE5
8/1/2006
Page 3 of 11
(page)
Schedule of Agreements
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank N.A., Servicer, Master Servicer and
Trust Administrator, Banco Popular De Puerto Rico, Servicer, Select Portfolio
Servicing, Inc., Servicer and Special Servicer, and U.S. Bank National
Association, Trustee-Pooling and Servicing Agreement-CSMC Mortgage-Backed
Pass-Through Certificates, Series 2006-9
10/1/2006
Select Portfolio Servicing, Inc., Servicer and DB Structured Products, Inc.,
Owner-Servicing Agreement -Fixed Rate And Adjustable Rate Mortgage Loans -ACE
Securities Corp. Home Equity Loan Trust, Series 2006-SD3
10/31/2006
Asset Backed Securities Corporation, Depositor, DLJ Mortgage Capital, Inc.,
Seller, Nationstar Mortgage LLC, Servicer, Select Portfolio Servicing, Inc.,
Servicer, Wells Fargo Bank, N.A., Master Servicer and Trust Administrator,
Officetiger Global Real Estate Services Inc., Loan Performance Advisor and U.S.
Bank National Association, Trustee -Pooling And Servicing Agreement -Asset
Backed Securities Corporation Home Equity Loan Trust, Series MO 2006-HE6
11/1/2006
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank, N.A., Master Servicer, Servicer and
Trust Administrator, Select Portfolio Servicing, Inc., Servicer, Special
Servicer and Modification Oversight Agent, Washington Mutual Mortgage
Securities Corp., Servicer, and U.S. Bank National Association, Trustee -Series
Supplement to Standard Terms of Pooling and Servicing Agreement -Adjustable
Rate Mortgage Trust 2007-1
2/1/2007
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank, N.A., Master Servicer, Servicer and
Trust Administrator, Select Portfolio Servicing, Inc., Servicer, Special
Servicer and Modification Oversight Agent, and U.S. Bank National Association,
Trustee-Series Supplement to Standard Terms of Pooling and Servicing Agreement
-Adjustable Rate Mortgage Trust 2007-2
5/1/2007
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank N.A., Servicer, Master Servicer and
Trust Administrator, Banco Popular De Puerto Rico, Servicer, Greenpoint
Mortgage Funding, Inc., Servicer and a Seller, Select Portfolio Servicing,
Inc., Servicer, Special Servicer and Modification Oversight Agent and U.S. Bank
National Association, Trustee-Pooling and Servicing Agreement -CSMC
Mortgage-Backed Pass-Through Certificates, Series 2007-1
1/1/2007
Page 4 of 11
(page)
Schedule of Agreements
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., a Seller, Wells Fargo Bank N.A., a Servicer, Master Servicer and
Trust Administrator, Greenpoint Mortgage Funding, Inc., a Servicer and a
Seller, Select Portfolio Servicing, Inc., a Servicer, Special Servicer, and
Modification Oversight Agent and U.S. Bank National Association,
Trustee-Pooling and Servicing Agreement-CSMC Mortgage-Backed Pass-Through
Certificates, Series 2007-2
2/1/2007
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank N.A., Servicer, Master Servicer and
Trust Administrator, Universal Master Servicing LLC., Servicer, Washington
Mutual Mortgage Securities Corp., Servicer, Select Portfolio Servicing, Inc.,
Servicer, Special Servicer and Modification Oversight Agent and U.S. Bank
National Association, Trustee-Pooling and Servicing Agreement-CSMC
Mortgage-Backed Pass-Through Certificates, Series 2007-3
3/1/2007
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank N.A., Servicer, Master Servicer and
Trust Administrator, Universal Master Servicing, LLC, Servicer, Select
Portfolio Servicing, Inc., Servicer, Special Servicer and Modification
Oversight Agent and U.S. Bank National Association, Trustee-Pooling and
Servicing Agreement-CSAB Mortgage-Backed Pass-Through Certificates, Series
2007-1
4/1/2007
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank N.A., Servicer, Master Servicer and
Trust Administrator, Universal Master Servicing, LLC., Servicer, Select
Portfolio Servicing, Inc., Servicer, Special Servicer, and Modification
Oversight Agent and U.S. Bank National Association, Trustee-Pooling and
Servicing Agreement-CSMC Mortgage-Backed Pass-Through Certificates, Series
2007-4
5/1/2007
Asset Backed Securities Corporation, Depositor, DLJ Mortgage Capital, Inc.
Seller, Select Portfolio Servicing, Inc., Servicer, Officetiger Global Real
Estate Services Inc., Loan Performance Advisor and Wells Fargo Bank, N.A.,
Trustee-Pooling and Servicing Agreement-Asset Backed Securities Corporation
Home Equity Loan Trust, Series AMQ 2007-HE2
5/1/2007
Financial Asset Securities Corp., Depositor, Litton Loan Servicing LP,
Servicer, Wells Fargo Bank, N.A., Master Servicer and Trust Administrator and
Deutsche Bank National Trust Company, Trustee -Pooling and Servicing
Agreement-Soundview Home Loan Trust 2007-2
9/1/2007
Page 5 of 11
(page)
Schedule of Agreements
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank N.A., Servicer, Master Servicer and
Trust Administrator, Banco Popular De Puerto Rico, Servicer and Back-Up
Servicer, R&G Mortgage Corp., Servicer, Select Portfolio Servicing, Inc.,
Servicer, Special Servicer and Modification Oversight Agent and U.S. Bank
National Association, Trustee-Pooling and Servicing Agreement-CSMC
Mortgage-Backed Pass-Through Certificates, Series 2007-5
7/1/2007
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank, N.A., Master Servicer, Servicer and
Trust Administrator, Select Portfolio Servicing, Inc., Servicer, Special
Servicer and Modification Oversight Agent, and U.S. Bank National Association,
Trustee-Series Supplement to Standard Terms of Pooling and Servicing
Agreement-Adjustable Rate Mortgage Trust 2007-3
9/1/2007
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank N.A., Servicer, Master Servicer and
Trust Administrator, Bank of America, National Association, Servicer, Universal
Master Servicing, LLC., Servicer, Select Portfolio Servicing, Inc., Servicer,
Special Servicer, and Modification Oversight Agent and U.S. Bank National
Association, Trustee-Series Supplement to Standard Terms of the Pooling and
Servicing Agreement-CSMC Mortgage-Backed Pass-Through Certificates, Series
2007-6
9/1/2007
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank N.A., Servicer, Master Servicer and
Trust Administrator, Universal Master Servicing LLC., Servicer, Banco Popular
De Puerto Rico, Servicer and Back-Up Servicer, Greenpoint Mortgage Funding,
Inc., Servicer, Select Portfolio Servicing, Inc., Servicer, Special Servicer
and Modification Oversight Agent and U.S. Bank National Association, Trustee
-Pooling and Servicing Agreement-CSMC Mortgage-Backed Pass-Through
Certificates, Series 2007-7
1/11/2007
Aames Mortgage Investment Trust 2005-4, as Issuer, Morgan Stanley ABS Capital I
Inc., As Depositor, Wells Fargo Bank, N.A., as Trust Administrator and Master
Servicer, Aames Capital Corporation, as Servicer, Aames Investment Corporation,
as Seller and Deutsche Bank National Trust Company, as Indenture
Trustee-Transfer and Servicing Agreement-Aames Mortgage Investment Trust 2005-4
9/1/2005
Aames Mortgage Investment Trust 2006-1, as Issuer, Financial Asset Securities
Corp., as Depositor, Wells Fargo Bank, N.A., as Trust Administrator and Master
Servicer, Aames Funding Corporation, as Servicer, Aames Investment Corporation,
as Sponsor and Deutsche Bank National Trust Company, As Indenture
Trustee-Transfer And Servicing Agreement
4/1/2006
Page 6 of 11
(page)
Schedule of Agreements
Flow Mortgage Loan Servicing Rights Sale and Servicing Agreement Among Select
Portfolio Servicing, Inc., as Servicer, DLJ Mortgage Capital, Inc., as
Servicing Rights Purchaser, and Redwood Residential Acquisition Corporation, as
Owner
5/5/2011
Assignment, Assumption and Recognition Agreement for the Sequoia Mortgage Trust
2011-2, among Redwood Residential Acquisition Corporation (the "Assignor"),
Sequoia Residential Funding, Inc. (the "Depositor"), Select Portfolio
Servicing, Inc., (the "Servicer"), DLJ Mortgage Capital, Inc. (the "Servicing
Rights Purchaser") and U.S. Bank National Association, as trustee, servicing
under the Flow Mortgage Loan Servicing Rights Sale and Servicing Agreement
Among Select Portfolio Servicing, Inc., as Servicer, DLJ Mortgage Capital,
Inc., as Servicing Rights Purchaser, and Redwood Residential Acquisition
Corporation, as Owner
9/27/2011
Reconstituted Servicing Agreement, dated as of November 1, 2006, between
Greenwich Capital Financial Products, Inc., Countrywide Home Loans, Inc.,
Countrywide Home Loans Servicing LP, as servicer, and acknowledged by Wells
Fargo Bank, N.A., as trustee-HarborView Mortgage Loan Trust 2006-12
11/1/2006
Reconstituted Servicing Agreement, dated as of February 1, 2007, between
Greenwich Capital Financial Products, Inc., Countrywide Home Loans, Inc.,
Countrywide Home Loans Servicing LP, as servicer, and acknowledged by Wells
Fargo Bank, N.A., as trustee-HarborView Mortgage Loan Trust 2007-1
2/1/2007
Reconstituted Servicing Agreement, dated as of February 1, 2006, between
Luminent Mortgage Capital, Inc., as sponsor, Countrywide Home Loans, Inc.,
Countrywide Home Loans Servicing LP, as servicer, Greenwich Capital Acceptance,
Inc., as depositor, Maia Mortgage Finance Statutory Trust, as seller, Wells
Fargo Bank, N.A., as master servicer and securities administrator, and
acknowledged by HSBC Bank USA, National Association, as trustee-Luminent
Mortgage Trust 2006-2
2/1/2006
Banc of America Mortgage Securities, Inc., as Depositor, Bank of America, N.A.,
as Servicer and Wells Fargo Bank, N.A., as Trustee-Pooling and Servicing
Agreement-Mortgage Pass-Through Certificates, Series 2005-5
5/26/2005
Banc of America Mortgage Securities, Inc., as Depositor, Bank of America, N.A.,
as Servicer and Wells Fargo Bank, N.A., as Trustee -Pooling and Servicing
Agreement-Mortgage Pass-Through Certificates, Series 2005-12
12/29/2005
Page 7 of ll
(page)
Schedule of Agreements
Assignment, Assumption and Recognition Agreement for the Sequoia Mortgage Trust
2012-1, among Redwood Residential Acquisition Corporation (the "Assignor"),
Sequoia Residential Funding, Inc. (the "Depositor"), Select Portfolio
Servicing, Inc., (the "Servicer"), DLJ Mortgage Capital, Inc. (the "Servicing
Rights Purchaser") and U.S. Bank National Association, as trustee, servicing
under the Flow Mortgage Loan Servicing Rights Sale and Servicing Agreement
Among Select Portfolio Servicing, Inc., as Servicer, DLJ Mortgage Capital,
Inc., as Servicing Rights Purchaser, and Redwood Residential Acquisition
Corporation, as Owner
1/27/2012
Credit Suisse First Boston Mortgage Securities Corp., Depositor, Wells Fargo
Bank, N.A., Master Servicer and Securities Administrator, Select Portfolio
Servicing, Inc., Servicer and U.S. Bank National Association, Trustee-Pooling
and Servicing Agreement -CSMC Trust 2012-CIM1
3/1/2012
Credit Suisse First Boston Mortgage Securities Corp., Depositor, Wells Fargo
Bank, N.A., Master Servicer and Securities Administrator, Select Portfolio
Servicing, Inc., Servicer and U.S. Bank National Association, Trustee-Pooling
and Servicing Agreement -CSMC Trust 2012-CIM2
6/1/2012
Securitized Asset Backed Receivables LLC, Depositor, Countrywide Home Loans
Servicing LP, Servicer, Decision One Mortgage Company LLC, Responsible Party,
and Wells Fargo Bank, National Association, Trustee-Pooling and Servicing
Agreement-Securitized Asset Backed Receivables LLC Trust 2004-D01
7/1/2004
Securitized Asset Backed Receivables LLC, Depositor, Countrywide Home Loans
Servicing LP, Servicer, Decision One Mortgage Company LLC, Responsible Party
and Wells Fargo Bank, National Association, Trustee-Pooling and Servicing
Agreement-Securitized Asset Backed Receivables LLC Trust 2004-D02
9/1/2004
Securitized Asset Backed Receivables LLC, Depositor, Countrywide Home Loans
Servicing LP, Servicer, Mortgageramp Inc., Loan Performance Advisor, Fremont
Investment & Loan, Responsible Party and Wells Fargo Bank, National
Association, Trustee -Pooling and Servicing Agreement -Securitized Asset Backed
Receivables LLC Trust 2005-FR3
7/1/2005
Securitized Asset Backed Receivables LLC, Depositor, Countrywide Home Loans
Servicing LP, Servicer, Homeq Servicing Corporation, Servicer, Mortgageramp,
Inc., Loan Performance Advisor, NC Capital Corporation, Responsible Party, WMC
Mortgage Corp., Responsible Party and Wells Fargo Bank, National Association,
Trustee-Pooling and Servicing Agreement-Securitized Asset Backed Receivables
Llc Trust 2005 HE1
11/1/2005
Page 8 of 11
(page)
Schedule of Agreements
Deutsche Alt-A Securities, Inc., Depositor, Wells Fargo Bank, N.A., Master
Servicer and Securities Administrator, Clayton Fixed Income Services Inc., as
Credit Risk Manager and HSBC Bank USA, National Association, Trustee-Pooling
and Servicing Agreement -Mortgage Pass-Through Certificates Series 2007-AB1
3/1/2007
Deutsche Alt-A Securities, Inc., Depositor and Wells Fargo Bank, N.A., Master
Servicer and Securities Administrator and HSBC Bank USA, National Association,
Trustee-Pooling and Servicing Agreement-Mortgage Pass Through Certificates
Series 2007-AR1
1/1/2007
Deutsche Alt-A Securities, Inc., Depositor and Wells Fargo Bank, N.A., Master
Servicer and Securities Administrator and Clayton Fixed Income Services Inc.,
Credit Risk Manager and HSBC Bank USA, National Association, Trustee -Pooling
and Servicing Agreement-Mortgage Pass-Through Certificates Series 2007-AR2
2/1/2007
Deutsche Alt-A Securities, Inc., Depositor and Wells Fargo Bank, N.A., Master
Servicer and Securities Administrator and HSBC Bank USA, National Association,
Trustee-Pooling and Servicing Agreement-Mortgage Pass-Through Certificates
Series 2007-BAR1
2/1/2007
HSI Asset Securitization Corporation, Depositor, Wells Fargo Bank, N.A., Master
Servicer, Securities Administrator and Custodian, Deutsche Bank National Trust
Company, Trustee and Officetiger Global Real Estate Services Inc., Credit Risk
Manager -Pooling and Servicing Agreement-HSI Asset Securitization Corporation
Trust 2007-HE1
2/1/2007
HSI Asset Securitization Corporation, Depositor, Wells Fargo Bank, N.A.,
Master Servicer, Securities Administrator and Custodian, Deutsche Bank National
Trust Company, Trustee and Officetiger Global Real Estate Services Inc., Credit
Risk Manager -Pooling and Servicing Agreement-HSI Asset Securitization
Corporation Trust 2007-HE2
4/1/2007
HSI Asset Securitization Corporation, Depositor, Wells Fargo Bank, N.A., Master
Servicer, Securities Administrator and Custodian, Deutsche Bank National Trust
Company, Trustee and Officetiger Global Real Estate Services Inc., Credit Risk
Manager -Pooling and Servicing Agreement -HSI Asset Securitization Corporation
Trust 2007-NC1
5/1/2007
Page 9 of 11
(page)
Schedule of Agreements
Financial Asset Securities Corp., Depositor, Litton Loan Servicing LP,
Servicer, Wells Fargo Bank, N.A., Master Servicer and Trust Administrator and
Deutsche Bank National Trust Company, Trustee -Pooling and Servicing Agreement
-Soundview Home Loan Trust 2007-2
9/1/2007
Assignment, Assumption and Recognition Agreement among EMC Mortgage
Corporation, the Assignor, U.S. Bank National Association, not individually but
solely as trustee for the holders of the Bear Stearns Asset Backed Securities I
Trust 2005-AC5, Asset-Backed Certificates, Series 2005-AC5, Assignee and
Savannah Bank, NA dba Harbourside Mortgage Corporation, the Company
7/29/2005
Assignment, Assumption and Recognition Agreement among EMC Mortgage
Corporation, the Assignor, U.S. Bank National Association, not individually but
solely as trustee for the holders of the Bear Stearns Asset Backed Securities I
Trust 2005-AC8, Asset-Backed Certificates, Series 2005-AC8, Assignee and
Savannah Bank, NA, the Company
10/31/2005
Assignment, Assumption and Recognition Agreement among EMC Mortgage
Corporation, the Assignor, U.S. Bank National Association, not individually but
solely as trustee for the holders of the Bear Stearns Asset Backed Securities I
Trust 2006-AC1, Asset-Backed Certificates, Series 2006-AC1, Assignee and
Savannah Bank, NA dba Harbourside Mortgage Corporation, the Company
1/31/2006
Assignment, Assumption and Recognition Agreement among EMC Mortgage
Corporation, the Assignor, U.S. Bank National Association, not individually but
solely as trustee for the holders of the Bear Stearns Asset Backed Securities I
Trust 2006-AC2, Asset-Backed Certificates, Series 2006-AC2, Assignee and
Savannah Bank, NA dba Harbourside Mortgage Corporation, the Company
2/28/2006
Assignment, Assumption and Recognition Agreement among EMC Mortgage
Corporation, the Assignor, JPMorgan Chase Bank, National Association, not
individually but solely as trustee for the holders of the Bear Stearns ALT-A
Trust 2005-8, Mortgage Pass-Through Certificates, Series 2005-8, Assignee and
Savannah Bank, NA dba Harbourside Mortgage Corporation, the Company
8/31/2005
Assignment, Assumption and Recognition Agreement among EMC Mortgage
Corporation, the Assignor, JPMorgan Chase Bank, National Association, not
individually but solely as trustee for the holders of the Bear Stearns ALT-A
Trust 2005-9, Mortgage Pass-Through Certificates, Series 2005-9, Assignee and
Savannah Bank, NA dba Harbourside Mortgage Corporation, the Company
9/30/2005
Page 10 of 11
(page)
Schedule of Agreements
Assignment, Assumption and Recognition Agreement among EMC Mortgage
Corporation, the Assignor, JPMorgan Chase Bank, National Association, not
individually but solely as trustee for the holders of the Bear Stearns ALT-A
Trust 2006-1 Mortgage Pass-Through Certificates, Series 2006-1 , Assignee and
Savannah Bank, NA dba Harbourside Mortgage Corporation, the Company
1/31/2006
Assignment, Assumption and Recognition Agreement among EMC Mortgage
Corporation, the Assignor, JPMorgan Chase Bank, National Association, not
individually but solely as trustee for the holders of the Bear Stearns ALT-A
Trust 2006-2 Mortgage Pass-Through Certificates, Series 2006-2, Assignee and
Savannah Bank, NA dba Harbourside Mortgage Corporation, the Company
3/1/2006
Credit Suisse First Boston Mortgage Securities Corp., Depositor, Wells Fargo
Bank, N.A., Master Servicer and Securities Administrator, Select Portfolio
Servicing, Inc., Servicer and Christiana Trust, A Division of Wilmington
Savings Fund Society, FSB, Trustee-Pooling and Servicing Agreement-CSMC Trust
2012-CIM3
11/1/2012
ACE Securities Corp., Depositor, Wells Fargo Bank Minnesota, National
Association, Master Servicer and Securities Administrator and Bank One,
National Association, Trustee -Pooling and Servicing Agreement -ACE Securities
Corp. Home Equity Loan Trust, Series 2002-HE3
12/1/2002
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital Inc., Seller, Select Portfolio Servicing Inc., Wells Fargo Bank, N.A.,
Wilshire Credit Corporation, Servicers, Wells Fargo Bank, N.A., Master Servicer
and Trust Administrator and U.S. Bank National Association, Trustee-Pooling and
Servicing Agreement-CSFB Mortgage Pass-Through Certificates, Series 2004-CF2
9/1/2004
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank, N.A., Master Servicer, Servicer,
Back-Up Servicer and Trust Administrator, Chase Manhattan Mortgage Corporation,
Master Servicer, Washington Mutual Mortgage Securities Corp., Seller and
Servicer, Fairbanks Capital Corp., Greenpoint Mortgage Funding, Inc.,
Servicers, Wilshire Credit Corporation, Special Servicer, and U.S. Bank
National Association, Trustee -Pooling and Servicing Agreement -Mortgage-Backed
Pass-Through Certificates, Series 2004-AR5
5/1/2004
Pool and Servicing Agreement-Contimortgage Home Equity Loan Trust 1999-3
6/1/1999
Page 11 of 11
EX-35.4
(logo) Wells Fargo Home Mortgage
Wells Fargo Home Mortgage
One Home Campus
Des Moines, IA 50328-0001
Wells Fargo Bank, N.A.
Servicer Compliance Statement
I, Jackie C. Mueller, Senior Vice President of Wells Fargo Bank, N.A. ("Wells
Fargo") hereby state that:
1. A review of the activities of Wells Fargo during the calendar year 2012 and
of Wells Fargo's performance under the servicing agreements(s) listed on the
attached Exhibit A (the "Servicing Agreement(s)") has been made under my
supervision.
2. To the best of my knowledge, based on such review, Wells Fargo has fulfilled
all of its obligations under the Servicing Agreement(s) in all material
respects throughout 2012.
3. Furthermore, Wells Fargo has complied with the requirements of IRS Code
sections 6060H (interest received), 6050J (foreclosure/abandonment) and 6050P
(cancellation of debt). In addition, Wells Fargo is in compliance with all
applicable regulatory requirements, including OFAC, USA Patriot Act, and CIP.
/s/ Jackie C. Mueller
Jackie C. Mueller
Senior Vice President
Wells Fargo Bank, N.A.
February 21, 2013
Wells Fargo Home Mortgage
is a division of Wells Fargo Bank, N.A.
(page)
EXHIBIT A
CLIENT INV# INV MASTER SERVICER/TRUSTEE DEAL NAME
708 E87 REDWOOD TRUST WELLS FARGO BANK CTS SEMT 2011-2
EX-35.5
(logo) WELLS FARGO
Corporate Trust Services
MAC R1204-010
9062 Old Annapolis Road
Columbia, MD 21045
Tel: 410 884 2000
Fax: 410 715 2380
Sequoia Residential Funding, Inc.
One Belvedere Place, Suite 330
Mill Valley, California 94941
RE: Annual Statement as to Compliance
The undersigned, a duly authorized officer of Wells Fargo Bank, N.A. ("Wells
Fargo"), hereby certifies as follows for the calendar year 2012:
(a) a review of Wells Fargo's activities as assigned and agreed to under the
servicing agreement(s) listed on Schedule A hereto (the "Servicing
Agreement(s)") and its performance under the Servicing Agreements has been made under my supervision; and
(b) to the best of my knowledge, based on such review Wells Fargo has fulfilled
all of its obligations under the Servicing Agreement(s) in all material
respects throughout the reporting period, except as noted in Schedule B.
March 1, 2013
/s/ Julie Eichler
JULIE EICHLER
Vice President
Wells Fargo Bank, N.A.
(logo) Together we'll go far
(page)
(logo) WELLS FARGO
Corporate Trust Services
MAC R1204-010
9062 Old Annapolis Road
Columbia, MD 21045
Tel: 410 884 2000
Fax: 410 715 2380
To: Sequoia Residential Funding, Inc.
Schedule A
List of Servicing Agreement(s) and Series
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2011-1 Mortgage
Pass-Through Certificates,Series 2011-1, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2011-2 Mortgage
Pass-Through Certificates,Series 2011-2, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-1 Mortgage
Pass-Through Certificates,Series 2012-1, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-2 Mortgage
Pass-Through Certificates,Series 2012-2, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-3 Mortgage
Pass-Through Certificates,Series 2012-3, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-5 Mortgage
Pass-Through Certificates,Series 2012-5, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-6 MortgagePass-
Through Certificates,Series 2012-6, Wells Fargo Bank, N.A. as Master Servicer
and Securities Administrator, as applicable.
Wells Fargo Bank, N.A.
(page)
(logo) WELLS FARGO
Corporate Trust Services
MAC R1204-010
9062 Old Annapolis Road
Columbia, MD 21045
Tel: 410 884 2000
Fax: 410 715 2380
To: Sequoia Residential Funding, Inc.
Schedule B
Material Instances of Non-Compliance
No instances to report
Wells Fargo Bank, N.A.
Exhibit C
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 2
(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: 333-159791-05
Sequoia Mortgage Trust 2012-1
(exact name of issuing entity as specified in its charter)
Commission file number: 333-159791
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 38-3867571
(State or other jurisdiction of 38-3867572
incorporation or organization) 38-3867573
(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/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.
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. 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 First Republic
Bank is the originator. The seller maintains a warehouse line of credit to
finance its holdings of mortgage loans with each of an affiliate of Credit
Suisse Securities (USA) LLC and an affiliate of Wells Fargo Securities, LLC,
also an underwriter. The seller will use a portion of the proceeds of the sale
of the certificates to repay outstanding debt under these warehouse lines of
credit. Select Portfolio Servicing, Inc., a servicer of 14.83% 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.
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 2012-1
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. (continued)
SEMT 2012-1
Reg AB 1122(d)
Regulation AB Servicing Criteria Redwood Select Wells Fargo Bank,
Reference Residential Portfolio as Custodian
Acquisition Servicing,
Corporation, as Servicer
as Servicing
Administrator
General Servicing Considerations
1122(d)(1)(i) Policies and procedures are instituted 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
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
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
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
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
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
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
prevent unauthorized access.
1122(d)(2)(vii) Reconciliations are prepared on a monthly 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
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 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
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
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
(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
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
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
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
(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
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
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
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
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 33.3.
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.
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.
Wells Fargo Bank
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 exhibit 33.7.
There were no 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.
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 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 Select Portfolio Servicing, Inc. as Servicer
33.6 Wells Fargo Bank, N.A. as Custodian
33.7 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 Select Portfolio Servicing, Inc. as Servicer
34.6 Wells Fargo Bank, N.A. as Custodian
34.7 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 Select Portfolio Servicing, Inc. as Servicer
35.6 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: October __, 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 Select Portfolio Servicing, Inc. as Servicer
33.6 Wells Fargo Bank, N.A. as Custodian
33.7 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 Select Portfolio Servicing, Inc. as Servicer
34.6 Wells Fargo Bank, N.A. as Custodian
34.7 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 Select Portfolio Servicing, Inc. as Servicer
35.6 Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator
EX-31 Rule 13a-14(d)/15d-14(d) Certification.
I, John Isbrandtsen, certify that:
1.I have reviewed this report on Form 10-K/A and all reports on Form 10-D
required to be filed in respect of the period covered by this report on
Form 10-K/A of Sequoia Mortgage Trust 2012-1 (the "Exchange Act periodic
reports");
2.Based on my knowledge, the Exchange Act periodic reports, taken as a
whole, do not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period
covered by this report is included in the Exchange Act periodic reports;
4.Based on my knowledge and the servicer compliance statements required
in this report under Item 1123 of Regulation AB, and except as
disclosed in the Exchange Act periodic reports, the servicers have
fulfilled their obligations under the servicing agreements in all
material respects; and
5.All of the reports on assessment of compliance with servicing criteria
for asset-backed securities and their related attestation reports on
assessment of compliance with servicing criteria for asset-backed
securities required to be included in this report in accordance with
Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18
have been included as an exhibit to this report, except as otherwise
disclosed in this report. Any material instances of noncompliance
described in such reports have been disclosed in this report on Form
10-K/A.
In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties:
Cenlar, FSB as Servicer, First Republic Bank as Servicer, PHH Mortgage
Corporation as Servicer, Select Portfolio Servicing, Inc. as Servicer,
Wells Fargo Bank, N.A. as Custodian and Wells Fargo Bank, N.A. as
Master Servicer and Securities Administrator.
Dated: October __, 2013
/s/ John Isbrandtsen
Signature
Chairman of the Board and Chief Executive Officer
(senior officer in charge of securitization of the depositor)
EX-33.1
(logo)CENLAR FSB
CENTRAL LOAN ADMINISTRATION & REPORTING
7 Graphics Drive, Suite 212 * Ewing, NJ 08628
609-883-3900 Ext. 3288 * Fax: 609-538-4006 * E-mail: gtornquist@cenlar.com
GREGORY S. TORNQUIST
President &. Chief Executive Officer
Management Assessment
The Board of Directors
Cenlar FSB:
Management of Cenlar FSB (the Company) is responsible for assessing compliance
with the applicable servicing criteria set forth in Item 1122(d) of Regulation
AB of the Securities and Exchange Commission relating to the servicing of
residential mortgage loans (the Platform), except for servicing criteria
1122(d)(1)(iii) Backup Servicer, as of and for the year ended December 31, 2012.
This criteria is not applicable to the Company because the Company does not
perform activities with respect to the Platform relating to this criteria. With
respect to servicing criteria 1122(d)(4)(xi) and 1122(d)(2)(vi), management has
engaged various vendors to perform the activities required by these servicing
criteria. The Company's management has determined that none of these vendors is
considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the
Company's management has elected to take responsibility for assessing compliance
with the servicing criteria applicable to each vendor as permitted by
Interpretation 17.06 of the SEC Division of Corporation Finance Manual of
Publicly Available Telephone Interpretations ("Interpretation 17.06").
Management has policies and procedures in place designed to provide reasonable
assurance that the vendors' activities comply in all material respects with the
servicing criteria applicable to each vendor. The Company's management is solely
responsible for determining that it meets the SEC requirements to apply
Interpretation 17.06 for the vendors and related criteria. Appendix A identifies
the individual asset-backed transactions and securities defined by management as
constituting the Platform.
The Company's management has assessed the Company's compliance with the
applicable servicing criteria as of and for the year ended December 31, 2012. In
making this assessment, management used the criteria set forth by the Securities
and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.
Based on such assessment, management has concluded that, as of and for the year
ended December 31, 2012, the Company has complied, in all material respects with
the servicing criteria, except for the servicing criteria 1122 (d)(1)(iii)
Backup Servicer, set forth in Item 1122(d) of Regulation AB of the Securities
and Exchange Commission relating to the servicing of the Platform.
Mailing Address: Cenlar FSB * 425 Phillips Boulevard * Ewing. NJ 08618
(page)
Cenlar FSB
February 28, 2013
Page 2 of 2
KPMG LLP, an independent registered public accounting firm, has issued an
attestation report with respect to management's assessment of compliance with
the applicable servicing criteria as of and for the year ended December 31,2012.
/s/ Gregory S. Tornquist
Gregory S. Tornquist
President & Chief Executive Officer
/s/ Stephen W. Gozdan /s/ Jeanne M. Bader
Stephen W. Gozdan Jeanne M. Bader
Chief Financial Officer Director of Loan Administration
February 28, 2013
(page)
Appendix A
Securities Covered in Cenlar FSB's REG AB Attestation: Wells Fargo Bank, N.A.
Investor Security * Period
Subserviced by
Cenlar FSB
A54 New York Mortgage Company NYMC 06-1 1/1 to 12/31/12
H96 UBS Real Estate Securities, Inc MASTR 06-OA1 1/1 to 12/31/12
D96 UBS Real Estate Securities, Inc MARM 06-OA2 1/1 to 12/31/12
H83 UBS Real Estate Securities, Inc MARM 07-1 1/1 to 12/31/12
J83 UBS Real Estate Securities, Inc MALT 07-1 1/1 to 12/31/12
T83 UBS Real Estate Securities, Inc MAST 07-1 1/1 to 12/31/12
U83 UBS Real Estate Securities, Inc MALT 07-HF1 1/1 to 12/31/12
A83 UBS Real Estate Securities, Inc SMT 2007-1 1/1 to 12/31/12
G52 Opteum Financial Services, LLC OMAC 06-1 1/1 to 12/31/12
H52 Opteum Financial Services, LLC OMAC 06-2 1/1 to 12/31/12
J52 Opteum Financial Services, LLC BAFC 2006-H 1/1 to 12/31/12
K52 Opteum Financial Services, LLC CMLTI 06-FX1 1/1 to 12/31/12
P52 Opteum Financial Services, LLC CMLTI 07-OPX1 1/1 to 12/31/12
G43 Thornburg Mortgage Home Loans TMST 2007-3 1/1 to 12/31/12
(RBS Financial)
WF3 Lydian Bank/Wells Fargo GSR 2006 AR1 1/1 to 12/31/12
WF4 Lydian Bank/Wells Fargo GSR 2006 AR2 1/1 to 12/31/12
S06/T06 Morgan Stanley Private Bank, NA Sequoia Mortgage 1/1 to 12/31/12
Trust 2007-2
S06/T06 Morgan Stanley Private Bank, NA Sequoia Mortgage 1/1 to 12/31/12
Trust 2007-3
S06/T06 Morgan Stanley Private Bank, NA Sequoia Mortgage 1/1 to 12/31/12
Trust 2007-4
N06 Morgan Stanley Private Bank, NA MSM 2007-15AR 1/1 to 12/31/12
H06 Redwood Trust, Inc. SEMT 2012-1 1/1 to 12/31/12
K06 Redwood Trust, Inc. SEMT 2012-2 3/1 to 12/31/12
L06 Redwood Trust, Inc. SEMT 2012-3 6/1 to 12/31/12
Z06 Redwood Trust, Inc. SEMT 2012-4 9/1 to 12/31/12
Y06 Redwood Trust, Inc. SEMT 2012-5 10/1 to 12/31/12
RWO Redwood Trust, Inc. SEMT 2012-6 11/1 to 12/31/12
EX-33.2
(logo) FIRST REPUBLIC BANK
It's a priviledge to serve you
Management Assessment
Management of First Republic Bank (the Bank) is responsible for assessing
compliance with the applicable servicing criteria set forth in Item 1122(d) of
Regulation AB of the Securities and Exchange Commission relating to the
servicing of residential mortgage loans serviced for others (the Platform) as
of and for the year ended December 31, 2012, except for servicing criteria Item
1122(d)(1)(iii), 1122(d)(3)(i)(C), and Item 1122(d)(4)(xv), which the Bank has
determined are not applicable to the activities it performs with respect to the
Platform. Appendix A identifies the individual asset-backed transactions and
securities defined by management as constituting the Platform.
With respect to servicing criteria Item 1122(d)(4)(iv), 1122(d)(4)(xi), and
1122(d)(4)(xii), management has engaged various vendors to perform the
activities required by these servicing criteria. The Bank's management has
determined that none of these vendors is considered a "servicer" as defined in
Item 1101(j) of Regulation AB, and the Bank's management has elected to take
responsibility for assessing compliance with the servicing criteria applicable
to each vendor as permitted by Interpretation 17.06 of the SEC Division of
Corporation Finance Manual of Publicly Available Telephone Interpretations
("Interpretation 17.06"). Management has policies and procedures in place
designed to provide reasonable assurance that the vendors' activities comply in
all material respects with the servicing criteria applicable to each vendor. The
Bank's management is solely responsible for determining that it meets the SEC
requirements to apply Interpretation 17.06 for the vendors and related
criteria.
The Bank's management has assessed the Bank's compliance with the applicable
servicing criteria as of and for the year ended December 31, 2012. In making
this assessment, management used the criteria set forth by the Securities and
Exchange Commission in paragraph (d) of Item 1122 of Regulation AB, except for
the servicing criteria listed above, which the Bank has determined are not
applicable to the activities it performs.
Based on such assessment, management has concluded that, as of and for the year
ended December 31, 2012, the Bank has complied in all material respects with
the servicing criteria set forth in Item 1122(d) of Regulation AB of the
Securities and Exchange Commission relating to the servicing of the Platform.
KPMG LLP, a registered public accounting firm, has issued an attestation report
with respect to management's assessment of compliance with the applicable
servicing criteria as of and for the year ended December 31, 2012.
/s/ Willis H. Newton, Jr. Feb 26, 2013
Willis H. Newton Jr. Date
Executive Vice President and Chief Financial Officer
San Francisco Palo Alto Los Angeles Santa Barbara Newport Beach
San Diego Portland Boston Greenwich New York
111 PINE STREET, SAN FRANCISCO, CALIFORNIA 94111, TEL (415) 392-1400 OR (800)
392-1400, FAX (415) 392-1413
CONVENIENT INTERNET BANKING AT www.firstrepublic.com * MEMBER FDIC
(page)
/s/ Nancy Segreto 2-26-2013
Nancy Segreto Date
Senior Vice President, Lending Services
/s/ Tony Sachs 2-26-2013
Tony Sachs Date
Vice President, Lending Strategy, Products, and Sales
(page)
APPENDIX A
Investor # Investor Name Loan Count Balance
70 Intrepid LLLP 10 $7,994,983.10
120 Redwood Trust (Bear Stearns) 41 $37,883,732.22
122 Sequioa 2007-2 54 $59,087,187.83
123 SEMT 2007-3 14 $18,859,040.60
162 Citigroup Mortgage Loan Turst Series 2005-6 43 $25,911,492.79
163 SAMI II 2005-AR5 117 $120,160,081.38
164 MLCC 2005-3 52 $48,689,894.02
165 MLMI 2005-A10 39 $39,284,676.72
166 Redwood Residential Acquisition Corp 4 $3,633,378.93
167 Sequoia Mortgage Trust 2011-1 68 $67,482,607.62
168 Sequoia Mortgage Trust 2011-2 147 $113,988,859.58
169 Sequoia Mortgage Trust 2012-1 163 $168,721,787.16
171 Barclays Bank PLC 4 $6,582,000.00
172 SEMT 2012-2 135 $135,890,347.31
174 Sequoia Mortgage Trust 2012-3 103 $108,554,512.42
175 Harbor View 2003-2(formerly Greenwich) 23 $16,076,535.52
176 Harbur View 2004-1(formerly Greenwich) 46 $29,985,340.12
177 Harbor View 2004-5(formerly Greenwich) 9 $5,265,374.66
178 Harbor View 2006-6 1 $429,762.53
179 Harbor View 2007-5 7 $3,735,546.36
l80 MASTR 2003-5(formerly UBS Warburg) 4 $3,143,362.16
181 Sequoia Mortgage Trust 2012-5 78 $76,875,140.83
185 MASTI 2003-4 (formerly UBS Warburg) 17 $12,120,429.47
186 MASTR 2005-2 1 $12,839.67
191 CSFB 2004-5 3 $1,114,012.87
192 CSFB 2004-6 7 $1,561,012.61
193 CSFB 2004-7 1 $444,108.79
195 MLMI 2005-A1 44 $28,660,637.92
196 Merrill Lynch Bank 44 $35,856,761.51
197 MLCC 2006-2 80 $55,400,415.59
199 Sequoia Mortgage Trust 2012-4 69 $72,206,357.23
200 Sequoia Mortgage Trust 2012-6 38 $37,656,789.90
201 JP Morgan Mortgage Acq. Corp 436 $319,090,820.03
210 Washington Mutual (formerly Bank United of Texas) 1 $56,975.66
211 BANA 92 $115,503,384.77
215 Bank United N.A. 63 $69,123,491.03
216 North Valley Bank 27 $28,994,038.66
217 Signature Bank 20 $28,654,257.53
218 RBS Financial Products Inc 347 $330,566,850.56
227 Washington Mutual (formerly Bank United of Texas) 4 $301,855.33
243 Chase Mortgage Services, Inc 2 $255,984.46
244 Independent National Mortgage 1 $385,943.40
248 Washington Mutual Bank, Flow Sales (PNC) 3 . $826,426.21
250 CitiMortgage 9 $3,857,846.66
255 Thornburg Mortgage (WAMU Master Servicer) 1 $403,701.24
260 CitiMortgage 17 $3,317,122.15
312 Residential Funding 55 $26,217,993.01
313 BofA Funding 2011-SD1 2 $1,014,765.35
330 U.S. Bank 2 $307,651.05
355 Thornburg Mortgage (Wells Fargo Master Servicer) 871 $688,618,418.12
356 Thornburg 2008-1 5 $5,670,049.38
357 Everbank 47 $50,426,112.17
414 Federal Home Mortgage Loan Association 9 $704,505.33
415 FNMA MBS 9 $922,650.62
510 CitiMortgage 7 $1,147,231.86
515 Fannie Mae-Laser 4,017 $1,445,497,154.58
516 Bank of New Canaan 3 $4,673,224.00
614 Federal Home Loan Mortgage Association 1 $61,851.56
633 Chase Mortgage Services, Inc 3 $215,198.76
636 Bank United of Florida 1 $41,922.09
637 Bank of America 4 $403,913.94
720 2002-FRB2 REMIC 35 $23,978,140.69
730 2002-FRB1 REMIC 61 $42,313,140.10
740 200l-FRB1 REMIC 66 $52,205,351.83
750 Washington Mutual Bank 1 $477,378.21
760 2000-FRB1 REMIC 23 $9,480,511.69
770 Bear Stearns 15 $5,811,126.62
775 AAR BART 2003-5 (Bear Stearns) 40 $17,953,862.58
777 HVMLT 2006-13 1 $750,000.00
780 2000-FRB2 REMIC 37 $21,266,449.08
Total 7,804 $4,644,765,310.53
EX-33.3
(logo) PHH Mortgage
PHH
3000 Leadenhall Road
Mount Laurel, NJ 08054
David E. Tucker
President, PHH Mortgage Corporation
Tel: (856)917.6824
Fax: {856) 917.4278
dave.tucker@phh.com
www.phh.com
REPORT ON ASSESSMENT OF COMPLIANCE WITH REGULATION AB
SERVICING CRITERIA
PHH Mortgage Corporation (the "Asserting Party") is responsible for assessing
compliance as of December 31, 2012 and for the period from January 1, 2012
through December 31, 2012 (the "Reporting Period") with the servicing criteria
set forth in Section 229.1122(d) of the Code of Federal Regulations (the "CFR"),
except for criteria set forth in Section 229.1122(d)(3)(i)(c), (d)(4)(xv) and
(d)(1)(iii) of the CFR, which the Asserting Party has concluded are not
applicable to the servicing activities it performs with respect to the
transactions covered by this report (the "Applicable Servicing Criteria"). The
criteria set forth in Section 229.1122 (d)(2)(i), (d)(2)(ii), (d)(4)(iv),
(d)(4)(vii), (d)(4)(viii) and (d)(4)(xi) of the CFR are performed by outsource
providers on behalf of the Asserting Party; however, the Asserting Party has
monitored the outsourcing of these criteria and assumes responsibility for
compliance. The transactions covered by this report include all non-agency loan
sale agreements executed after January 1, 2006 as well as all re-securitization
transactions after January 1, 2006 for which the Assetiing Party served as
servicer (the "Platform").
The Asserting Party has assessed its compliance with the Servicing Criteria as
of December 31, 2012 and for the Reporting Period and has concluded that the
Asserting Party has complied, in all material respects, with the Applicable
Servicing Criteria with respect to the Platform taken as a whole except for as
discussed below:
Standard Description
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.
De1oitte & Touche, an independent registered public accounting firm, has
issued an attestation report on the assessment of compliance with the Servicing
Criteria for the Reporting Period as set forth in this assertion.
PHH Mortgage Corporation
Date: February 28, 2013
/s/ David E. Tucker
David E. Tucker
President
/s/ Martin L. Foster
Martin L. Foster
Senior Vice President - Loan Servicing
(logo) Sequoia Residential Funding, Inc.
March 28, 2013
We have been advised by PHH Mortgage Corporation that the one material
instance of noncompliance listed by PHH Mortgage Corporation on its Report on
Assessment of Compliance with Regulation AB Servicing Criteria for the January
1, 2012 through December 31, 2012 reporting period, having to do with
Regulation AB Item 1122(d)(4)(vii) (the "MINC"), did not involve assets for the
subject Sequoia transaction. Additionally, we have been advised that there were
no material impacts or effects on this Sequoia transaction as a result of the
MINC and that the MINC did not affect any payments or expected payments on the
asset-backed securities in this Sequoia transaction.
/s/ John H. Isbrandtsen
John H. Isbrandtsen, Chairman of the Board and Chief Executive Officer
(senior officer in charge of securitization of the depositor)
EX-33.4
(logo) REDWOOD RESIDENTIAL ACQUISITION
CORPORATION
ONE BELVEDERE PLACE, SUITE 300
PHONE: 415.389.7373
MILL VALLEY, CA 94941
FAX: 415.381.1773
ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA
Redwood Residential Acquisition Corporation (the "Asserting Party") provides
this assessment of compliance with respect to its performance of functions for
the Applicable Servicing Criteria, as defined below, in regards to the loans
selected in the Platform for the following Period from January 1, 2012 through
December 31, 2012.
Platform: all residential mortgage loans being serviced by Cenlar FSB pursuant
to the Flow Mortgage Loan Servicing Agreement, dated as of August 1, 2011,
between the Asserting Party and Cenlar FSB, as amended by Amendment No. 1
thereto, dated November 3, 2011, and as modified by the related Assignment,
Assumption and Recognition Agreements identified in Schedule 1 hereto (the
"Cenlar FSB Flow Servicing Agreement").
Period: as of December 31, 2012 and for the period from January 1, 2012 through
December 31, 2012.
Applicable Servicing Criteria: the servicing criterion which applies to the
functions performed by the Asserting Party is set forth in Section 229.1122 (d)
(2)(iii) of Regulation AB promulgated by the Securities and Exchange Commission
("Applicable Servicing Criteria"). With respect to the Applicable Servicing
Criteria, the Asserting Party performs the following limited function:
1. to fund by deposit or wire transfer amounts specified by Cenlar FSB in
electronic or facsimile transmissions to the Asserting Party as necessary to
make required advances of delinquent principal and interest payments under the
Cenlar FSB Flow Servicing Agreement.
With respect to the Platform, and with respect to the Period, the Asserting
Party provides the following assessment of its compliance in respect of the
Applicable Servicing Criteria (as defined above):
1. Management of the Asserting Party is responsible for assessing its compliance
with respect to the functions it performs for the Applicable Servicing Criteria.
2. Management of the Asserting Party has assessed its compliance with respect to
the functions it performs for the Applicable Servicing Criteria.
3. Based on such assessment, management of the Asserting Party concludes that,
for the Period, the Asserting Party has complied in all material respects with
the Applicable Servicing Criteria related to the servicing of the Platform taken
as a whole.
4. There are no instances of material non-compliance during the Period.
Grant Thornton LLP, an independent registered public accounting firm, has issued
an attestation report with respect to the Asserting Party's foregoing assessment
of compliance as of December 31, 2012 and for the period from January 1, 2012
through December 31, 2012.
Dated: March 11, 2013
Very truly yours,
REDWOOD RESIDENTIAL ACQUISITION
CORPORATION
/s/ Bill Moliski
Name: Bill Moliski
Title: Executive Vice President
(page)
Schedule 1
1. Assignment, Assumption and Recognition Agreement ("AAR") with respect to the
Cenlar FSB Flow Servicing Agreement dated as of January 27, 2012, as attached
to the Pooling and Servicing Agreement, dated as of January 1, 2012, by and
among Sequoia Residential Funding, Inc., as depositor, U.S. Bank National
Association, as trustee and Wells Fargo Bank, N.A., as master servicer and
securities administrator. Related asset-backed securities and transaction:
SEMT 2012-1.
2. AAR with respect to the Cenlar FSB Flow Servicing Agreement dated as of March
29, 2012, as attached to the Pooling and Servicing Agreement, dated as of
March 1, 2012, by and among Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, as trustee and Wells Fargo Bank, N.A., as
master servicer and securities administrator. Related asset-backed securities
and transaction: SEMT 2012-2.
3. AAR with respect to the Cenlar FSB Flow Servicing Agreement dated as of June
27, 2012, as attached to the Pooling and Servicing Agreement, dated as of
June 1, 2012, by and among Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as
trustee and Wells Fargo Bank, N.A., as master servicer and securities
administrator. Related asset-backed securities and transaction: SEMT 2012-3.
4. AAR with respect to the Cenlar FSB Flow Servicing Agreement dated as of
September 21, 2012, as attached to the Pooling and Servicing Agreement, dated
as of September 1, 2012, by and among Sequoia Residential Funding, Inc., as
depositor, Christiana Trust, a division of Wilmington Savings Fund Society,
FSB, as trustee and Wells Fargo Bank, N.A., as master servicer and securities
administrator. Related asset-backed securities and transaction: SEMT 2012-4.
5. AAR with respect to the Cenlar FSB Flow Servicing Agreement dated as of
October 30, 2012, as attached to the Pooling and Servicing Agreement, dated
as of October 1, 2012, by and among Sequoia Residential Funding, Inc., as
depositor, Christiana Trust, a division of Wilmington Savings Fund Society,
FSB, as trustee and Wells Fargo Bank, N.A., as master servicer and securities
administrator. Related asset-backed securities and transaction: SEMT 2012-5.
6. AAR with respect to the Cenlar FSB Flow Servicing Agreement dated as of
November 30, 2012, as attached to the Pooling and Servicing Agreement, dated
as of November 1, 2012, by and among Sequoia Residential Funding, Inc., as
depositor, Christiana Trust, a division of Wilmington Savings Fund Society,
FSB, as trustee and Wells Fargo Bank, N.A., as master servicer and securities
administrator. Related asset-backed securities and transaction: SEMT 2012-6.
EX-33.5
Select Portfolio Servicing, Inc. and Subsidiaries, an indirect subsidiary of
Credit Suisse (USA), Inc.
Management's Assertion of Compliance
1. Management of Select Portfolio Servicing, Inc. and Subsidiaries, an
indirect subsidiary of Credit Suisse (USA), Inc., (the "Company" or "SPS")
is responsible for assessing compliance with the servicing criteria
applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of
and for the year ended December 31, 2012 (the "Reporting Period"), as set
forth in Appendix A hereto. The transactions covered by this report include
asset-backed securities transactions for which SPS acted as servicer
involving residential mortgage-backed securities (the "Platform");
2. The Company has engaged certain vendors, which are not servicers as defined
in Item 1101(j) of Regulation AB (the "Vendors"), to perform specific,
limited or scripted activities, and SPS elects to take responsibility for
assessing compliance with the servicing criteria or portion of the servicing
criteria applicable to such Vendors' activities as set forth in Appendix A
hereto;
3. Except as set forth in paragraph 4 below, SPS used the criteria set forth
in paragraph (d) of Item 1122 of Regulation AB to assess the compliance
with the applicable servicing criteria;
4. The criteria listed in the column titled "Inapplicable Servicing Criteria"
on Appendix A hereto are inapplicable to SPS based on the activities it
performs, directly or through its Vendors, with respect to the Platform;
5. The Company has complied, in all material respects, with the applicable
servicing criteria as of December 31, 2012 and for the Reporting Period with
respect to the Platform taken as a whole;
6. The Company has not identified and is not aware of any material instance of
noncompliance by the Vendors with the applicable servicing criteria as of
and for the Reporting Period with respect to the Platform taken as a whole;
7. The Company has not identified any material deficiency in its policies and
procedures to monitor the compliance by the Vendors with the applicable
servicing criteria as of and for the Reporting Period with respect to the
Platform taken as a whole; and
8. KPMG LLP, a registered public accounting firm, has issued an attestation
report on SPS's assessment of compliance with the applicable servicing
criteria for the Reporting Period.
(page)
2/25/2013
Select Portfolio Servicing, Inc. and Subsidiaries,
an indirect subsidiary of Credit Suisse
(USA), Inc.
By: /s/ Timothy J. O'Brien
Timothy J. O'Brien
President & CEO
(page)
APPENDIX A
APPLICABLE
SERVICING CRITERIA SERVICING CRITERIA
Performed
by
Vendor(s)
Performed for which
Directly SPS is the INAPPLICABLE
by Responsible SERVICING
Reference Criteria SPS Party CRITERIA
General Servicing Considerations
Policies and procedures are instituted X
to monitor any performance or other
triggers and events of default in
accordance with the transaction
1122(d)(1)(i) agreements.
If any material servicing activities X
are outsourced to third parties, policies
and procedures are instituted to monitor
the third party's performance and
compliance with such servicing
1122(d)(1)(ii) activities.
Any requirements in the transaction X
agreements to maintain a back-up servicer
1122(d)(1)(iii) for the pool assets are maintained.
A fidelity bond and errors and X
omissions policy is in effect on the
party participating in the servicing
function throughout the reporting period
in the amount of coverage required by and
otherwise in accordance with the terms of
1122(d)(1)(iv) the transaction agreements.
Cash Collection and Administration
Payments on pool assets are deposited X
into the appropriate custodial bank
accounts and related bank clearing
accounts no more than two business days
following receipt, or such other number
of days specified in the transaction
1122(d)(2)(i) agreements.
Disbursements made via wire transfer on X
behalf of an obligor or to investor are
1122(d)(2)(ii) made only by authorized personnel.
Advances of funds or guarantees X
regarding collections, cash flows or
distributions, and any interest or other
fees charged for such advances, are made,
reviewed and approved as specified in
1122(d)(2)(iii) the transaction agreements.
The related accounts for the X
transaction, such as cash reserve
accounts or accounts established as a
form of overcollateralization, are
separately maintained (e.g., with respect
to commingling of cash) as set forth in
1122(d)(2)(iv) the transaction agreements.
Each custodial account is maintained at X
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 240 13k-1(b)(1)
1122(d)(2)(v) of this chapter.
Unissued checks are safeguarded so as X
1122(d)(2)(vi) to prevent unauthorized access.
Reconciliations are prepared on a X
monthly basis for all asset-backed
securities related bank accounts,
including custodial accounts and related
bank clearing accounts. These
reconciliations: (A) Are mathematically
accurate; (B) Are prepared within 30
calendar days after the bank statement
cutoff date, or such other number of days
specified in the transaction agreements;
(C) Are 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
1122(d)(2)(vii) agreements.
(page)
APPLICABLE
SERVICING CRITERIA SERVICING CRITERIA
Performed
by
Vendor(s)
Performed for which
Directly SPS is the INAPPLICABLE
by Responsible SERVICING
Reference Criteria SPS Party CRITERIA
Investor Remittances and Reporting
Reports to investors, including those X
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 the
trustee's records as to the total unpaid
principal balance and number of pool
1122(d)(3)(i) assets serviced by the servicer.
Amounts due to investors are allocated X
and remitted in accordance with
timeframes, distribution priority and
other terms set forth in the transaction
1122(d)(3)(ii) agreements.
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
1122(d)(3)(iii) agreements.
Amounts remitted to investors per the X
investor reports agree with cancelled
checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
Pool Asset Administration
Collateral or security on pool assets X
is maintained as required by the
transaction agreements or related
1122(d)(4)(i) mortgage loan documents.
Pool asset and related documents X
are safeguarded as required by the
1122(d)(4)(ii) transaction agreements.
Any additions, removals or substitutions X
to the asset pool are made, reviewed
and approved in accordance with
any conditions or requirements in the
1122(d)(4)(iii) transaction agreements.
Payments on pool assets, including any X
payoffs, made in accordance with the
related pool asset documents are posted
to the applicable 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
1122(d)(4)(iv) related pool asset documents.
The servicer's records regarding the X
pool assets agree with the servicer's
records with respect to an obligor's
1122(d)(4)(v) unpaid principal balance.
Changes with respect to the terms or 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
1122(d)(4)(vi) pool asset documents.
Loss mitigation or recovery actions 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
1122(d)(4)(vii) agreements.
(page)
APPLICABLE
SERVICING CRITERIA SERVICING CRITERIA
Performed
by
Vendor(s)
Performed for which
Directly SPS is the INAPPLICABLE
by Responsible SERVICING
Reference Criteria SPS Party CRITERIA
Records documenting collection efforts 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
example, phone calls, letters and payment
rescheduling plans in cases where
delinquency is deemed temporary (e.g.,
1122(d)(4)(viii) illness or unemployment).
Adjustments to interest rates or rates X X^1
of return for pool assets with variable
rates are computed based on the related
1122(d)(4)(ix) pool asset documents.
Regarding any funds held in trust for X X^1
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
1122(d)(4)(x) agreements.
Payments made on behalf of an obligor X X^1
(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
1122(d)(4)(xi) the transaction agreements.
Any late payment penalties in X X^1
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
1122(d)(4)(xii) to the obligor's error or omission.
Disbursements made on behalf of an X X^1
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
1122(d)(4)(xiii) agreements.
Delinquencies, charge-offs and X
uncollectible accounts are recognized and
recorded in accordance with the
1122(d)(4)(xiv) transaction agreements.
Any external enhancement or other X
support, identified in Item
1114(a)(1) through (3) or Item 1115 of
this Regulation AB, is maintained as set
1122(d)(4)(xv) forth in the transaction agreements.
1 SPS outsources a portion of the servicing criteria to Vendors and the Company has elected to take
responsibility for assessing such Vendors' compliance with the servicing criteria.
EX-33.6
(logo) WELLS FARGO
Wells Fargo Bank, N.A.
Document Custody
1015 10th Avenue Southeast
Minneapolis, MN 55414
ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA
Management of the Document Custody Section of the Corporate Trust Services
division of Wells Fargo Bank, National Association (the "Company") is
responsible for assessing compliance with the servicing criteria set forth in
Item 1122(d) of Regulation AB of the Securities and Exchange Commission.
Management has determined that the servicing criteria are applicable in regard
to the servicing platform for the period as follows:
Platform:
Publicly-issued (i.e., transaction-level reporting required under the
Securities Exchange Act of 1934, as amended) residential mortgage-backed
securities and commercial mortgage-backed securities issued on or after January
1, 2006 for which the Company provides document custody services, excluding any
such securities issued by any agency or instrumentality of the U.S. government
(other than the Federal Deposit Insurance Company) or any government sponsored
entity (the "Platform").
Period: As of and for the twelve months ended December 31, 2012 (the "Period").
Applicable Servicing Criteria:
The servicing criteria set forth in Item 1122(d)(1)(iv), 1122(d)(4)(i) and
1122(d)(4)(ii), in regard to the activities performed by the Company with
respect to the Platform (the "Applicable Servicing Criteria"). Management of
the Company has determined that all other servicing criteria set forth in Item
1122(d) are not applicable to the Platform.
With respect to the Platform and the Period, the Company's management provides
the following assertion of compliance with respect to the Applicable Servicing
Criteria:
1. The Company's management is responsible for assessing the Company compliance
with the Applicable Servicing Criteria.
2. The Company management has assessed the Company compliance with the
Applicable Servicing Criteria. In performing this assessment, management used
the criteria set forth by the Securities and Exchange Commission in paragraph
(d) of Item 1122 of Regulation AB.
3. Based on such assessment as of and for the Period, the Company has complied,
in all material respects with the Applicable Servicing Criteria.
KPMG LLP, an independent registered public accounting firm, has issued an
attestation report with respect to management's assertion of compliance with the
Applicable Servicing Criteria as of and for the Period.
WELLS FARGO BANK, National Association
By: /s/ Shari Gillund
Shari L. Gillund
Title: Senior Vice President
Dated: February 15, 2013
Wells Fargo Bank, N.A.
EX-33.7
(logo) WELLS FARGO
Brian W. Bartlett
Executive Vice President
and Business Manager
Corporate Trust Services
MAC R1204-010
9062 Old Annapolis Road
Columbia, MD 21045
Tel: 410 884-2087
Fax: 443 367-2894
brian.bartlett@wellsfargo.com
ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA
Corporate Trust Services division of Wells Fargo Bank, National Association
(the "Company") is responsible for assessing compliance with the applicable
servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities
and Exchange Commission. The Company has determined that the servicing criteria
are applicable in regards to the servicing platform for the period as follows:
Platform: Publicly-issued (i.e., transaction-level reporting initially required
under the Securities Exchange Act of 1934, as amended) and certain
privately-issued (i.e., for which transaction-level reporting is required
pursuant to contractual obligation) residential mortgage-backed securities,
commercial mortgage-backed securities and other asset-backed securities, for
which the Company provides master servicing, trustee, securities administration
or paying agent services, excluding any such securities issued by any agency or
instrumentality of the U.S. government (other than the Federal Deposit
Insurance Company) or any government sponsored entity, and further excluding
the transactions issued prior to 2006 for which Wells Fargo outsources all
material servicing activities (as defined by Regulation AB) (the "Platform").
Applicable Servicing Criteria: All servicing criteria set forth in Item
1122(d), to the extent required in the related transaction agreements, or
required by the Item 1122(d) servicing criteria in regards to the
activities performed by the Company, except for the following criteria:
1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii),
1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and
1122(d)(4)(xiii), which Management has determined are not applicable to the
activities the Company performs with respect to the Platform ("the Applicable
Servicing Criteria").
Period: As of and for the twelve months ended December 31, 2012 (the "Period").
Third parties classified as vendors: With respect to servicing criterion
1122(d)(4)(i), the Company has engaged a vendor to handle certain Uniform
Commercial Code filing functions required by the servicing criterion. The
Company has determined that this vendor is not considered a "servicer" as
defined in Item 1101(j) of Regulation AB, and the Company elects to take
responsibility for assessing compliance with the portion of the servicing
criterion applicable to this vendor as permitted by Interpretation 17.06 of the
SEC Division of Corporation Finance Manual of Publicly Available Telephone
Interpretations ("Interpretation 17.06"). The Company has policies and
procedures in place to provide reasonable assurance that the vendor's
activities comply in all material respects with the servicing criterion
applicable to the vendor. The Company is solely responsible for determining
that it meets the SEC requirements to apply Interpretation 17.06 for the vendor
and related criterion.
With respect to the Platform and the Period, the Company provides the following
assessment of compliance with respect to the Applicable Servicing Criteria:
1. The Company is responsible for assessing its compliance with the Applicable
Servicing Criteria.
2. The Company has assessed compliance with the Applicable Servicing Criteria,
including the servicing criterion for which compliance is determined based on
Interpretation 17.06 as described above. In performing this assessment,
management used the criteria set forth by the Securities and Exchange
Commission in paragraph (d) of Item 1122 of Regulation AB.
3. Based on such assessment, the Company has complied, in all material respects
with the Applicable Servicing Criteria, except as described in Schedule A
hereto.
4. Schedule B hereto includes Management's discussion of the exceptions noted in
Schedule A, including remediation efforts taken by the Company.
KPMG LLP, an independent registered public accounting firm, has issued an
attestation report on the Company's compliance with the Applicable Servicing
Criteria for the Period.
WELLS FARGO BANK, National Association
By: /s/ Brian Bartlett
Brian Bartlett
Title: Executive Vice President
Dated: February 28,2013
Wells Fargo Bank, N.A.
(logo) Together we'll go far
(page)
Schedule A
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.
Schedule B
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
EX-34.1
(logo) KPMG
KPMG LLP
New Jersey Headquarters
51 John F. Kennedy Parkway
Short Hills, NJ 07078-2702
Report of Independent Registered Public Accounting Firm
The Board of Directors
Cenlar FSB:
We have examined management's assessment, included in the accompanying
Management Assessment, that Cenlar FSB (the Company) complied with the
servicing criteria set forth in Item 1122(d) of the Securities and Exchange
Commission's Regulation AB for residential mortgage loans (the Platform),
except for servicing criteria 1122 (d)(1)(iii) Backup Servicer, as of and for
the year ended December 31, 2012. This criterion is not applicable to the
Company because the Company does not perform activities with respect to the
Platform relating to this criterion. Appendix A to Management's Assessment
identifies the individual asset-backed transactions and securities defined by
management as constituting the Platform. Management is responsible for the
Company's compliance with the servicing criteria. Our responsibility is to
express an opinion on management's assessment about the Company's compliance
based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the Company processed those selected transactions and performed those
selected activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
As described in the accompanying Management Assessment, for servicing criteria
1122 (d)(4)(xi) and 1122 (d)(2)(vi), the Company has engaged various vendors
to perform some of the activities required by these servicing criteria. The
Company has determined that none of these vendors is considered a "servicer" as
defined in Item 1101(j) of Regulation AB, and the Company has elected to take
responsibility for assessing compliance with the servicing criteria applicable
to each vendor as permitted by Interpretation 17.06 of the SEC Division of
Corporation Finance Manual of Publicly Available Telephone Interpretations
("Interpretation 17.06"). As permitted by Interpretation 17.06, the Company has
asserted that it has policies and procedures in place designed to provide
reasonable assurance that the vendors' activities comply in all material
respects with the servicing criteria applicable to each vendor. The Company is
solely responsible for determining that it meets the SEC requirements to apply
Interpretation 17.06 for the vendors and the related criteria as described in
its assertion, and we performed no procedures with respect to the Company's
eligibility to apply Interpretation 17.06.
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
("KPMG International") a Swiss entity.
(page)
(logo) KPMG
In our opinion, management's assessment that the Company complied with the
aforementioned servicing criteria, including servicing criteria 1122 (d)(4)(xi)
and 1122 (d)(2)(vi) for which compliance is determined based on Interpretation
17.06 as described above, as of and for the year ended December 31, 2012 is
fairly stated, in all material respects.
/s/ KPMG LLP
Short Hills, New Jersey
March 7, 2013
2
EX-34.2
(logo) KPMG
KPMG LLP
Suite 1400
55 Second Street
San Francisco, CA 94105
Report of Independent Registered Public Accounting Firm
The Board of Directors
First Republic Bank:
We have examined management's assessment, included in the accompanying
Management Assessment, that First Republic Bank (the Bank) complied with the
servicing criteria set forth in Item 1122(d) of the Securities and Exchange
Commission's Regulation AB for residential mortgage loans serviced for others
(the Platform), except for the servicing criteria 1122(d)(1)(iii),
1122(d)(3)(i)(C), and 1122(d)(4)(xv), which the Bank has determined are not
applicable to the activities it performs with respect to the Platform, as of
and for the year ended December 31, 2012. Appendix A to the Management
Assessment identifies the individual asset-backed transactions and securities
defined by management as constituting the Platform. Management is responsible
for the Bank's compliance with the servicing criteria. Our responsibility is to
express an opinion on management's assessment about the Bank's compliance based
on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Bank's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the Bank processed those selected transactions and performed those
selected activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Bank during the period covered by this report. Our procedures
were not designed to determine whether errors may have occurred either prior to
or subsequent to our tests that may have affected the balances or amounts
calculated or reported by the Bank during the period covered by this report for
the selected transactions or any other transactions. We believe that our
examination provides a reasonable basis for our opinion. Our examination does
not provide a legal determination on the Bank's compliance with the servicing
criteria.
As described in the accompanying Management's Assessment, for servicing criteria
1122(d)(4)(iv), 1122(d)(4)(xi), and 1122(d)(4)(xii), the Bank has engaged
certain vendors to perform the activities required by these servicing criteria.
The Bank has determined that none of these vendors are deemed to be "servicers"
as defined in Item 1101(j) of Regulation AB, and the Bank has elected to take
responsibility for assessing compliance with the servicing criteria applicable
to these vendors as permitted by Interpretation 17.06 of the SEC Division of
Corporation Finance Manual of Publicly Available Telephone Interpretations
(Interpretation 17.06). As permitted by Interpretation 17.06, the Bank has
asserted that it has policies and procedures in place designed to provide
reasonable assurance that the vendors' activities comply in all material
respects with the servicing criteria applicable to each vendor. The Bank is
solely responsible for determining that it meets the SEC requirements to apply
Interpretation 17.06 for the vendors and related criteria as described in its
assertion, and we performed no procedures with respect to the Bank's
eligibility to apply Interpretation 17.06.
In our opinion, management's assessment that the Bank complied with the
aforementioned servicing criteria, including 1122(d)(4)(iv), 1122(d)(4)(xi),
and 1122(d)(4)(xii) for which compliance is determined
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
("KPMG International"), a Swiss entity.
(page)
(logo) KPMG
based on Interpretation 17.06 as described above, as of and for the year ended
December 31, 2012 is fairly stated, in all material respects.
/s/ KPMG LLP
San Francisco, California
February 26, 2013
EX-34.3
(logo) Deloitte
Deloitte & Touche LLP
1700 Market Street
Philadelphia, Pennsylvania 19103-3984
USA
Tel: (215) 246-2300
Fax: {215) 569-2441
www.us.deloitte.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
PHH Mortgage Corporation
Mt. Laurel, NJ 08054
We have examined PHH Mortgage Corporation's (the "Company's") compliance with
the servicing criteria set forth in Item 1122(d) of the Securities and Exchange
Commission's Regulation AB for the Loan Platform (the "Platform") described in
the accompanying Management's Report on Assessment of Compliance with SEC
Regulation AB Servicing Criteria ("Management's Assertion") as of and for the
year ended December 31,2012, excluding criteria 1122 (d)(3)(i)(c), (d)(4)(xv),
and (d)(1)(iii), which management has determined are not applicable to the
activities performed by the Company with respect to the Platform. Management is
responsible for the Company's compliance with the servicing criteria. Our
responsibility is to express an opinion on the Company's compliance with the
servicing criteria based on our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants, as
adopted by the Public Company Accounting Oversight Board (United States), and,
accordingly, included examining, on a test basis, evidence about the Company's
compliance with the applicable servicing criteria, including tests on a sample
basis of the servicing activities related to the Platform, determining whether
the Company performed those selected activities in compliance with the
servicing criteria during the specified period, and performing such other
procedures as we considered necessary in the circumstances. Our procedures were
limited to selected servicing activities performed by the Company during the
period covered by this report and, accordingly, such samples may not have
included servicing activities related to each asset-backed transaction included
in the Platform. Further, an examination is not designed to detect
noncompliance arising from errors that may have occurred prior to the period
specified above that may have affected the balances or amounts calculated or
reported by the Company during the period covered by this report. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
As described in management's assertion, for servicing criteria 1122(d)(2)(i),
1122(d)(2)(ii), 1122(d)(4)(iv), 1122(d)(4)(vii), 1122(d)(4)(viii), and
1122(d)(4)(xi), the Company has engaged a vendor to perform certain activities
required by these servicing criteria. The Company has determined that this
vendor is not considered a "servicer" as defined in Item 1101(j) of Regulation
AB, and the Company has elected to take responsibility for assessing compliance
with the servicing criteria applicable to this vendor as permitted by
Interpretation 17.06 of the SEC Division of Corporation Finance Manual of
Publicly Available Telephone Interpretations (Interpretation 17.06). As
permitted by Interpretation 17.06, the Company has asserted that it has
policies and procedures in place designed to provide reasonable assurance that
the vendor's activities comply in all material respects with the servicing
criteria applicable to this vendor. The Company is solely responsible for
determining that it meets the SEC requirements to apply Interpretation 17.06
for
(page)
the vendor and related criteria as described in its assertion, and we
performed no procedures with respect to the Company's determination of its
eligibility to use Interpretation 17.06.
Our examination disclosed the following instance of material noncompliance with
criteria applicable to the Company during the year ended December 31, 2012:
Standard Description
1122(d)(4)(vii) During the year ended December 31, 2012, it was determined
certain foreclosure proceedings were not concluded in
accordance with the published Fannie Mae foreclosure
timelines.
In our opinion, except for the material noncompliance described in the
preceding paragraph, the Company complied, in all material respects, with the
aforementioned applicable servicing criteria for PHH Mortgage Corporation's
Regulation AB Platform as of and for the year ended December 31, 2012.
/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
February 28, 2013
EX-34.4
(logo) Grant Thornton
Audit * Tax * Advisory
Grant Thornton LLP
18400 Von Karman Avenue, Suite 900
Irvine, CA 92612-0525
T 949.553.1600
F 949.553.0168
www.GrantThornton.com
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
Redwood Residential Acquisition Corporation
We have examined management's assertion, included in the accompanying
Assessment of Compliance with Applicable Servicing Criteria ("Management's
Report"), that Redwood Residential Acquisition Corporation (the "Company")
complied with the servicing criteria set forth in Item 1122(d) of the U.S.
Securities and Exchange Commission's Regulation AB for the servicing of the
Residential Mortgage Loans Platform (the "Platform") as of and for the year
ended December 31, 2012, excluding criteria 1122(d)(1)(i)-(iv),
1122(d)(2)(i)-(ii), 1122(d)(2)(iv)-(vii), 1122(d)(3)(i)-(iv),
1122(d)(4)(i)-(xv), which management has determined are not applicable to the
activities performed by the Company with respect to the Platform. The Platform
consists of the asset-backed transactions and securities defined by management
in Schedule I of Management's Report. Management is responsible for the
Company's compliance with the applicable servicing criteria. Our responsibility
is to express an opinion on management's assertion about the Company's
compliance with the applicable servicing criteria for the Platform based on our
examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
applicable servicing criteria for the Platform and performing such other
procedures as we considered necessary in the circumstances. Our examination
included testing selected asset-backed transactions and securities constituting
the Platform and evaluating whether the Company performed servicing activities
related to those transactions and securities in compliance with the applicable
servicing criteria for the period covered by this report. Accordingly, our
testing may not have included servicing activities related to each asset-backed
transaction or security constituting the Platform. Further, our examination was
not designed to detect material noncompliance that may have occurred prior to
the period covered by this report and that may have affected the Company's
servicing activities during the period covered by this report. We believe that
our examination provides a reasonable basis for our opinion. Our examination
does not provide a legal determination on the Company's compliance with the
applicable servicing criteria.
In our opinion, management's assertion that Redwood Residential Acquisition
Corporation complied with the aforementioned applicable servicing criteria as
of and for the year ended December 31, 2012 for the Residential Mortgage Loans
Platform is fairly stated, in a11 material respects.
/s/ Grant Thornton LLP
Irvine, California
March 11, 2013
Grant Thornton LLP
U.S. member firm of Grant Thornton International Ltd
EX-34.5
(logo) KPMG
KPMG LLP
Aon Center
Suite 5500
200 East Randolph Drive
Chicago, IL 60601-6436
Report of Independent Registered Public Accounting Firm
To the Advisory Committee of Select Portfolio Servicing, Inc. and Subsidiaries,
an indirect subsidiary of Credit Suisse (USA), Inc.:
We have examined management's assessment, included in the accompanying
Management's Assertion of Compliance, that Select Portfolio Servicing, Inc. and
Subsidiaries, an indirect subsidiary of Credit Suisse (USA), Inc., (the
"Company") complied with the servicing criteria set forth in Item 1122(d) of
the Securities and Exchange Commission's Regulation AB for the primary
servicing of residential mortgage-backed securities (the '"Platform"), except
for servicing criteria 1122(d)(l)(iii), 1122(d)(3)(i), 1122(d)(3)(ii),
1122(d)(3)(iii), 1122(d)(3)(iv), 1122(d)(4)(i), 1122(d)(4)(ii), 1122(d)(4)(iii)
and 1122(d)(4)(xv), which management has determined are not applicable to the
activities the Company performs with respect to the Platform, as of and for the
year ended December 31, 2012. Management is responsible for the Company's
compliance with the servicing criteria. Our responsibility is to express an
opinion on management's assertion about the Company's compliance based on our
examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the Company processed those selected transactions and performed those
selected activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
As described in the accompanying Management's Assertion of Compliance, for
servicing criteria 1122(d)(4)(ix), 1122(d)(4)(x)(A), 1122(d)(4)(xi),
1122(d)(4)(xii) and 1122(d)(4)(xiii), the Company has engaged various vendors
to perform the activities required by these servicing criteria. The Company has
determined that none of these vendors is considered a "servicer" as defined in
Item 1101(j) of Regulation AB, and the Company has elected to take
responsibility for assessing compliance with the servicing criteria applicable
to each vendor as permitted by Interpretation 17.06 of the SEC Division of
Corporation Finance Manual of Publicly Available Telephone Interpretations
("Interpretation 17.06"). As permitted by Interpretation 17.06, the Company has
asserted that it has policies and procedures in place designed to provide
reasonable
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
("KPMG International"), a Swiss entity
(page)
assurance that the vendors' activities comply in all material respects with the
servicing criteria applicable to each vendor. The Company is solely responsible
for determining that it meets the SEC requirements to apply Interpretation
17.06 for the vendors and related criteria as described in its assertion, and
we performed no procedures with respect to the Company's eligibility to apply
Interpretation 17.06.
In our opinion, management's assessment that the Company complied with the
aforementioned servicing criteria, including servicing criteria l122(d)(4)(ix),
1122(d)(4)(x)(A), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii) for
which compliance is determined based on Interpretation 17.06 as described
above, as of and for the year ended December 31, 2012, is fairly stated, in
all material respects.
/s/ KPMG LLP
Chicago, Illinois
February 25,2013
EX-34.6
(logo) KPMG
KPMG LLP
Aon Center
Suite 5500
200 East Randolph Drive
Chicago, IL 60601-6436
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank, National Association:
We have examined the management's assessment, included in the accompanying
Assessment of Compliance with the Applicable Servicing Criteria, that the
Document Custody Section of the Corporate Trust Services division of Wells
Fargo Bank, National Association (the Company) complied with the servicing
criteria set forth in Item 1122(d) of the Securities and Exchange Commission's
Regulation AB for publicly-issued (i.e., transaction-level reporting initially
required under the Securities Exchange Act of 1934, as amended) residential
mortgage-backed securities and commercial mortgage-backed securities issued on
or after January 1, 2006 for which the Company provides document custody
services, excluding any such securities issued by any agency or instrumentality
of the U.S. government (other than the Federal Deposit Insurance Company) or
any government sponsored entity (the Platform), as of and for the twelve months
ended December 31, 2012. Management has determined that servicing criteria
1122(d)(1)(iv), 1122(d)(4)(i) and 1122(d)(4)(ii) are applicable to the
activities it performs with respect to the Platform, and that all other
servicing criteria set forth in Item 1122(d) are not applicable to the document
custody services provided by the Company with respect to the Platform.
Management is responsible for the Company's compliance with the servicing
criteria. Our responsibility is to express an opinion on management's assessment
about the Company's compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the Company processed those selected transactions and performed those
selected activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
("KPMG International"), a Swiss entity.
(page)
(logo) KPMG
In our opinion, management's assessment that the Company complied with the
aforementioned servicing criteria, as of and for the twelve months ended
December 31, 2012 is fairly stated, in all material respects.
/s/ KPMG LLP
Chicago, Illinois
February 15, 2013
EX-34.7
(logo) KPMG
KPMG LLP
Aon Center
Suite 5500
200 East Randolph Drive
Chicago, IL 60601-6436
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank, National Association:
We have examined the Corporate Trust Services division of Wells Fargo Bank,
National Association's (the Company) compliance with the servicing criteria set
forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB
for publicly-issued (i.e., transaction-level reporting initially required under
the Securities Exchange Act of 1934, as amended) and certain privately-issued
(i.e., for which transaction-level reporting is required pursuant to contractual
obligation) residential mortgage-backed securities, commercial mortgage-backed
securities and other asset-backed securities for which the Company provides
master servicing, trustee, securities administration and/or paying agent
services, excluding any such securities issued by an agency or instrumentality
of the U.S. government (other than the Federal Deposit Insurance Corporation)
or any government sponsored entity, and further excluding the transactions
issued prior to 2006 for which Wells Fargo outsources all material servicing
activities (as defined by Regulation AB) (the Platform), except for servicing
criteria 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii),
1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and
1122(d)(4)(xiii), which the Company has determined are not applicable to the
activities it performs with respect to the Platform, as of and for the twelve
months ended December 31, 2012. Management is responsible for the Company's
compliance with the servicing criteria. Our responsibility is to express an
opinion on the Company's compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the Company processed those selected transactions and performed those
selected activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
As described in management's Assessment of Compliance With the Applicable
Servicing Criteria, for servicing criterion 1122(d)(4)(i), the Company has
engaged a vendor to perform the activities required by this servicing
criterion. The Company has determined that this vendor is not considered a
"servicer" as defined in Item 1101(j) of Regulation AB, and the Company has
elected to take responsibility for assessing compliance with the servicing
criterion applicable to this vendor as permitted by Interpretation 17.06 of the
SEC Division of Corporation Finance Manual of Publicly Available Telephone
Interpretations ("Interpretation 17.06"). As permitted by Interpretation 17.06,
the Company has asserted that it has
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
("KPMG International"), a Swiss entity.
(page)
policies and procedures in place designed to provide reasonable assurance that
the vendor's activities comply in all material respects with the servicing
criterion applicable to the vendor. The Company is solely responsible for
determining that it meets the SEC requirements to apply Interpretation 17.06
for the vendor and related criterion as described in management's Assessment of
Compliance With the Applicable Servicing Criteria, and we performed no
procedures with respect to the Company's eligibility to apply Interpretation
17.06.
Our examination disclosed the following material noncompliance with servicing
criteria 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as applicable to the Company
during the twelve months ended December 31, 2012:
* 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.
In our opinion, except for the material noncompliance described above, the
Company complied with the aforementioned servicing criteria, including
servicing criterion 1122(d)(4)(i) for which compliance is determined based on
Interpretation 17.06 as described above, as of and for the twelve months ended
December 31, 2012, in all material respects.
We do not express an opinion or any form of assurance on Management's
Discussion on Material Instances of Noncompliance by the Company included in
Schedule B of management's Assessment of Compliance with the Applicable
Servicing Criteria.
/s/ KPMG LLP
Chicago, Illinois
February 28, 2013
EX-35.1
(logo) CENLAR
CENTRAL LOAN ADMINISTRATION & REPORTING
SERVICER COMPLIANCE STATEMENT (ITEM 1123)
Cenlar FSB
The undersigned, a duly authorized officer of Cenlar FSB, as servicer (the
"Servicer") pursuant to the applicable servicing agreements governing the
securities listed on Exhibit A, does hereby certify that:
1. A review of the Servicer's activities during the calendar year 2012 (the
"Reporting Period") and of the Servicer's performance under the applicable
servicing agreement has been made under my supervision.
2. To the best of my knowledge, based on such review, the Servicer has fulfilled
all of its obligations under the applicable servicing agreement in all material
respects throughout the Reporting Period.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this
28th day of February 2013.
/s/ Michael Blair
Name: Michael Blair
Title: Senior Vice President
Exhibit A
Securities Covered in Cenlar FSB's Servicer Compliance Statement 1123:
Redwood Trust, Inc.
Investor Issuer Security *Period Subserviced by Cenlar FSB
HO6 Redwood Trust, Inc. SEMT 2012-1 1/1 to 12/31/12
K06 Redwood Trust, Inc. SEMT 2012-2 3/1 to 12/31/12
L06 Redwood Trust, Inc. SEMT 2012-3 6/1 to 12/31/12
Z06 Redwood Trust, Inc. SEMT 2012-4 9/1 to 12/31/12
Y06 Redwood Trust, Inc. SEMT 2012-5 10/1 to 12/31/12
RW0 Redwood Trust, Inc. SEMT 2012-6 11/1 to 12/31/12
EX-35.2
(logo) FIRST REPUBLIC BANK
It's a privilege to serve you
Feb 28, 2013
Servicer Compliance Statement
For SEMT 2012-1 (see Schedule A)
(i) a review of the Servicer's activities during the reporting period from
January 1, 2012 through December 31, 2012 and of its performance under the
Agreements (each of the agreements and the Reconstitution Agreement as
defined on Schedule A attached hereto) from the above referenced trust
during such period has been made under such officer's supervision, and
(ii) to the best of such officers' knowledge, based on such review, the
Servicer has fulfilled all of its obligations under the Agreements and any
applicable Reconstitution Agreement in all material respects throughout
such reporting period (or applicable portion thereof) or, if there has been
a failure to fulfill any such obligation in any material respect, specifically
identifying each such failure known to such officer and the nature and the
status thereof.
First Republic Bank
/s/ Lionel Antunes
Lionel Antunes
Vice President of Residential Lending
February 28, 2013
SCHEDULE A
1. Flow Mortgage Loan Sale and Servicing Agreement dated as of July 1, 2010,
between Redwood Residential Acquisition Corporation and First Republic Bank,
as modified by Reconstitution Agreement dated January 27, 2012; and
2. Flow Mortgage Loan Sale and Servicing Agreement dated as of April 8, 2011,
between DLJ Mortgage Capital, Inc. and First Republic Bank, as modified by
Reconstitution Agreement dated January 27, 2012
San Francisco Palo Alto Los Angeles Santa Barbara Newport Beach San Diego
Portland Boston Greenwich New York
111 PINE STREET, SAN FRANCISCO, CALIFORNIA 94111, TEL (415) 392-1400 OR
(800) 392-1400, FAX (415) 392-1413
CONVENIENT INTERNET BANKING AT www.firstrepublic.com * MEMBER FDIC
EX-35.3
PHH Mortgage
(logo) PHH
2001 Bishop Gate Blvd
Mount Laurel, NJ 08054
February 28, 2013
Re: Annual Compliance Statement
Attention: Servicer Compliance Team, Stephanie White
Address: 9062 Old Annapolis Road
MAC X2302-033N2702-011
Columbia, MD 21045
Deal Name: Sequoia 2012-1
PHH Investor code: R87
Agreement: Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as
of July 21, 2010 between Redwood Residential Acquisition Corporate
and PHH Mortgage Corporation as modified by the Assignment Assumption
and Recognition Agreement dated January 27, 2012
Dear Sir and/or Madame:
This statement of compliance is being provided in accordance with Item 1123 of
Regulation AB. The Undersigned hereby states that:
1. I am an authorized officer of PHH Mortgage Corporation (the "Servicer");
2. A review of the Servicer's activities during the period from January 1, 2012
through December 31, 2012 (the "Reporting Period") and its performance under
the Agreement has been made under my supervision; and
3. To the best of my knowledge, based on such review, the Servicer has fulfilled
all of its obligations under the Agreement in all material respects
throughout the Reporting Period.
By: /s/ Greg Bronczyk
Name: Greg Bronczyk
Title: Vice President
(logo) EQUAL HOUSING LENDER
EX-35.4
(logo) REDWOOD RESIDENTIAL ACQUISITION
CORPORATION
ONE BELVEDERE PLACE, SUITE 300
PHONE: 415.389.7373
MILL VALLEY, CA 94941
FAX: 415.381.1773
March 1, 2013
TO ALL PARTIES LISTED ON SCHEDULE A
ATTACHED HERETO:
Re: Annual Statement of Compliance by the Servicing Administrator;
Item 1123 Certificate;
Sequoia Mortgage Trusts 2012-1, -2, -3, -4, -5 and -6
The undersigned, a duly authorized officer of Redwood Residential Acquisition
Corporation (the "Servicing Administrator"), hereby certifies as follows for
the calendar year 2012:
(A) a review of the Servicing Administrator's activities during the preceding
calendar year ended December 31, 2012, and its performance under the Flow
Mortgage Loan Servicing Agreement, dated as of August 1, 2011, between the
Servicing Administrator and Cenlar FSB, as amended by Amendment No. 1 to the
Flow Mortgage Loan Servicing Agreement, dated November 3, 2011, and as modified
by the related Acknowledgement (the "Cenlar FSB Flow Servicing Agreement")
and the respective Pooling and Servicing Agreements, has been made under such
officer's supervision; and
(B) to the best of such officer's knowledge, based on such review, the
Servicing Administrator has fulfilled all its obligations under the Cenlar FSB
Flow Servicing Agreement and the respective Pooling and Servicing Agreements,
in all material respects throughout such calendar year ended December 31, 2012.
Very truly yours,
REDWOOD RESIDENTIAL ACQUISITION CORPORATION,
Servicing Administrator
/s/ William J. Moliski
Name: William J. Moliski
Title: Executive Vice President
(page)
SCHEDULE A
Sequoia Residential Funding, Inc.
One Belvedere Place
Suite 330
Mill Valley, CA 94941
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045-1951
U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, MN 55107
Attn: Structured Finance ? Sequoia (SEMT 2012-1 and -2)
Christiana Trust, a division of Wilmington Savings Fund Society FSB
500 Delaware Avenue, 11th Floor
Wilmington, DE 19801
Attention: Corporate Trust ? (SEMT 2012-3, -4, -5 and -6)
EX-35.5
(logo) SPS SELECT
Portfolio
SERVICING, inc.
Agreement: See Schedule of Agreements
Dated: See Attached Schedule
ANNUAL STATEMENT AS TO COMPLIANCE
In accordance with the applicable section in each of the Pooling and Servicing
Agreements specified:
i. a review of the activities of the Servicer during the year ended December
31, 2012 and of performance under this Agreement has been made under such
officers' supervision; and
ii. to the best of such officers' knowledge, based on such review, SPS, in its
capacity as the Servicer, Special Servicer or Modification Oversight Agent
has fulfilled all of its obligations and no default has occurred under this
Agreement throughout such year.
February 22, 2013
/s/ Timothy J. O'Brien
Timothy J. O'Brien
President
Select Portfolio Servicing, Inc.
3815 South West Temple | Salt Lake City, Utah 84115| telephone (801) 293-1881|
web www.spservicing.com
(page)
Schedule of Agreements
Sale and Servicing Agreement among ITLA Mortgage Loan Securitization 2002-1,
L.L.C., Issuer, ITLA Capital Corporation, Seller and Master Servicer, Fairbanks
Capital Corp., Servicer, Wells Fargo Bank Minnesota, National Association,
Trustee and Wells Fargo Bank Minnesota, National Association, Backup Servicer
3/1/2002
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital Inc., Seller, Wells Fargo Bank Minnesota N.A., Master Servicer and
Trust Administrator, Washington Mutual Mortgage Securities Corp., Seller and
Servicer, Greenpoint Mortgage Funding, Inc., Seller and Servicer, Fairbanks
Capital Corp., Servicer and Special Servicer, and U.S. Bank, National
Association, Trustee-Pooling and Servicing Agreement-CSFB Mortgage-Backed
Pass-through Certificates, Series 2003-AR30
12/1/2003
Assignment and Assumption Agreement by and among Fidelity Funding Mortgage
Corp., Fairbanks Capital Corp., and Cargill Financial Services Corporation
relating to Fidelity Funding Home Equity Loan Trust 1997-1
6/1/1999
Fairbanks Capital Corp. as Servicer, Lehman Capital as Seller and Wells Fargo
Bank, MN NA, as Master Servicer -Amortizing Residential Collateral Mortgage
Pass-Through Certificates, Series 2001-BC6
10/1/2001
Pooling and Servicing Agreement -Asset Backed Securities Corporation,
Depositor, DLJ Mortgage Capital, Inc., Seller, Fairbanks Capital Corp.,
Servicer, and Wells Fargo Bank Minnesota NA, Trustee-Asset Backed Securities
Corporation Home Equity Loan Trust 2002-HE2
5/1/2002
Servicing Agreement Among DLJ Mortgage Capital, Inc. and Credit Suisse First
Boston Financial Corporation, as Owners and Fairbanks Capital Corp., as
Servicer -Residential Mortgage Loans (for the Reconstituted Servicing Agreement
between Hudson City Savings Bank, Purchaser, DLJ Mortgage Capital, Inc.,
Seller, Select Portfolio Servicing, Inc, Servicer and Universal Master
Servicing, LLC, Master Servicer)
8/14/2002
Financial Asset Securities Corp., Depositor Fairbanks Capital Corp., Servicer
and Wells Fargo Bank Minnesota, National Association, Trustee -Pooling and
Servicing Agreement -First Franklin Mortgage Loan Trust 2002-FFA
9/1/2002
Financial Asset Securities Corp., Depositor, Fairbanks Capital Corp., Servicer
and Wells Fargo Bank Minnesota National Association, Trustee-Pooling and
Servicing Agreement -First Franklin Mortgage Loan Trust 2003-FF1
4/1/2003
Page 1 of 11
(page)
Schedule of Agreements
Asset Backed Securities Corporation, Depositor, Fairbanks Capital Corp.,
Servicer and Wells Fargo Bank Minnesota, NA, Trustee-Pooling and Servicing
Agreement-Asset Backed Securities Corporation Home Equity Loan Trust 2003-HEl
1/1/2003
Select Portfolio Servicing, Inc. as servicer in trust for ACE Securities Corp.
Home Equity Loan Trust, Series 2004-HE4 and DB Structured Products, Inc.,
Owner-Servicing Agreement -Fixed Rate And Adjustable Rate Mortgage Loans
11/1/2004
ACE Securities Corp., Depositor, Ocwen Federal Bank FSB, A Servicer Option One
Mortgage Corporation, A Servicer, Select Portfolio Servicing, Inc., A Servicer,
Wells Fargo Bank, N.A., Master Servicer And Securities Administrator and HSBC
Bank USA, National Association, Trustee-Pooling And Servicing Agreement-ACE
Securities Corp. Home Equity Loan Trust, Series 2005-SD1, Asset Backed
Pass-Through Certificates
1/1/2005
Select Portfolio Servicing, Inc., Servicer and DB Structured Products, Inc.,
Owner-Servicing Agreement-Fixed Rate And Adjustable Rate Mortgage Loans-Deutsche
Alt-A Securities, Inc. Mortgage Loan Trust, Series 2005-1
1/1/2005
Asset Backed Securities Corporation, Depositor, DLJ Mortgage Capital, Inc.,
Seller, Select Portfolio Servicing, Inc., Servicer, Wells Fargo Bank, N.A.,
Master Servicer and U.S. Bank National Association, Trustee-Pooling And
Servicing Agreement-Asset Backed Securities Corporation Home Equity Loan Trust,
Series NC 2005-HE4
5/1/2005
Select Portfolio Servicing, Inc., Servicer and DB Structured Products, Inc.,
Owner-Servicing Agreement-Fixed Rate And Adjustable Rate Mortgage
Loans-Deutsche Alt-A Securities, Inc. Mortgage Loan Trust, Series 2005-3
1/1/2005
Select Portfolio Servicing, Inc., Servicer and DB Structured Products, Inc.,
Owner-Servicing Agreement -Fixed Rate And Adjustable Rate Mortgage Loans -ACE
Securities Corp. Home Equity Loan Trust, Series 2005-SD2
1/1/2005
Nomura Home Equity Loan, Inc., Depositor, Nomura Credit & Capital, Inc.,
Seller, Select Portfolio Servicing, Inc., a Servicer, Option One Mortgage
Corporation, a Servicer, Countrywide Home Loans Servicing LP, a Servicer, Wells
Fargo Bank, National Association, Master Servicer and Securities Administrator
and HSBC Bank USA, National Association, Trustee -Pooling and Servicing
Agreement-Nomura Home Equity Loan, Inc., Asset-Backed Certificates, Series
2005-HE1
10/1/2005
Page 2 of 11
(page)
Schedule of Agreements
Asset Backed Securities Corporation, Depositor, DLJ Mortgage Capital, Inc.,
Seller, Select Portfolio Servicing, Inc., Servicer, Mortgageramp Inc., Loan
Performance Advisor, U.S. Bank National Association, Trustee and Wells Fargo
Bank, N.A., Master Servicer, Paying Agent And Swap Administrator-Pooling and
Servicing Agreement-Asset Backed Securities Corporation Home Equity Loan Trust,
Series NC 2005-HE8
10/1/2005
Select Portfolio Servicing, Inc., Servicer and DB Structured Products, Inc.,
Owner-Servicing Agreement -Fixed Rate and Adjustable Rate Mortgage Loans
-Deutsche Alt-A Securities Inc. Mortgage Loan Trust, Series 2006-AF1
3/1/2006
Select Portfolio Servicing, Inc., Servicer and DB Structured Products, Inc.,
Owner-Servicing Agreement -Fixed Rate and Adjustable Rate Mortgage Loans -ACE
Securities Corp. Home Equity Loan Trust, Series 2006-SD1
2/28/2006
GS Mortgage Securities Corp., Depositor, Litton Loan Servicing LP, Servicer,
Select Portfolio Servicing, Inc., Servicer, Avelo Mortgage, L.L.C., Servicer,
J.P. Morgan Trust Company, National Association, Custodian, U.S. Bank National
Association, Custodian, Deutsche Bank National Trust Company, Custodian,
LaSalle Bank National Association, Trustee, and Wells Fargo Bank, N.A., Master
Servicer and Securities Administrator-Pooling and Servicing Agreement-GSAMP
Trust 2006-HE3
5/1/2006
Select Portfolio Servicing, Inc., Servicer and DB Structured Products, Inc.,
Owner - Servicing Agreement-Fixed Rate and Adjustable Rate Mortgage Loans-ACE
Securities Corp. Home Equity Loan Trust, Series 2006-SD2
5/31/2006
GS Mortgage Securities Corp., Depositor, Litton Loan Servicing LP, Servicer,
Select Portfolio Servicing, Inc., Servicer, Avelo Mortgage, L.L.C., Servicer,
J.P. Morgan Trust Company, National Association, Custodian, U.S. Bank National
Association, Custodian, Deutsche Bank National Trust Company, Custodian,
LaSalle Bank National Association, Trustee and Wells Fargo Bank, N.A., Master
Servicer and Securities Administrator-Pooling And Servicing Agreement-GSAMP
Trust 2006-HE4
6/1/2006
GS Mortgage Securities Corp., Depositor, Litton Loan Servicing LP, Servicer,
Select Portfolio Servicing, Inc., Servicer, Avelo Mortgage, L.L.C., Servicer,
J.P. Morgan Trust Company, National Association, Custodian, U.S. Bank National
Association, Custodian, Deutsche Bank National Trust Company, Custodian,
LaSalle Bank National Association, Trustee, and Wells Fargo Bank, N.A., Master
Servicer and Securities Administrator-Pooling and Servicing Agreement-GSAMP
Trust 2006-HE5
8/1/2006
Page 3 of 11
(page)
Schedule of Agreements
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank N.A., Servicer, Master Servicer and
Trust Administrator, Banco Popular De Puerto Rico, Servicer, Select Portfolio
Servicing, Inc., Servicer and Special Servicer, and U.S. Bank National
Association, Trustee-Pooling and Servicing Agreement-CSMC Mortgage-Backed
Pass-Through Certificates, Series 2006-9
10/1/2006
Select Portfolio Servicing, Inc., Servicer and DB Structured Products, Inc.,
Owner-Servicing Agreement -Fixed Rate And Adjustable Rate Mortgage Loans -ACE
Securities Corp. Home Equity Loan Trust, Series 2006-SD3
10/31/2006
Asset Backed Securities Corporation, Depositor, DLJ Mortgage Capital, Inc.,
Seller, Nationstar Mortgage LLC, Servicer, Select Portfolio Servicing, Inc.,
Servicer, Wells Fargo Bank, N.A., Master Servicer and Trust Administrator,
Officetiger Global Real Estate Services Inc., Loan Performance Advisor and U.S.
Bank National Association, Trustee -Pooling And Servicing Agreement -Asset
Backed Securities Corporation Home Equity Loan Trust, Series MO 2006-HE6
11/1/2006
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank, N.A., Master Servicer, Servicer and
Trust Administrator, Select Portfolio Servicing, Inc., Servicer, Special
Servicer and Modification Oversight Agent, Washington Mutual Mortgage
Securities Corp., Servicer, and U.S. Bank National Association, Trustee -Series
Supplement to Standard Terms of Pooling and Servicing Agreement -Adjustable
Rate Mortgage Trust 2007-1
2/1/2007
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank, N.A., Master Servicer, Servicer and
Trust Administrator, Select Portfolio Servicing, Inc., Servicer, Special
Servicer and Modification Oversight Agent, and U.S. Bank National Association,
Trustee-Series Supplement to Standard Terms of Pooling and Servicing Agreement
-Adjustable Rate Mortgage Trust 2007-2
5/1/2007
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank N.A., Servicer, Master Servicer and
Trust Administrator, Banco Popular De Puerto Rico, Servicer, Greenpoint
Mortgage Funding, Inc., Servicer and a Seller, Select Portfolio Servicing,
Inc., Servicer, Special Servicer and Modification Oversight Agent and U.S. Bank
National Association, Trustee-Pooling and Servicing Agreement -CSMC
Mortgage-Backed Pass-Through Certificates, Series 2007-1
1/1/2007
Page 4 of 11
(page)
Schedule of Agreements
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., a Seller, Wells Fargo Bank N.A., a Servicer, Master Servicer and
Trust Administrator, Greenpoint Mortgage Funding, Inc., a Servicer and a
Seller, Select Portfolio Servicing, Inc., a Servicer, Special Servicer, and
Modification Oversight Agent and U.S. Bank National Association,
Trustee-Pooling and Servicing Agreement-CSMC Mortgage-Backed Pass-Through
Certificates, Series 2007-2
2/1/2007
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank N.A., Servicer, Master Servicer and
Trust Administrator, Universal Master Servicing LLC., Servicer, Washington
Mutual Mortgage Securities Corp., Servicer, Select Portfolio Servicing, Inc.,
Servicer, Special Servicer and Modification Oversight Agent and U.S. Bank
National Association, Trustee-Pooling and Servicing Agreement-CSMC
Mortgage-Backed Pass-Through Certificates, Series 2007-3
3/1/2007
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank N.A., Servicer, Master Servicer and
Trust Administrator, Universal Master Servicing, LLC, Servicer, Select
Portfolio Servicing, Inc., Servicer, Special Servicer and Modification
Oversight Agent and U.S. Bank National Association, Trustee-Pooling and
Servicing Agreement-CSAB Mortgage-Backed Pass-Through Certificates, Series
2007-1
4/1/2007
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank N.A., Servicer, Master Servicer and
Trust Administrator, Universal Master Servicing, LLC., Servicer, Select
Portfolio Servicing, Inc., Servicer, Special Servicer, and Modification
Oversight Agent and U.S. Bank National Association, Trustee-Pooling and
Servicing Agreement-CSMC Mortgage-Backed Pass-Through Certificates, Series
2007-4
5/1/2007
Asset Backed Securities Corporation, Depositor, DLJ Mortgage Capital, Inc.
Seller, Select Portfolio Servicing, Inc., Servicer, Officetiger Global Real
Estate Services Inc., Loan Performance Advisor and Wells Fargo Bank, N.A.,
Trustee-Pooling and Servicing Agreement-Asset Backed Securities Corporation
Home Equity Loan Trust, Series AMQ 2007-HE2
5/1/2007
Financial Asset Securities Corp., Depositor, Litton Loan Servicing LP,
Servicer, Wells Fargo Bank, N.A., Master Servicer and Trust Administrator and
Deutsche Bank National Trust Company, Trustee -Pooling and Servicing
Agreement-Soundview Home Loan Trust 2007-2
9/1/2007
Page 5 of 11
(page)
Schedule of Agreements
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank N.A., Servicer, Master Servicer and
Trust Administrator, Banco Popular De Puerto Rico, Servicer and Back-Up
Servicer, R&G Mortgage Corp., Servicer, Select Portfolio Servicing, Inc.,
Servicer, Special Servicer and Modification Oversight Agent and U.S. Bank
National Association, Trustee-Pooling and Servicing Agreement-CSMC
Mortgage-Backed Pass-Through Certificates, Series 2007-5
7/1/2007
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank, N.A., Master Servicer, Servicer and
Trust Administrator, Select Portfolio Servicing, Inc., Servicer, Special
Servicer and Modification Oversight Agent, and U.S. Bank National Association,
Trustee-Series Supplement to Standard Terms of Pooling and Servicing
Agreement-Adjustable Rate Mortgage Trust 2007-3
9/1/2007
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank N.A., Servicer, Master Servicer and
Trust Administrator, Bank of America, National Association, Servicer, Universal
Master Servicing, LLC., Servicer, Select Portfolio Servicing, Inc., Servicer,
Special Servicer, and Modification Oversight Agent and U.S. Bank National
Association, Trustee-Series Supplement to Standard Terms of the Pooling and
Servicing Agreement-CSMC Mortgage-Backed Pass-Through Certificates, Series
2007-6
9/1/2007
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank N.A., Servicer, Master Servicer and
Trust Administrator, Universal Master Servicing LLC., Servicer, Banco Popular
De Puerto Rico, Servicer and Back-Up Servicer, Greenpoint Mortgage Funding,
Inc., Servicer, Select Portfolio Servicing, Inc., Servicer, Special Servicer
and Modification Oversight Agent and U.S. Bank National Association, Trustee
-Pooling and Servicing Agreement-CSMC Mortgage-Backed Pass-Through
Certificates, Series 2007-7
1/11/2007
Aames Mortgage Investment Trust 2005-4, as Issuer, Morgan Stanley ABS Capital I
Inc., As Depositor, Wells Fargo Bank, N.A., as Trust Administrator and Master
Servicer, Aames Capital Corporation, as Servicer, Aames Investment Corporation,
as Seller and Deutsche Bank National Trust Company, as Indenture
Trustee-Transfer and Servicing Agreement-Aames Mortgage Investment Trust 2005-4
9/1/2005
Aames Mortgage Investment Trust 2006-1, as Issuer, Financial Asset Securities
Corp., as Depositor, Wells Fargo Bank, N.A., as Trust Administrator and Master
Servicer, Aames Funding Corporation, as Servicer, Aames Investment Corporation,
as Sponsor and Deutsche Bank National Trust Company, As Indenture
Trustee-Transfer And Servicing Agreement
4/1/2006
Page 6 of 11
(page)
Schedule of Agreements
Flow Mortgage Loan Servicing Rights Sale and Servicing Agreement Among Select
Portfolio Servicing, Inc., as Servicer, DLJ Mortgage Capital, Inc., as
Servicing Rights Purchaser, and Redwood Residential Acquisition Corporation, as
Owner
5/5/2011
Assignment, Assumption and Recognition Agreement for the Sequoia Mortgage Trust
2011-2, among Redwood Residential Acquisition Corporation (the "Assignor"),
Sequoia Residential Funding, Inc. (the "Depositor"), Select Portfolio
Servicing, Inc., (the "Servicer"), DLJ Mortgage Capital, Inc. (the "Servicing
Rights Purchaser") and U.S. Bank National Association, as trustee, servicing
under the Flow Mortgage Loan Servicing Rights Sale and Servicing Agreement
Among Select Portfolio Servicing, Inc., as Servicer, DLJ Mortgage Capital,
Inc., as Servicing Rights Purchaser, and Redwood Residential Acquisition
Corporation, as Owner
9/27/2011
Reconstituted Servicing Agreement, dated as of November 1, 2006, between
Greenwich Capital Financial Products, Inc., Countrywide Home Loans, Inc.,
Countrywide Home Loans Servicing LP, as servicer, and acknowledged by Wells
Fargo Bank, N.A., as trustee-HarborView Mortgage Loan Trust 2006-12
11/1/2006
Reconstituted Servicing Agreement, dated as of February 1, 2007, between
Greenwich Capital Financial Products, Inc., Countrywide Home Loans, Inc.,
Countrywide Home Loans Servicing LP, as servicer, and acknowledged by Wells
Fargo Bank, N.A., as trustee-HarborView Mortgage Loan Trust 2007-1
2/1/2007
Reconstituted Servicing Agreement, dated as of February 1, 2006, between
Luminent Mortgage Capital, Inc., as sponsor, Countrywide Home Loans, Inc.,
Countrywide Home Loans Servicing LP, as servicer, Greenwich Capital Acceptance,
Inc., as depositor, Maia Mortgage Finance Statutory Trust, as seller, Wells
Fargo Bank, N.A., as master servicer and securities administrator, and
acknowledged by HSBC Bank USA, National Association, as trustee-Luminent
Mortgage Trust 2006-2
2/1/2006
Banc of America Mortgage Securities, Inc., as Depositor, Bank of America, N.A.,
as Servicer and Wells Fargo Bank, N.A., as Trustee-Pooling and Servicing
Agreement-Mortgage Pass-Through Certificates, Series 2005-5
5/26/2005
Banc of America Mortgage Securities, Inc., as Depositor, Bank of America, N.A.,
as Servicer and Wells Fargo Bank, N.A., as Trustee -Pooling and Servicing
Agreement-Mortgage Pass-Through Certificates, Series 2005-12
12/29/2005
Page 7 of ll
(page)
Schedule of Agreements
Assignment, Assumption and Recognition Agreement for the Sequoia Mortgage Trust
2012-1, among Redwood Residential Acquisition Corporation (the "Assignor"),
Sequoia Residential Funding, Inc. (the "Depositor"), Select Portfolio
Servicing, Inc., (the "Servicer"), DLJ Mortgage Capital, Inc. (the "Servicing
Rights Purchaser") and U.S. Bank National Association, as trustee, servicing
under the Flow Mortgage Loan Servicing Rights Sale and Servicing Agreement
Among Select Portfolio Servicing, Inc., as Servicer, DLJ Mortgage Capital,
Inc., as Servicing Rights Purchaser, and Redwood Residential Acquisition
Corporation, as Owner
1/27/2012
Credit Suisse First Boston Mortgage Securities Corp., Depositor, Wells Fargo
Bank, N.A., Master Servicer and Securities Administrator, Select Portfolio
Servicing, Inc., Servicer and U.S. Bank National Association, Trustee-Pooling
and Servicing Agreement -CSMC Trust 2012-CIM1
3/1/2012
Credit Suisse First Boston Mortgage Securities Corp., Depositor, Wells Fargo
Bank, N.A., Master Servicer and Securities Administrator, Select Portfolio
Servicing, Inc., Servicer and U.S. Bank National Association, Trustee-Pooling
and Servicing Agreement -CSMC Trust 2012-CIM2
6/1/2012
Securitized Asset Backed Receivables LLC, Depositor, Countrywide Home Loans
Servicing LP, Servicer, Decision One Mortgage Company LLC, Responsible Party,
and Wells Fargo Bank, National Association, Trustee-Pooling and Servicing
Agreement-Securitized Asset Backed Receivables LLC Trust 2004-D01
7/1/2004
Securitized Asset Backed Receivables LLC, Depositor, Countrywide Home Loans
Servicing LP, Servicer, Decision One Mortgage Company LLC, Responsible Party
and Wells Fargo Bank, National Association, Trustee-Pooling and Servicing
Agreement-Securitized Asset Backed Receivables LLC Trust 2004-D02
9/1/2004
Securitized Asset Backed Receivables LLC, Depositor, Countrywide Home Loans
Servicing LP, Servicer, Mortgageramp Inc., Loan Performance Advisor, Fremont
Investment & Loan, Responsible Party and Wells Fargo Bank, National
Association, Trustee -Pooling and Servicing Agreement -Securitized Asset Backed
Receivables LLC Trust 2005-FR3
7/1/2005
Securitized Asset Backed Receivables LLC, Depositor, Countrywide Home Loans
Servicing LP, Servicer, Homeq Servicing Corporation, Servicer, Mortgageramp,
Inc., Loan Performance Advisor, NC Capital Corporation, Responsible Party, WMC
Mortgage Corp., Responsible Party and Wells Fargo Bank, National Association,
Trustee-Pooling and Servicing Agreement-Securitized Asset Backed Receivables
Llc Trust 2005 HE1
11/1/2005
Page 8 of 11
(page)
Schedule of Agreements
Deutsche Alt-A Securities, Inc., Depositor, Wells Fargo Bank, N.A., Master
Servicer and Securities Administrator, Clayton Fixed Income Services Inc., as
Credit Risk Manager and HSBC Bank USA, National Association, Trustee-Pooling
and Servicing Agreement -Mortgage Pass-Through Certificates Series 2007-AB1
3/1/2007
Deutsche Alt-A Securities, Inc., Depositor and Wells Fargo Bank, N.A., Master
Servicer and Securities Administrator and HSBC Bank USA, National Association,
Trustee-Pooling and Servicing Agreement-Mortgage Pass Through Certificates
Series 2007-AR1
1/1/2007
Deutsche Alt-A Securities, Inc., Depositor and Wells Fargo Bank, N.A., Master
Servicer and Securities Administrator and Clayton Fixed Income Services Inc.,
Credit Risk Manager and HSBC Bank USA, National Association, Trustee -Pooling
and Servicing Agreement-Mortgage Pass-Through Certificates Series 2007-AR2
2/1/2007
Deutsche Alt-A Securities, Inc., Depositor and Wells Fargo Bank, N.A., Master
Servicer and Securities Administrator and HSBC Bank USA, National Association,
Trustee-Pooling and Servicing Agreement-Mortgage Pass-Through Certificates
Series 2007-BAR1
2/1/2007
HSI Asset Securitization Corporation, Depositor, Wells Fargo Bank, N.A., Master
Servicer, Securities Administrator and Custodian, Deutsche Bank National Trust
Company, Trustee and Officetiger Global Real Estate Services Inc., Credit Risk
Manager -Pooling and Servicing Agreement-HSI Asset Securitization Corporation
Trust 2007-HE1
2/1/2007
HSI Asset Securitization Corporation, Depositor, Wells Fargo Bank, N.A.,
Master Servicer, Securities Administrator and Custodian, Deutsche Bank National
Trust Company, Trustee and Officetiger Global Real Estate Services Inc., Credit
Risk Manager -Pooling and Servicing Agreement-HSI Asset Securitization
Corporation Trust 2007-HE2
4/1/2007
HSI Asset Securitization Corporation, Depositor, Wells Fargo Bank, N.A., Master
Servicer, Securities Administrator and Custodian, Deutsche Bank National Trust
Company, Trustee and Officetiger Global Real Estate Services Inc., Credit Risk
Manager -Pooling and Servicing Agreement -HSI Asset Securitization Corporation
Trust 2007-NC1
5/1/2007
Page 9 of 11
(page)
Schedule of Agreements
Financial Asset Securities Corp., Depositor, Litton Loan Servicing LP,
Servicer, Wells Fargo Bank, N.A., Master Servicer and Trust Administrator and
Deutsche Bank National Trust Company, Trustee -Pooling and Servicing Agreement
-Soundview Home Loan Trust 2007-2
9/1/2007
Assignment, Assumption and Recognition Agreement among EMC Mortgage
Corporation, the Assignor, U.S. Bank National Association, not individually but
solely as trustee for the holders of the Bear Stearns Asset Backed Securities I
Trust 2005-AC5, Asset-Backed Certificates, Series 2005-AC5, Assignee and
Savannah Bank, NA dba Harbourside Mortgage Corporation, the Company
7/29/2005
Assignment, Assumption and Recognition Agreement among EMC Mortgage
Corporation, the Assignor, U.S. Bank National Association, not individually but
solely as trustee for the holders of the Bear Stearns Asset Backed Securities I
Trust 2005-AC8, Asset-Backed Certificates, Series 2005-AC8, Assignee and
Savannah Bank, NA, the Company
10/31/2005
Assignment, Assumption and Recognition Agreement among EMC Mortgage
Corporation, the Assignor, U.S. Bank National Association, not individually but
solely as trustee for the holders of the Bear Stearns Asset Backed Securities I
Trust 2006-AC1, Asset-Backed Certificates, Series 2006-AC1, Assignee and
Savannah Bank, NA dba Harbourside Mortgage Corporation, the Company
1/31/2006
Assignment, Assumption and Recognition Agreement among EMC Mortgage
Corporation, the Assignor, U.S. Bank National Association, not individually but
solely as trustee for the holders of the Bear Stearns Asset Backed Securities I
Trust 2006-AC2, Asset-Backed Certificates, Series 2006-AC2, Assignee and
Savannah Bank, NA dba Harbourside Mortgage Corporation, the Company
2/28/2006
Assignment, Assumption and Recognition Agreement among EMC Mortgage
Corporation, the Assignor, JPMorgan Chase Bank, National Association, not
individually but solely as trustee for the holders of the Bear Stearns ALT-A
Trust 2005-8, Mortgage Pass-Through Certificates, Series 2005-8, Assignee and
Savannah Bank, NA dba Harbourside Mortgage Corporation, the Company
8/31/2005
Assignment, Assumption and Recognition Agreement among EMC Mortgage
Corporation, the Assignor, JPMorgan Chase Bank, National Association, not
individually but solely as trustee for the holders of the Bear Stearns ALT-A
Trust 2005-9, Mortgage Pass-Through Certificates, Series 2005-9, Assignee and
Savannah Bank, NA dba Harbourside Mortgage Corporation, the Company
9/30/2005
Page 10 of 11
(page)
Schedule of Agreements
Assignment, Assumption and Recognition Agreement among EMC Mortgage
Corporation, the Assignor, JPMorgan Chase Bank, National Association, not
individually but solely as trustee for the holders of the Bear Stearns ALT-A
Trust 2006-1 Mortgage Pass-Through Certificates, Series 2006-1 , Assignee and
Savannah Bank, NA dba Harbourside Mortgage Corporation, the Company
1/31/2006
Assignment, Assumption and Recognition Agreement among EMC Mortgage
Corporation, the Assignor, JPMorgan Chase Bank, National Association, not
individually but solely as trustee for the holders of the Bear Stearns ALT-A
Trust 2006-2 Mortgage Pass-Through Certificates, Series 2006-2, Assignee and
Savannah Bank, NA dba Harbourside Mortgage Corporation, the Company
3/1/2006
Credit Suisse First Boston Mortgage Securities Corp., Depositor, Wells Fargo
Bank, N.A., Master Servicer and Securities Administrator, Select Portfolio
Servicing, Inc., Servicer and Christiana Trust, A Division of Wilmington
Savings Fund Society, FSB, Trustee-Pooling and Servicing Agreement-CSMC Trust
2012-CIM3
11/1/2012
ACE Securities Corp., Depositor, Wells Fargo Bank Minnesota, National
Association, Master Servicer and Securities Administrator and Bank One,
National Association, Trustee -Pooling and Servicing Agreement -ACE Securities
Corp. Home Equity Loan Trust, Series 2002-HE3
12/1/2002
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital Inc., Seller, Select Portfolio Servicing Inc., Wells Fargo Bank, N.A.,
Wilshire Credit Corporation, Servicers, Wells Fargo Bank, N.A., Master Servicer
and Trust Administrator and U.S. Bank National Association, Trustee-Pooling and
Servicing Agreement-CSFB Mortgage Pass-Through Certificates, Series 2004-CF2
9/1/2004
Credit Suisse First Boston Mortgage Securities Corp., Depositor, DLJ Mortgage
Capital, Inc., Seller, Wells Fargo Bank, N.A., Master Servicer, Servicer,
Back-Up Servicer and Trust Administrator, Chase Manhattan Mortgage Corporation,
Master Servicer, Washington Mutual Mortgage Securities Corp., Seller and
Servicer, Fairbanks Capital Corp., Greenpoint Mortgage Funding, Inc.,
Servicers, Wilshire Credit Corporation, Special Servicer, and U.S. Bank
National Association, Trustee -Pooling and Servicing Agreement -Mortgage-Backed
Pass-Through Certificates, Series 2004-AR5
5/1/2004
Pool and Servicing Agreement-Contimortgage Home Equity Loan Trust 1999-3
6/1/1999
Page 11 of 11
EX-35.6
(logo) WELLS FARGO
Corporate Trust Services
MAC R1204-010
9062 Old Annapolis Road
Columbia, MD 21045
Tel: 410 884 2000
Fax: 410 715 2380
Sequoia Residential Funding, Inc.
One Belvedere Place, Suite 330
Mill Valley, California 94941
RE: Annual Statement as to Compliance
The undersigned, a duly authorized officer of Wells Fargo Bank, N.A. ("Wells
Fargo"), hereby certifies as follows for the calendar year 2012:
(a) a review of Wells Fargo's activities as assigned and agreed to under the
servicing agreement(s) listed on Schedule A hereto (the "Servicing
Agreement(s)") and its performance under the Servicing Agreements has been made under my supervision; and
(b) to the best of my knowledge, based on such review Wells Fargo has fulfilled
all of its obligations under the Servicing Agreement(s) in all material
respects throughout the reporting period, except as noted in Schedule B.
March 1, 2013
/s/ Julie Eichler
JULIE EICHLER
Vice President
Wells Fargo Bank, N.A.
(logo) Together we'll go far
(page)
(logo) WELLS FARGO
Corporate Trust Services
MAC R1204-010
9062 Old Annapolis Road
Columbia, MD 21045
Tel: 410 884 2000
Fax: 410 715 2380
To: Sequoia Residential Funding, Inc.
Schedule A
List of Servicing Agreement(s) and Series
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2011-1 Mortgage
Pass-Through Certificates,Series 2011-1, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2011-2 Mortgage
Pass-Through Certificates,Series 2011-2, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-1 Mortgage
Pass-Through Certificates,Series 2012-1, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-2 Mortgage
Pass-Through Certificates,Series 2012-2, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-3 Mortgage
Pass-Through Certificates,Series 2012-3, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-5 Mortgage
Pass-Through Certificates,Series 2012-5, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-6 MortgagePass-
Through Certificates,Series 2012-6, Wells Fargo Bank, N.A. as Master Servicer
and Securities Administrator, as applicable.
Wells Fargo Bank, N.A.
(page)
(logo) WELLS FARGO
Corporate Trust Services
MAC R1204-010
9062 Old Annapolis Road
Columbia, MD 21045
Tel: 410 884 2000
Fax: 410 715 2380
To: Sequoia Residential Funding, Inc.
Schedule B
Material Instances of Non-Compliance
No instances to report
Wells Fargo Bank, N.A.
Exhibit D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 2
(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: 333-159791-06
Sequoia Mortgage Trust 2012-2
(exact name of issuing entity as specified in its charter)
Sequoia Residential Funding, Inc.
(exact name of the depositor as specified in its charter)
Comission file number of depositor: 333-159791
RWT Holdings, Inc.
(exact name of the sponsor as specified in its charter)
New York 38-3867656
(State or other jurisdiction of 38-3867657
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/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.
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. Barclays Capital Inc., the
underwriter, is an affiliate of Barclays Bank PLC, from which the depositor
purchased some of the mortgage loans as to which First Republic Bank is the
originator.
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.
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.
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.
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 33.3.
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.
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.
Wells Fargo Bank
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 exhibit 33.6.
There were no 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.
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 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: October __, 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
EX-31 Rule 13a-14(d)/15d-14(d) Certification.
I, John Isbrandtsen, certify that:
1.I have reviewed this report on Form 10-K/A and all reports on Form 10-D
required to be filed in respect of the period covered by this report on
Form 10-K/A of Sequoia Mortgage Trust 2012-2 (the "Exchange Act periodic
reports");
2.Based on my knowledge, the Exchange Act periodic reports, taken as a
whole, do not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period
covered by this report is included in the Exchange Act periodic reports;
4.Based on my knowledge and the servicer compliance statements required
in this report under Item 1123 of Regulation AB, and except as
disclosed in the Exchange Act periodic reports, the servicers have
fulfilled their obligations under the servicing agreements in all
material respects; and
5.All of the reports on assessment of compliance with servicing criteria
for asset-backed securities and their related attestation reports on
assessment of compliance with servicing criteria for asset-backed
securities required to be included in this report in accordance with
Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18
have been included as an exhibit to this report, except as otherwise
disclosed in this report. Any material instances of noncompliance
described in such reports have been disclosed in this report on Form
10-K/A.
In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties:
Cenlar, FSB as Servicer, First Republic Bank as Servicer, PHH Mortgage
Corporation as Servicer, Wells Fargo Bank, N.A. as Custodian and Wells
Fargo Bank, N.A. as Master Servicer and Securities Administrator.
Dated: October __, 2013
/s/ John Isbrandtsen
Signature
Chairman of the Board and Chief Executive Officer
(senior officer in charge of securitization of the depositor)
EX-33.1
(logo)CENLAR FSB
CENTRAL LOAN ADMINISTRATION & REPORTING
7 Graphics Drive, Suite 212 * Ewing, NJ 08628
609-883-3900 Ext. 3288 * Fax: 609-538-4006 * E-mail: gtornquist@cenlar.com
GREGORY S. TORNQUIST
President &. Chief Executive Officer
Management Assessment
The Board of Directors
Cenlar FSB:
Management of Cenlar FSB (the Company) is responsible for assessing compliance
with the applicable servicing criteria set forth in Item 1122(d) of Regulation
AB of the Securities and Exchange Commission relating to the servicing of
residential mortgage loans (the Platform), except for servicing criteria
1122(d)(1)(iii) Backup Servicer, as of and for the year ended December 31, 2012.
This criteria is not applicable to the Company because the Company does not
perform activities with respect to the Platform relating to this criteria. With
respect to servicing criteria 1122(d)(4)(xi) and 1122(d)(2)(vi), management has
engaged various vendors to perform the activities required by these servicing
criteria. The Company's management has determined that none of these vendors is
considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the
Company's management has elected to take responsibility for assessing compliance
with the servicing criteria applicable to each vendor as permitted by
Interpretation 17.06 of the SEC Division of Corporation Finance Manual of
Publicly Available Telephone Interpretations ("Interpretation 17.06").
Management has policies and procedures in place designed to provide reasonable
assurance that the vendors' activities comply in all material respects with the
servicing criteria applicable to each vendor. The Company's management is solely
responsible for determining that it meets the SEC requirements to apply
Interpretation 17.06 for the vendors and related criteria. Appendix A identifies
the individual asset-backed transactions and securities defined by management as
constituting the Platform.
The Company's management has assessed the Company's compliance with the
applicable servicing criteria as of and for the year ended December 31, 2012. In
making this assessment, management used the criteria set forth by the Securities
and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.
Based on such assessment, management has concluded that, as of and for the year
ended December 31, 2012, the Company has complied, in all material respects with
the servicing criteria, except for the servicing criteria 1122 (d)(1)(iii)
Backup Servicer, set forth in Item 1122(d) of Regulation AB of the Securities
and Exchange Commission relating to the servicing of the Platform.
Mailing Address: Cenlar FSB * 425 Phillips Boulevard * Ewing. NJ 08618
(page)
Cenlar FSB
February 28, 2013
Page 2 of 2
KPMG LLP, an independent registered public accounting firm, has issued an
attestation report with respect to management's assessment of compliance with
the applicable servicing criteria as of and for the year ended December 31,2012.
/s/ Gregory S. Tornquist
Gregory S. Tornquist
President & Chief Executive Officer
/s/ Stephen W. Gozdan /s/ Jeanne M. Bader
Stephen W. Gozdan Jeanne M. Bader
Chief Financial Officer Director of Loan Administration
February 28, 2013
(page)
Appendix A
Securities Covered in Cenlar FSB's REG AB Attestation: Wells Fargo Bank, N.A.
Investor Security * Period
Subserviced by
Cenlar FSB
A54 New York Mortgage Company NYMC 06-1 1/1 to 12/31/12
H96 UBS Real Estate Securities, Inc MASTR 06-OA1 1/1 to 12/31/12
D96 UBS Real Estate Securities, Inc MARM 06-OA2 1/1 to 12/31/12
H83 UBS Real Estate Securities, Inc MARM 07-1 1/1 to 12/31/12
J83 UBS Real Estate Securities, Inc MALT 07-1 1/1 to 12/31/12
T83 UBS Real Estate Securities, Inc MAST 07-1 1/1 to 12/31/12
U83 UBS Real Estate Securities, Inc MALT 07-HF1 1/1 to 12/31/12
A83 UBS Real Estate Securities, Inc SMT 2007-1 1/1 to 12/31/12
G52 Opteum Financial Services, LLC OMAC 06-1 1/1 to 12/31/12
H52 Opteum Financial Services, LLC OMAC 06-2 1/1 to 12/31/12
J52 Opteum Financial Services, LLC BAFC 2006-H 1/1 to 12/31/12
K52 Opteum Financial Services, LLC CMLTI 06-FX1 1/1 to 12/31/12
P52 Opteum Financial Services, LLC CMLTI 07-OPX1 1/1 to 12/31/12
G43 Thornburg Mortgage Home Loans TMST 2007-3 1/1 to 12/31/12
(RBS Financial)
WF3 Lydian Bank/Wells Fargo GSR 2006 AR1 1/1 to 12/31/12
WF4 Lydian Bank/Wells Fargo GSR 2006 AR2 1/1 to 12/31/12
S06/T06 Morgan Stanley Private Bank, NA Sequoia Mortgage 1/1 to 12/31/12
Trust 2007-2
S06/T06 Morgan Stanley Private Bank, NA Sequoia Mortgage 1/1 to 12/31/12
Trust 2007-3
S06/T06 Morgan Stanley Private Bank, NA Sequoia Mortgage 1/1 to 12/31/12
Trust 2007-4
N06 Morgan Stanley Private Bank, NA MSM 2007-15AR 1/1 to 12/31/12
H06 Redwood Trust, Inc. SEMT 2012-1 1/1 to 12/31/12
K06 Redwood Trust, Inc. SEMT 2012-2 3/1 to 12/31/12
L06 Redwood Trust, Inc. SEMT 2012-3 6/1 to 12/31/12
Z06 Redwood Trust, Inc. SEMT 2012-4 9/1 to 12/31/12
Y06 Redwood Trust, Inc. SEMT 2012-5 10/1 to 12/31/12
RWO Redwood Trust, Inc. SEMT 2012-6 11/1 to 12/31/12
EX-33.2
(logo) FIRST REPUBLIC BANK
It's a priviledge to serve you
Management Assessment
Management of First Republic Bank (the Bank) is responsible for assessing
compliance with the applicable servicing criteria set forth in Item 1122(d) of
Regulation AB of the Securities and Exchange Commission relating to the
servicing of residential mortgage loans serviced for others (the Platform) as
of and for the year ended December 31, 2012, except for servicing criteria Item
1122(d)(1)(iii), 1122(d)(3)(i)(C), and Item 1122(d)(4)(xv), which the Bank has
determined are not applicable to the activities it performs with respect to the
Platform. Appendix A identifies the individual asset-backed transactions and
securities defined by management as constituting the Platform.
With respect to servicing criteria Item 1122(d)(4)(iv), 1122(d)(4)(xi), and
1122(d)(4)(xii), management has engaged various vendors to perform the
activities required by these servicing criteria. The Bank's management has
determined that none of these vendors is considered a "servicer" as defined in
Item 1101(j) of Regulation AB, and the Bank's management has elected to take
responsibility for assessing compliance with the servicing criteria applicable
to each vendor as permitted by Interpretation 17.06 of the SEC Division of
Corporation Finance Manual of Publicly Available Telephone Interpretations
("Interpretation 17.06"). Management has policies and procedures in place
designed to provide reasonable assurance that the vendors' activities comply in
all material respects with the servicing criteria applicable to each vendor. The
Bank's management is solely responsible for determining that it meets the SEC
requirements to apply Interpretation 17.06 for the vendors and related
criteria.
The Bank's management has assessed the Bank's compliance with the applicable
servicing criteria as of and for the year ended December 31, 2012. In making
this assessment, management used the criteria set forth by the Securities and
Exchange Commission in paragraph (d) of Item 1122 of Regulation AB, except for
the servicing criteria listed above, which the Bank has determined are not
applicable to the activities it performs.
Based on such assessment, management has concluded that, as of and for the year
ended December 31, 2012, the Bank has complied in all material respects with
the servicing criteria set forth in Item 1122(d) of Regulation AB of the
Securities and Exchange Commission relating to the servicing of the Platform.
KPMG LLP, a registered public accounting firm, has issued an attestation report
with respect to management's assessment of compliance with the applicable
servicing criteria as of and for the year ended December 31, 2012.
/s/ Willis H. Newton, Jr. Feb 26, 2013
Willis H. Newton Jr. Date
Executive Vice President and Chief Financial Officer
San Francisco Palo Alto Los Angeles Santa Barbara Newport Beach
San Diego Portland Boston Greenwich New York
111 PINE STREET, SAN FRANCISCO, CALIFORNIA 94111, TEL (415) 392-1400 OR (800)
392-1400, FAX (415) 392-1413
CONVENIENT INTERNET BANKING AT www.firstrepublic.com * MEMBER FDIC
(page)
/s/ Nancy Segreto 2-26-2013
Nancy Segreto Date
Senior Vice President, Lending Services
/s/ Tony Sachs 2-26-2013
Tony Sachs Date
Vice President, Lending Strategy, Products, and Sales
(page)
APPENDIX A
Investor # Investor Name Loan Count Balance
70 Intrepid LLLP 10 $7,994,983.10
120 Redwood Trust (Bear Stearns) 41 $37,883,732.22
122 Sequioa 2007-2 54 $59,087,187.83
123 SEMT 2007-3 14 $18,859,040.60
162 Citigroup Mortgage Loan Turst Series 2005-6 43 $25,911,492.79
163 SAMI II 2005-AR5 117 $120,160,081.38
164 MLCC 2005-3 52 $48,689,894.02
165 MLMI 2005-A10 39 $39,284,676.72
166 Redwood Residential Acquisition Corp 4 $3,633,378.93
167 Sequoia Mortgage Trust 2011-1 68 $67,482,607.62
168 Sequoia Mortgage Trust 2011-2 147 $113,988,859.58
169 Sequoia Mortgage Trust 2012-1 163 $168,721,787.16
171 Barclays Bank PLC 4 $6,582,000.00
172 SEMT 2012-2 135 $135,890,347.31
174 Sequoia Mortgage Trust 2012-3 103 $108,554,512.42
175 Harbor View 2003-2(formerly Greenwich) 23 $16,076,535.52
176 Harbur View 2004-1(formerly Greenwich) 46 $29,985,340.12
177 Harbor View 2004-5(formerly Greenwich) 9 $5,265,374.66
178 Harbor View 2006-6 1 $429,762.53
179 Harbor View 2007-5 7 $3,735,546.36
l80 MASTR 2003-5(formerly UBS Warburg) 4 $3,143,362.16
181 Sequoia Mortgage Trust 2012-5 78 $76,875,140.83
185 MASTI 2003-4 (formerly UBS Warburg) 17 $12,120,429.47
186 MASTR 2005-2 1 $12,839.67
191 CSFB 2004-5 3 $1,114,012.87
192 CSFB 2004-6 7 $1,561,012.61
193 CSFB 2004-7 1 $444,108.79
195 MLMI 2005-A1 44 $28,660,637.92
196 Merrill Lynch Bank 44 $35,856,761.51
197 MLCC 2006-2 80 $55,400,415.59
199 Sequoia Mortgage Trust 2012-4 69 $72,206,357.23
200 Sequoia Mortgage Trust 2012-6 38 $37,656,789.90
201 JP Morgan Mortgage Acq. Corp 436 $319,090,820.03
210 Washington Mutual (formerly Bank United of Texas) 1 $56,975.66
211 BANA 92 $115,503,384.77
215 Bank United N.A. 63 $69,123,491.03
216 North Valley Bank 27 $28,994,038.66
217 Signature Bank 20 $28,654,257.53
218 RBS Financial Products Inc 347 $330,566,850.56
227 Washington Mutual (formerly Bank United of Texas) 4 $301,855.33
243 Chase Mortgage Services, Inc 2 $255,984.46
244 Independent National Mortgage 1 $385,943.40
248 Washington Mutual Bank, Flow Sales (PNC) 3 . $826,426.21
250 CitiMortgage 9 $3,857,846.66
255 Thornburg Mortgage (WAMU Master Servicer) 1 $403,701.24
260 CitiMortgage 17 $3,317,122.15
312 Residential Funding 55 $26,217,993.01
313 BofA Funding 2011-SD1 2 $1,014,765.35
330 U.S. Bank 2 $307,651.05
355 Thornburg Mortgage (Wells Fargo Master Servicer) 871 $688,618,418.12
356 Thornburg 2008-1 5 $5,670,049.38
357 Everbank 47 $50,426,112.17
414 Federal Home Mortgage Loan Association 9 $704,505.33
415 FNMA MBS 9 $922,650.62
510 CitiMortgage 7 $1,147,231.86
515 Fannie Mae-Laser 4,017 $1,445,497,154.58
516 Bank of New Canaan 3 $4,673,224.00
614 Federal Home Loan Mortgage Association 1 $61,851.56
633 Chase Mortgage Services, Inc 3 $215,198.76
636 Bank United of Florida 1 $41,922.09
637 Bank of America 4 $403,913.94
720 2002-FRB2 REMIC 35 $23,978,140.69
730 2002-FRB1 REMIC 61 $42,313,140.10
740 200l-FRB1 REMIC 66 $52,205,351.83
750 Washington Mutual Bank 1 $477,378.21
760 2000-FRB1 REMIC 23 $9,480,511.69
770 Bear Stearns 15 $5,811,126.62
775 AAR BART 2003-5 (Bear Stearns) 40 $17,953,862.58
777 HVMLT 2006-13 1 $750,000.00
780 2000-FRB2 REMIC 37 $21,266,449.08
Total 7,804 $4,644,765,310.53
EX-33.3
(logo) PHH Mortgage
PHH
3000 Leadenhall Road
Mount Laurel, NJ 08054
David E. Tucker
President, PHH Mortgage Corporation
Tel: (856)917.6824
Fax: {856) 917.4278
dave.tucker@phh.com
www.phh.com
REPORT ON ASSESSMENT OF COMPLIANCE WITH REGULATION AB
SERVICING CRITERIA
PHH Mortgage Corporation (the "Asserting Party") is responsible for assessing
compliance as of December 31, 2012 and for the period from January 1, 2012
through December 31, 2012 (the "Reporting Period") with the servicing criteria
set forth in Section 229.1122(d) of the Code of Federal Regulations (the "CFR"),
except for criteria set forth in Section 229.1122(d)(3)(i)(c), (d)(4)(xv) and
(d)(1)(iii) of the CFR, which the Asserting Party has concluded are not
applicable to the servicing activities it performs with respect to the
transactions covered by this report (the "Applicable Servicing Criteria"). The
criteria set forth in Section 229.1122 (d)(2)(i), (d)(2)(ii), (d)(4)(iv),
(d)(4)(vii), (d)(4)(viii) and (d)(4)(xi) of the CFR are performed by outsource
providers on behalf of the Asserting Party; however, the Asserting Party has
monitored the outsourcing of these criteria and assumes responsibility for
compliance. The transactions covered by this report include all non-agency loan
sale agreements executed after January 1, 2006 as well as all re-securitization
transactions after January 1, 2006 for which the Assetiing Party served as
servicer (the "Platform").
The Asserting Party has assessed its compliance with the Servicing Criteria as
of December 31, 2012 and for the Reporting Period and has concluded that the
Asserting Party has complied, in all material respects, with the Applicable
Servicing Criteria with respect to the Platform taken as a whole except for as
discussed below:
Standard Description
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.
De1oitte & Touche, an independent registered public accounting firm, has
issued an attestation report on the assessment of compliance with the Servicing
Criteria for the Reporting Period as set forth in this assertion.
PHH Mortgage Corporation
Date: February 28, 2013
/s/ David E. Tucker
David E. Tucker
President
/s/ Martin L. Foster
Martin L. Foster
Senior Vice President - Loan Servicing
(logo) Sequoia Residential Funding, Inc.
March 28, 2013
We have been advised by PHH Mortgage Corporation that the one material
instance of noncompliance listed by PHH Mortgage Corporation on its Report on
Assessment of Compliance with Regulation AB Servicing Criteria for the January
1, 2012 through December 31, 2012 reporting period, having to do with
Regulation AB Item 1122(d)(4)(vii) (the "MINC"), did not involve assets for the
subject Sequoia transaction. Additionally, we have been advised that there were
no material impacts or effects on this Sequoia transaction as a result of the
MINC and that the MINC did not affect any payments or expected payments on the
asset-backed securities in this Sequoia transaction.
/s/ John H. Isbrandtsen
John H. Isbrandtsen, Chairman of the Board and Chief Executive Officer
(senior officer in charge of securitization of the depositor)
EX-33.4
(logo) REDWOOD RESIDENTIAL ACQUISITION
CORPORATION
ONE BELVEDERE PLACE, SUITE 300
PHONE: 415.389.7373
MILL VALLEY, CA 94941
FAX: 415.381.1773
ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA
Redwood Residential Acquisition Corporation (the "Asserting Party") provides
this assessment of compliance with respect to its performance of functions for
the Applicable Servicing Criteria, as defined below, in regards to the loans
selected in the Platform for the following Period from January 1, 2012 through
December 31, 2012.
Platform: all residential mortgage loans being serviced by Cenlar FSB pursuant
to the Flow Mortgage Loan Servicing Agreement, dated as of August 1, 2011,
between the Asserting Party and Cenlar FSB, as amended by Amendment No. 1
thereto, dated November 3, 2011, and as modified by the related Assignment,
Assumption and Recognition Agreements identified in Schedule 1 hereto (the
"Cenlar FSB Flow Servicing Agreement").
Period: as of December 31, 2012 and for the period from January 1, 2012 through
December 31, 2012.
Applicable Servicing Criteria: the servicing criterion which applies to the
functions performed by the Asserting Party is set forth in Section 229.1122 (d)
(2)(iii) of Regulation AB promulgated by the Securities and Exchange Commission
("Applicable Servicing Criteria"). With respect to the Applicable Servicing
Criteria, the Asserting Party performs the following limited function:
1. to fund by deposit or wire transfer amounts specified by Cenlar FSB in
electronic or facsimile transmissions to the Asserting Party as necessary to
make required advances of delinquent principal and interest payments under the
Cenlar FSB Flow Servicing Agreement.
With respect to the Platform, and with respect to the Period, the Asserting
Party provides the following assessment of its compliance in respect of the
Applicable Servicing Criteria (as defined above):
1. Management of the Asserting Party is responsible for assessing its compliance
with respect to the functions it performs for the Applicable Servicing Criteria.
2. Management of the Asserting Party has assessed its compliance with respect to
the functions it performs for the Applicable Servicing Criteria.
3. Based on such assessment, management of the Asserting Party concludes that,
for the Period, the Asserting Party has complied in all material respects with
the Applicable Servicing Criteria related to the servicing of the Platform taken
as a whole.
4. There are no instances of material non-compliance during the Period.
Grant Thornton LLP, an independent registered public accounting firm, has issued
an attestation report with respect to the Asserting Party's foregoing assessment
of compliance as of December 31, 2012 and for the period from January 1, 2012
through December 31, 2012.
Dated: March 11, 2013
Very truly yours,
REDWOOD RESIDENTIAL ACQUISITION
CORPORATION
/s/ Bill Moliski
Name: Bill Moliski
Title: Executive Vice President
(page)
Schedule 1
1. Assignment, Assumption and Recognition Agreement ("AAR") with respect to the
Cenlar FSB Flow Servicing Agreement dated as of January 27, 2012, as attached
to the Pooling and Servicing Agreement, dated as of January 1, 2012, by and
among Sequoia Residential Funding, Inc., as depositor, U.S. Bank National
Association, as trustee and Wells Fargo Bank, N.A., as master servicer and
securities administrator. Related asset-backed securities and transaction:
SEMT 2012-1.
2. AAR with respect to the Cenlar FSB Flow Servicing Agreement dated as of March
29, 2012, as attached to the Pooling and Servicing Agreement, dated as of
March 1, 2012, by and among Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, as trustee and Wells Fargo Bank, N.A., as
master servicer and securities administrator. Related asset-backed securities
and transaction: SEMT 2012-2.
3. AAR with respect to the Cenlar FSB Flow Servicing Agreement dated as of June
27, 2012, as attached to the Pooling and Servicing Agreement, dated as of
June 1, 2012, by and among Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as
trustee and Wells Fargo Bank, N.A., as master servicer and securities
administrator. Related asset-backed securities and transaction: SEMT 2012-3.
4. AAR with respect to the Cenlar FSB Flow Servicing Agreement dated as of
September 21, 2012, as attached to the Pooling and Servicing Agreement, dated
as of September 1, 2012, by and among Sequoia Residential Funding, Inc., as
depositor, Christiana Trust, a division of Wilmington Savings Fund Society,
FSB, as trustee and Wells Fargo Bank, N.A., as master servicer and securities
administrator. Related asset-backed securities and transaction: SEMT 2012-4.
5. AAR with respect to the Cenlar FSB Flow Servicing Agreement dated as of
October 30, 2012, as attached to the Pooling and Servicing Agreement, dated
as of October 1, 2012, by and among Sequoia Residential Funding, Inc., as
depositor, Christiana Trust, a division of Wilmington Savings Fund Society,
FSB, as trustee and Wells Fargo Bank, N.A., as master servicer and securities
administrator. Related asset-backed securities and transaction: SEMT 2012-5.
6. AAR with respect to the Cenlar FSB Flow Servicing Agreement dated as of
November 30, 2012, as attached to the Pooling and Servicing Agreement, dated
as of November 1, 2012, by and among Sequoia Residential Funding, Inc., as
depositor, Christiana Trust, a division of Wilmington Savings Fund Society,
FSB, as trustee and Wells Fargo Bank, N.A., as master servicer and securities
administrator. Related asset-backed securities and transaction: SEMT 2012-6.
EX-33.5
(logo) WELLS FARGO
Wells Fargo Bank, N.A.
Document Custody
1015 10th Avenue Southeast
Minneapolis, MN 55414
ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA
Management of the Document Custody Section of the Corporate Trust Services
division of Wells Fargo Bank, National Association (the "Company") is
responsible for assessing compliance with the servicing criteria set forth in
Item 1122(d) of Regulation AB of the Securities and Exchange Commission.
Management has determined that the servicing criteria are applicable in regard
to the servicing platform for the period as follows:
Platform:
Publicly-issued (i.e., transaction-level reporting required under the
Securities Exchange Act of 1934, as amended) residential mortgage-backed
securities and commercial mortgage-backed securities issued on or after January
1, 2006 for which the Company provides document custody services, excluding any
such securities issued by any agency or instrumentality of the U.S. government
(other than the Federal Deposit Insurance Company) or any government sponsored
entity (the "Platform").
Period: As of and for the twelve months ended December 31, 2012 (the "Period").
Applicable Servicing Criteria:
The servicing criteria set forth in Item 1122(d)(1)(iv), 1122(d)(4)(i) and
1122(d)(4)(ii), in regard to the activities performed by the Company with
respect to the Platform (the "Applicable Servicing Criteria"). Management of
the Company has determined that all other servicing criteria set forth in Item
1122(d) are not applicable to the Platform.
With respect to the Platform and the Period, the Company's management provides
the following assertion of compliance with respect to the Applicable Servicing
Criteria:
1. The Company's management is responsible for assessing the Company compliance
with the Applicable Servicing Criteria.
2. The Company management has assessed the Company compliance with the
Applicable Servicing Criteria. In performing this assessment, management used
the criteria set forth by the Securities and Exchange Commission in paragraph
(d) of Item 1122 of Regulation AB.
3. Based on such assessment as of and for the Period, the Company has complied,
in all material respects with the Applicable Servicing Criteria.
KPMG LLP, an independent registered public accounting firm, has issued an
attestation report with respect to management's assertion of compliance with the
Applicable Servicing Criteria as of and for the Period.
WELLS FARGO BANK, National Association
By: /s/ Shari Gillund
Shari L. Gillund
Title: Senior Vice President
Dated: February 15, 2013
Wells Fargo Bank, N.A.
EX-33.6
(logo) WELLS FARGO
Brian W. Bartlett
Executive Vice President
and Business Manager
Corporate Trust Services
MAC R1204-010
9062 Old Annapolis Road
Columbia, MD 21045
Tel: 410 884-2087
Fax: 443 367-2894
brian.bartlett@wellsfargo.com
ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA
Corporate Trust Services division of Wells Fargo Bank, National Association
(the "Company") is responsible for assessing compliance with the applicable
servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities
and Exchange Commission. The Company has determined that the servicing criteria
are applicable in regards to the servicing platform for the period as follows:
Platform: Publicly-issued (i.e., transaction-level reporting initially required
under the Securities Exchange Act of 1934, as amended) and certain
privately-issued (i.e., for which transaction-level reporting is required
pursuant to contractual obligation) residential mortgage-backed securities,
commercial mortgage-backed securities and other asset-backed securities, for
which the Company provides master servicing, trustee, securities administration
or paying agent services, excluding any such securities issued by any agency or
instrumentality of the U.S. government (other than the Federal Deposit
Insurance Company) or any government sponsored entity, and further excluding
the transactions issued prior to 2006 for which Wells Fargo outsources all
material servicing activities (as defined by Regulation AB) (the "Platform").
Applicable Servicing Criteria: All servicing criteria set forth in Item
1122(d), to the extent required in the related transaction agreements, or
required by the Item 1122(d) servicing criteria in regards to the
activities performed by the Company, except for the following criteria:
1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii),
1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and
1122(d)(4)(xiii), which Management has determined are not applicable to the
activities the Company performs with respect to the Platform ("the Applicable
Servicing Criteria").
Period: As of and for the twelve months ended December 31, 2012 (the "Period").
Third parties classified as vendors: With respect to servicing criterion
1122(d)(4)(i), the Company has engaged a vendor to handle certain Uniform
Commercial Code filing functions required by the servicing criterion. The
Company has determined that this vendor is not considered a "servicer" as
defined in Item 1101(j) of Regulation AB, and the Company elects to take
responsibility for assessing compliance with the portion of the servicing
criterion applicable to this vendor as permitted by Interpretation 17.06 of the
SEC Division of Corporation Finance Manual of Publicly Available Telephone
Interpretations ("Interpretation 17.06"). The Company has policies and
procedures in place to provide reasonable assurance that the vendor's
activities comply in all material respects with the servicing criterion
applicable to the vendor. The Company is solely responsible for determining
that it meets the SEC requirements to apply Interpretation 17.06 for the vendor
and related criterion.
With respect to the Platform and the Period, the Company provides the following
assessment of compliance with respect to the Applicable Servicing Criteria:
1. The Company is responsible for assessing its compliance with the Applicable
Servicing Criteria.
2. The Company has assessed compliance with the Applicable Servicing Criteria,
including the servicing criterion for which compliance is determined based on
Interpretation 17.06 as described above. In performing this assessment,
management used the criteria set forth by the Securities and Exchange
Commission in paragraph (d) of Item 1122 of Regulation AB.
3. Based on such assessment, the Company has complied, in all material respects
with the Applicable Servicing Criteria, except as described in Schedule A
hereto.
4. Schedule B hereto includes Management's discussion of the exceptions noted in
Schedule A, including remediation efforts taken by the Company.
KPMG LLP, an independent registered public accounting firm, has issued an
attestation report on the Company's compliance with the Applicable Servicing
Criteria for the Period.
WELLS FARGO BANK, National Association
By: /s/ Brian Bartlett
Brian Bartlett
Title: Executive Vice President
Dated: February 28,2013
Wells Fargo Bank, N.A.
(logo) Together we'll go far
(page)
Schedule A
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.
Schedule B
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
EX-34.1
(logo) KPMG
KPMG LLP
New Jersey Headquarters
51 John F. Kennedy Parkway
Short Hills, NJ 07078-2702
Report of Independent Registered Public Accounting Firm
The Board of Directors
Cenlar FSB:
We have examined management's assessment, included in the accompanying
Management Assessment, that Cenlar FSB (the Company) complied with the
servicing criteria set forth in Item 1122(d) of the Securities and Exchange
Commission's Regulation AB for residential mortgage loans (the Platform),
except for servicing criteria 1122 (d)(1)(iii) Backup Servicer, as of and for
the year ended December 31, 2012. This criterion is not applicable to the
Company because the Company does not perform activities with respect to the
Platform relating to this criterion. Appendix A to Management's Assessment
identifies the individual asset-backed transactions and securities defined by
management as constituting the Platform. Management is responsible for the
Company's compliance with the servicing criteria. Our responsibility is to
express an opinion on management's assessment about the Company's compliance
based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the Company processed those selected transactions and performed those
selected activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
As described in the accompanying Management Assessment, for servicing criteria
1122 (d)(4)(xi) and 1122 (d)(2)(vi), the Company has engaged various vendors
to perform some of the activities required by these servicing criteria. The
Company has determined that none of these vendors is considered a "servicer" as
defined in Item 1101(j) of Regulation AB, and the Company has elected to take
responsibility for assessing compliance with the servicing criteria applicable
to each vendor as permitted by Interpretation 17.06 of the SEC Division of
Corporation Finance Manual of Publicly Available Telephone Interpretations
("Interpretation 17.06"). As permitted by Interpretation 17.06, the Company has
asserted that it has policies and procedures in place designed to provide
reasonable assurance that the vendors' activities comply in all material
respects with the servicing criteria applicable to each vendor. The Company is
solely responsible for determining that it meets the SEC requirements to apply
Interpretation 17.06 for the vendors and the related criteria as described in
its assertion, and we performed no procedures with respect to the Company's
eligibility to apply Interpretation 17.06.
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
("KPMG International") a Swiss entity.
(page)
(logo) KPMG
In our opinion, management's assessment that the Company complied with the
aforementioned servicing criteria, including servicing criteria 1122 (d)(4)(xi)
and 1122 (d)(2)(vi) for which compliance is determined based on Interpretation
17.06 as described above, as of and for the year ended December 31, 2012 is
fairly stated, in all material respects.
/s/ KPMG LLP
Short Hills, New Jersey
March 7, 2013
2
EX-34.2
(logo) KPMG
KPMG LLP
Suite 1400
55 Second Street
San Francisco, CA 94105
Report of Independent Registered Public Accounting Firm
The Board of Directors
First Republic Bank:
We have examined management's assessment, included in the accompanying
Management Assessment, that First Republic Bank (the Bank) complied with the
servicing criteria set forth in Item 1122(d) of the Securities and Exchange
Commission's Regulation AB for residential mortgage loans serviced for others
(the Platform), except for the servicing criteria 1122(d)(1)(iii),
1122(d)(3)(i)(C), and 1122(d)(4)(xv), which the Bank has determined are not
applicable to the activities it performs with respect to the Platform, as of
and for the year ended December 31, 2012. Appendix A to the Management
Assessment identifies the individual asset-backed transactions and securities
defined by management as constituting the Platform. Management is responsible
for the Bank's compliance with the servicing criteria. Our responsibility is to
express an opinion on management's assessment about the Bank's compliance based
on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Bank's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the Bank processed those selected transactions and performed those
selected activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Bank during the period covered by this report. Our procedures
were not designed to determine whether errors may have occurred either prior to
or subsequent to our tests that may have affected the balances or amounts
calculated or reported by the Bank during the period covered by this report for
the selected transactions or any other transactions. We believe that our
examination provides a reasonable basis for our opinion. Our examination does
not provide a legal determination on the Bank's compliance with the servicing
criteria.
As described in the accompanying Management's Assessment, for servicing criteria
1122(d)(4)(iv), 1122(d)(4)(xi), and 1122(d)(4)(xii), the Bank has engaged
certain vendors to perform the activities required by these servicing criteria.
The Bank has determined that none of these vendors are deemed to be "servicers"
as defined in Item 1101(j) of Regulation AB, and the Bank has elected to take
responsibility for assessing compliance with the servicing criteria applicable
to these vendors as permitted by Interpretation 17.06 of the SEC Division of
Corporation Finance Manual of Publicly Available Telephone Interpretations
(Interpretation 17.06). As permitted by Interpretation 17.06, the Bank has
asserted that it has policies and procedures in place designed to provide
reasonable assurance that the vendors' activities comply in all material
respects with the servicing criteria applicable to each vendor. The Bank is
solely responsible for determining that it meets the SEC requirements to apply
Interpretation 17.06 for the vendors and related criteria as described in its
assertion, and we performed no procedures with respect to the Bank's
eligibility to apply Interpretation 17.06.
In our opinion, management's assessment that the Bank complied with the
aforementioned servicing criteria, including 1122(d)(4)(iv), 1122(d)(4)(xi),
and 1122(d)(4)(xii) for which compliance is determined
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
("KPMG International"), a Swiss entity.
(page)
(logo) KPMG
based on Interpretation 17.06 as described above, as of and for the year ended
December 31, 2012 is fairly stated, in all material respects.
/s/ KPMG LLP
San Francisco, California
February 26, 2013
EX-34.3
(logo) Deloitte
Deloitte & Touche LLP
1700 Market Street
Philadelphia, Pennsylvania 19103-3984
USA
Tel: (215) 246-2300
Fax: {215) 569-2441
www.us.deloitte.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
PHH Mortgage Corporation
Mt. Laurel, NJ 08054
We have examined PHH Mortgage Corporation's (the "Company's") compliance with
the servicing criteria set forth in Item 1122(d) of the Securities and Exchange
Commission's Regulation AB for the Loan Platform (the "Platform") described in
the accompanying Management's Report on Assessment of Compliance with SEC
Regulation AB Servicing Criteria ("Management's Assertion") as of and for the
year ended December 31,2012, excluding criteria 1122 (d)(3)(i)(c), (d)(4)(xv),
and (d)(1)(iii), which management has determined are not applicable to the
activities performed by the Company with respect to the Platform. Management is
responsible for the Company's compliance with the servicing criteria. Our
responsibility is to express an opinion on the Company's compliance with the
servicing criteria based on our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants, as
adopted by the Public Company Accounting Oversight Board (United States), and,
accordingly, included examining, on a test basis, evidence about the Company's
compliance with the applicable servicing criteria, including tests on a sample
basis of the servicing activities related to the Platform, determining whether
the Company performed those selected activities in compliance with the
servicing criteria during the specified period, and performing such other
procedures as we considered necessary in the circumstances. Our procedures were
limited to selected servicing activities performed by the Company during the
period covered by this report and, accordingly, such samples may not have
included servicing activities related to each asset-backed transaction included
in the Platform. Further, an examination is not designed to detect
noncompliance arising from errors that may have occurred prior to the period
specified above that may have affected the balances or amounts calculated or
reported by the Company during the period covered by this report. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
As described in management's assertion, for servicing criteria 1122(d)(2)(i),
1122(d)(2)(ii), 1122(d)(4)(iv), 1122(d)(4)(vii), 1122(d)(4)(viii), and
1122(d)(4)(xi), the Company has engaged a vendor to perform certain activities
required by these servicing criteria. The Company has determined that this
vendor is not considered a "servicer" as defined in Item 1101(j) of Regulation
AB, and the Company has elected to take responsibility for assessing compliance
with the servicing criteria applicable to this vendor as permitted by
Interpretation 17.06 of the SEC Division of Corporation Finance Manual of
Publicly Available Telephone Interpretations (Interpretation 17.06). As
permitted by Interpretation 17.06, the Company has asserted that it has
policies and procedures in place designed to provide reasonable assurance that
the vendor's activities comply in all material respects with the servicing
criteria applicable to this vendor. The Company is solely responsible for
determining that it meets the SEC requirements to apply Interpretation 17.06
for
(page)
the vendor and related criteria as described in its assertion, and we
performed no procedures with respect to the Company's determination of its
eligibility to use Interpretation 17.06.
Our examination disclosed the following instance of material noncompliance with
criteria applicable to the Company during the year ended December 31, 2012:
Standard Description
1122(d)(4)(vii) During the year ended December 31, 2012, it was determined
certain foreclosure proceedings were not concluded in
accordance with the published Fannie Mae foreclosure
timelines.
In our opinion, except for the material noncompliance described in the
preceding paragraph, the Company complied, in all material respects, with the
aforementioned applicable servicing criteria for PHH Mortgage Corporation's
Regulation AB Platform as of and for the year ended December 31, 2012.
/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
February 28, 2013
EX-34.4
(logo) Grant Thornton
Audit * Tax * Advisory
Grant Thornton LLP
18400 Von Karman Avenue, Suite 900
Irvine, CA 92612-0525
T 949.553.1600
F 949.553.0168
www.GrantThornton.com
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
Redwood Residential Acquisition Corporation
We have examined management's assertion, included in the accompanying
Assessment of Compliance with Applicable Servicing Criteria ("Management's
Report"), that Redwood Residential Acquisition Corporation (the "Company")
complied with the servicing criteria set forth in Item 1122(d) of the U.S.
Securities and Exchange Commission's Regulation AB for the servicing of the
Residential Mortgage Loans Platform (the "Platform") as of and for the year
ended December 31, 2012, excluding criteria 1122(d)(1)(i)-(iv),
1122(d)(2)(i)-(ii), 1122(d)(2)(iv)-(vii), 1122(d)(3)(i)-(iv),
1122(d)(4)(i)-(xv), which management has determined are not applicable to the
activities performed by the Company with respect to the Platform. The Platform
consists of the asset-backed transactions and securities defined by management
in Schedule I of Management's Report. Management is responsible for the
Company's compliance with the applicable servicing criteria. Our responsibility
is to express an opinion on management's assertion about the Company's
compliance with the applicable servicing criteria for the Platform based on our
examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
applicable servicing criteria for the Platform and performing such other
procedures as we considered necessary in the circumstances. Our examination
included testing selected asset-backed transactions and securities constituting
the Platform and evaluating whether the Company performed servicing activities
related to those transactions and securities in compliance with the applicable
servicing criteria for the period covered by this report. Accordingly, our
testing may not have included servicing activities related to each asset-backed
transaction or security constituting the Platform. Further, our examination was
not designed to detect material noncompliance that may have occurred prior to
the period covered by this report and that may have affected the Company's
servicing activities during the period covered by this report. We believe that
our examination provides a reasonable basis for our opinion. Our examination
does not provide a legal determination on the Company's compliance with the
applicable servicing criteria.
In our opinion, management's assertion that Redwood Residential Acquisition
Corporation complied with the aforementioned applicable servicing criteria as
of and for the year ended December 31, 2012 for the Residential Mortgage Loans
Platform is fairly stated, in a11 material respects.
/s/ Grant Thornton LLP
Irvine, California
March 11, 2013
Grant Thornton LLP
U.S. member firm of Grant Thornton International Ltd
EX-34.5
(logo) KPMG
KPMG LLP
Aon Center
Suite 5500
200 East Randolph Drive
Chicago, IL 60601-6436
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank, National Association:
We have examined the management's assessment, included in the accompanying
Assessment of Compliance with the Applicable Servicing Criteria, that the
Document Custody Section of the Corporate Trust Services division of Wells
Fargo Bank, National Association (the Company) complied with the servicing
criteria set forth in Item 1122(d) of the Securities and Exchange Commission's
Regulation AB for publicly-issued (i.e., transaction-level reporting initially
required under the Securities Exchange Act of 1934, as amended) residential
mortgage-backed securities and commercial mortgage-backed securities issued on
or after January 1, 2006 for which the Company provides document custody
services, excluding any such securities issued by any agency or instrumentality
of the U.S. government (other than the Federal Deposit Insurance Company) or
any government sponsored entity (the Platform), as of and for the twelve months
ended December 31, 2012. Management has determined that servicing criteria
1122(d)(1)(iv), 1122(d)(4)(i) and 1122(d)(4)(ii) are applicable to the
activities it performs with respect to the Platform, and that all other
servicing criteria set forth in Item 1122(d) are not applicable to the document
custody services provided by the Company with respect to the Platform.
Management is responsible for the Company's compliance with the servicing
criteria. Our responsibility is to express an opinion on management's assessment
about the Company's compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the Company processed those selected transactions and performed those
selected activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
("KPMG International"), a Swiss entity.
(page)
(logo) KPMG
In our opinion, management's assessment that the Company complied with the
aforementioned servicing criteria, as of and for the twelve months ended
December 31, 2012 is fairly stated, in all material respects.
/s/ KPMG LLP
Chicago, Illinois
February 15, 2013
EX-34.6
(logo) KPMG
KPMG LLP
Aon Center
Suite 5500
200 East Randolph Drive
Chicago, IL 60601-6436
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank, National Association:
We have examined the Corporate Trust Services division of Wells Fargo Bank,
National Association's (the Company) compliance with the servicing criteria set
forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB
for publicly-issued (i.e., transaction-level reporting initially required under
the Securities Exchange Act of 1934, as amended) and certain privately-issued
(i.e., for which transaction-level reporting is required pursuant to contractual
obligation) residential mortgage-backed securities, commercial mortgage-backed
securities and other asset-backed securities for which the Company provides
master servicing, trustee, securities administration and/or paying agent
services, excluding any such securities issued by an agency or instrumentality
of the U.S. government (other than the Federal Deposit Insurance Corporation)
or any government sponsored entity, and further excluding the transactions
issued prior to 2006 for which Wells Fargo outsources all material servicing
activities (as defined by Regulation AB) (the Platform), except for servicing
criteria 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii),
1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and
1122(d)(4)(xiii), which the Company has determined are not applicable to the
activities it performs with respect to the Platform, as of and for the twelve
months ended December 31, 2012. Management is responsible for the Company's
compliance with the servicing criteria. Our responsibility is to express an
opinion on the Company's compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the Company processed those selected transactions and performed those
selected activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
As described in management's Assessment of Compliance With the Applicable
Servicing Criteria, for servicing criterion 1122(d)(4)(i), the Company has
engaged a vendor to perform the activities required by this servicing
criterion. The Company has determined that this vendor is not considered a
"servicer" as defined in Item 1101(j) of Regulation AB, and the Company has
elected to take responsibility for assessing compliance with the servicing
criterion applicable to this vendor as permitted by Interpretation 17.06 of the
SEC Division of Corporation Finance Manual of Publicly Available Telephone
Interpretations ("Interpretation 17.06"). As permitted by Interpretation 17.06,
the Company has asserted that it has
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
("KPMG International"), a Swiss entity.
(page)
policies and procedures in place designed to provide reasonable assurance that
the vendor's activities comply in all material respects with the servicing
criterion applicable to the vendor. The Company is solely responsible for
determining that it meets the SEC requirements to apply Interpretation 17.06
for the vendor and related criterion as described in management's Assessment of
Compliance With the Applicable Servicing Criteria, and we performed no
procedures with respect to the Company's eligibility to apply Interpretation
17.06.
Our examination disclosed the following material noncompliance with servicing
criteria 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as applicable to the Company
during the twelve months ended December 31, 2012:
* 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.
In our opinion, except for the material noncompliance described above, the
Company complied with the aforementioned servicing criteria, including
servicing criterion 1122(d)(4)(i) for which compliance is determined based on
Interpretation 17.06 as described above, as of and for the twelve months ended
December 31, 2012, in all material respects.
We do not express an opinion or any form of assurance on Management's
Discussion on Material Instances of Noncompliance by the Company included in
Schedule B of management's Assessment of Compliance with the Applicable
Servicing Criteria.
/s/ KPMG LLP
Chicago, Illinois
February 28, 2013
EX-35.1
(logo) CENLAR
CENTRAL LOAN ADMINISTRATION & REPORTING
SERVICER COMPLIANCE STATEMENT (ITEM 1123)
Cenlar FSB
The undersigned, a duly authorized officer of Cenlar FSB, as servicer (the
"Servicer") pursuant to the applicable servicing agreements governing the
securities listed on Exhibit A, does hereby certify that:
1. A review of the Servicer's activities during the calendar year 2012 (the
"Reporting Period") and of the Servicer's performance under the applicable
servicing agreement has been made under my supervision.
2. To the best of my knowledge, based on such review, the Servicer has fulfilled
all of its obligations under the applicable servicing agreement in all material
respects throughout the Reporting Period.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this
28th day of February 2013.
/s/ Michael Blair
Name: Michael Blair
Title: Senior Vice President
Exhibit A
Securities Covered in Cenlar FSB's Servicer Compliance Statement 1123:
Redwood Trust, Inc.
Investor Issuer Security *Period Subserviced by Cenlar FSB
HO6 Redwood Trust, Inc. SEMT 2012-1 1/1 to 12/31/12
K06 Redwood Trust, Inc. SEMT 2012-2 3/1 to 12/31/12
L06 Redwood Trust, Inc. SEMT 2012-3 6/1 to 12/31/12
Z06 Redwood Trust, Inc. SEMT 2012-4 9/1 to 12/31/12
Y06 Redwood Trust, Inc. SEMT 2012-5 10/1 to 12/31/12
RW0 Redwood Trust, Inc. SEMT 2012-6 11/1 to 12/31/12
EX-35.2
(logo) FIRST REPUBLIC BANK
It's a privilege to serve you
Feb 28, 2013
Servicer Compliance Statement
For SEMT 2012-2 (see Schedule A)
(i) a review of the Servicer's activities during the reporting period from
January 1, 2012 through December 31, 2012 and of its performance under the
Agreement (each of the agreement and the Reconstitution Agreement as defined
on Schedule A attached hereto) from the above referenced trust during such
period has been made under such officer's supervision, and
(ii) to the best of such officers' knowledge, based on such review, the
Servicer has fulfilled all of its obligations under this Agreement and any
applicable Reconstitution Agreement in all material respects throughout such
reporting period (or applicable portion thereof) or, if there has been a
failure to fulfill any such obligation in any material respect, specifically
identifying each such failure known to such officer and the nature and the
status thereof.
First Republic Bank
/s/ Lionel Antunes
Lionel Antunes
Vice President of Residential Lending
February 28, 2013
SCHEDULE A
1. Flow Mortgage Loan Sale and Servicing Agreement dated as of July 1, 2010,
between Redwood Residential Acquisition Corporation and First Republic Bank, as
modified by Reconstitution Agreement dated March 29, 2012
San Francisco Palo Alto Los Angeles Santa Barbara Newport Beach San Diego
Portland Boston Greenwich New York
111 PINE STREET, SAN FRANCISCO, CALIFORNIA 94111, TEL (415) 392-1400 OR
(800) 392-1400, FAX (415) 392-1413
CONVENIENT INTERNET BANKING AT www.firstrepublic.com * MEMBER FDIC
EX-35.3
PHH Mortgage
(logo) PHH
2001 Bishops Gate Blvd
Mount Laurel, NJ 08054
February 28, 2013
Re: Annual Compliance Statement
Attention: Servicer Compliance Team, Stephanie White
Address: 9062 Old Annapolis Road
MAC X2302-033N2702-011
Columbia, MD 21045
Deal Name: Sequoia 2012-2
PHH Investor code: R97
Agreement: Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as
of July 21, 2010 between Redwood Residential Acquisition Corporate
and PHH Mortgage Corporation as modified by the Assignment Assumption
and Recognition Agreement dated March 29, 2012
Dear Sir and/or Madame:
This statement of compliance is being provided in accordance with Item 1123 of
Regulation AB. The Undersigned hereby states that:
1. I am an authorized officer of PHH Mortgage Corporation (the "Servicer");
2. A review of the Servicer's activities during the period from January 1, 2012
through December 31, 2012 (the "Reporting Period") and its performance under
the Agreement has been made under my supervision; and
3. To the best of my knowledge, based on such review, the Servicer has fulfilled
all of its obligations under the Agreement in all material respects
throughout the Reporting Period.
By: /s/ Greg Bronczyk
Name: Greg Bronczyk
Title: Vice President
(logo) EQUAL HOUSING LENDER
EX-35.4
(logo) REDWOOD RESIDENTIAL ACQUISITION
CORPORATION
ONE BELVEDERE PLACE, SUITE 300
PHONE: 415.389.7373
MILL VALLEY, CA 94941
FAX: 415.381.1773
March 1, 2013
TO ALL PARTIES LISTED ON SCHEDULE A
ATTACHED HERETO:
Re: Annual Statement of Compliance by the Servicing Administrator;
Item 1123 Certificate;
Sequoia Mortgage Trusts 2012-1, -2, -3, -4, -5 and -6
The undersigned, a duly authorized officer of Redwood Residential Acquisition
Corporation (the "Servicing Administrator"), hereby certifies as follows for
the calendar year 2012:
(A) a review of the Servicing Administrator's activities during the preceding
calendar year ended December 31, 2012, and its performance under the Flow
Mortgage Loan Servicing Agreement, dated as of August 1, 2011, between the
Servicing Administrator and Cenlar FSB, as amended by Amendment No. 1 to the
Flow Mortgage Loan Servicing Agreement, dated November 3, 2011, and as modified
by the related Acknowledgement (the "Cenlar FSB Flow Servicing Agreement")
and the respective Pooling and Servicing Agreements, has been made under such
officer's supervision; and
(B) to the best of such officer's knowledge, based on such review, the
Servicing Administrator has fulfilled all its obligations under the Cenlar FSB
Flow Servicing Agreement and the respective Pooling and Servicing Agreements,
in all material respects throughout such calendar year ended December 31, 2012.
Very truly yours,
REDWOOD RESIDENTIAL ACQUISITION CORPORATION,
Servicing Administrator
/s/ William J. Moliski
Name: William J. Moliski
Title: Executive Vice President
(page)
SCHEDULE A
Sequoia Residential Funding, Inc.
One Belvedere Place
Suite 330
Mill Valley, CA 94941
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045-1951
U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, MN 55107
Attn: Structured Finance ? Sequoia (SEMT 2012-1 and -2)
Christiana Trust, a division of Wilmington Savings Fund Society FSB
500 Delaware Avenue, 11th Floor
Wilmington, DE 19801
Attention: Corporate Trust ? (SEMT 2012-3, -4, -5 and -6)
EX-35.5
(logo) WELLS FARGO
Corporate Trust Services
MAC R1204-010
9062 Old Annapolis Road
Columbia, MD 21045
Tel: 410 884 2000
Fax: 410 715 2380
Sequoia Residential Funding, Inc.
One Belvedere Place, Suite 330
Mill Valley, California 94941
RE: Annual Statement as to Compliance
The undersigned, a duly authorized officer of Wells Fargo Bank, N.A. ("Wells
Fargo"), hereby certifies as follows for the calendar year 2012:
(a) a review of Wells Fargo's activities as assigned and agreed to under the
servicing agreement(s) listed on Schedule A hereto (the "Servicing
Agreement(s)") and its performance under the Servicing Agreements has been made under my supervision; and
(b) to the best of my knowledge, based on such review Wells Fargo has fulfilled
all of its obligations under the Servicing Agreement(s) in all material
respects throughout the reporting period, except as noted in Schedule B.
March 1, 2013
/s/ Julie Eichler
JULIE EICHLER
Vice President
Wells Fargo Bank, N.A.
(logo) Together we'll go far
(page)
(logo) WELLS FARGO
Corporate Trust Services
MAC R1204-010
9062 Old Annapolis Road
Columbia, MD 21045
Tel: 410 884 2000
Fax: 410 715 2380
To: Sequoia Residential Funding, Inc.
Schedule A
List of Servicing Agreement(s) and Series
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2011-1 Mortgage
Pass-Through Certificates,Series 2011-1, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2011-2 Mortgage
Pass-Through Certificates,Series 2011-2, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-1 Mortgage
Pass-Through Certificates,Series 2012-1, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-2 Mortgage
Pass-Through Certificates,Series 2012-2, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-3 Mortgage
Pass-Through Certificates,Series 2012-3, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-5 Mortgage
Pass-Through Certificates,Series 2012-5, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-6 MortgagePass-
Through Certificates,Series 2012-6, Wells Fargo Bank, N.A. as Master Servicer
and Securities Administrator, as applicable.
Wells Fargo Bank, N.A.
(page)
(logo) WELLS FARGO
Corporate Trust Services
MAC R1204-010
9062 Old Annapolis Road
Columbia, MD 21045
Tel: 410 884 2000
Fax: 410 715 2380
To: Sequoia Residential Funding, Inc.
Schedule B
Material Instances of Non-Compliance
No instances to report
Wells Fargo Bank, N.A.
Exhibit E
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 2
(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: 333-179292-02
Sequoia Mortgage Trust 2012-3
(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 38-3875746
(State or other jurisdiction of 38-3875747
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/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.
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. Barclays Capital Inc., the
underwriter, is an affiliate of Barclays Bank PLC, from which the depositor
purchased some of the mortgage loans as to which First Republic Bank is the
originator. 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.
Also, Christiana Trust, a division of Wilmington Savings Fund Society, FSB
("Christiana"), 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 Christiana in the chart below; nor does this 10-K filing include
any assessment or auditor report from Christiana. 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.
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.
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 33.3.
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.
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.
Wells Fargo Bank
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 exhibit 33.6.
There were no 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.
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 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: October __, 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
EX-31 Rule 13a-14(d)/15d-14(d) Certification.
I, John Isbrandtsen, certify that:
1.I have reviewed this report on Form 10-K/A and all reports on Form 10-D
required to be filed in respect of the period covered by this report on
Form 10-K/A of Sequoia Mortgage Trust 2012-3 (the "Exchange Act periodic
reports");
2.Based on my knowledge, the Exchange Act periodic reports, taken as a
whole, do not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.Based on my knowledge, all of the distribution, servicing and other
information required to be provided under Form 10-D for the period
covered by this report is included in the Exchange Act periodic reports;
4.Based on my knowledge and the servicer compliance statements required
in this report under Item 1123 of Regulation AB, and except as
disclosed in the Exchange Act periodic reports, the servicers have
fulfilled their obligations under the servicing agreements in all
material respects; and
5.All of the reports on assessment of compliance with servicing criteria
for asset-backed securities and their related attestation reports on
assessment of compliance with servicing criteria for asset-backed
securities required to be included in this report in accordance with
Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18
have been included as an exhibit to this report, except as otherwise
disclosed in this report. Any material instances of noncompliance
described in such reports have been disclosed in this report on Form
10-K/A.
In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties:
Cenlar, FSB as Servicer, First Republic Bank as Servicer, PHH Mortgage
Corporation as Servicer, Wells Fargo Bank, N.A. as Custodian and Wells
Fargo Bank, N.A. as Master Servicer and Securities Administrator.
Dated: October __, 2013
/s/ John Isbrandtsen
Signature
Chairman of the Board and Chief Executive Officer
(senior officer in charge of securitization of the depositor)
EX-33.1
(logo)CENLAR FSB
CENTRAL LOAN ADMINISTRATION & REPORTING
7 Graphics Drive, Suite 212 * Ewing, NJ 08628
609-883-3900 Ext. 3288 * Fax: 609-538-4006 * E-mail: gtornquist@cenlar.com
GREGORY S. TORNQUIST
President &. Chief Executive Officer
Management Assessment
The Board of Directors
Cenlar FSB:
Management of Cenlar FSB (the Company) is responsible for assessing compliance
with the applicable servicing criteria set forth in Item 1122(d) of Regulation
AB of the Securities and Exchange Commission relating to the servicing of
residential mortgage loans (the Platform), except for servicing criteria
1122(d)(1)(iii) Backup Servicer, as of and for the year ended December 31, 2012.
This criteria is not applicable to the Company because the Company does not
perform activities with respect to the Platform relating to this criteria. With
respect to servicing criteria 1122(d)(4)(xi) and 1122(d)(2)(vi), management has
engaged various vendors to perform the activities required by these servicing
criteria. The Company's management has determined that none of these vendors is
considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the
Company's management has elected to take responsibility for assessing compliance
with the servicing criteria applicable to each vendor as permitted by
Interpretation 17.06 of the SEC Division of Corporation Finance Manual of
Publicly Available Telephone Interpretations ("Interpretation 17.06").
Management has policies and procedures in place designed to provide reasonable
assurance that the vendors' activities comply in all material respects with the
servicing criteria applicable to each vendor. The Company's management is solely
responsible for determining that it meets the SEC requirements to apply
Interpretation 17.06 for the vendors and related criteria. Appendix A identifies
the individual asset-backed transactions and securities defined by management as
constituting the Platform.
The Company's management has assessed the Company's compliance with the
applicable servicing criteria as of and for the year ended December 31, 2012. In
making this assessment, management used the criteria set forth by the Securities
and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.
Based on such assessment, management has concluded that, as of and for the year
ended December 31, 2012, the Company has complied, in all material respects with
the servicing criteria, except for the servicing criteria 1122 (d)(1)(iii)
Backup Servicer, set forth in Item 1122(d) of Regulation AB of the Securities
and Exchange Commission relating to the servicing of the Platform.
Mailing Address: Cenlar FSB * 425 Phillips Boulevard * Ewing. NJ 08618
(page)
Cenlar FSB
February 28, 2013
Page 2 of 2
KPMG LLP, an independent registered public accounting firm, has issued an
attestation report with respect to management's assessment of compliance with
the applicable servicing criteria as of and for the year ended December 31,2012.
/s/ Gregory S. Tornquist
Gregory S. Tornquist
President & Chief Executive Officer
/s/ Stephen W. Gozdan /s/ Jeanne M. Bader
Stephen W. Gozdan Jeanne M. Bader
Chief Financial Officer Director of Loan Administration
February 28, 2013
(page)
Appendix A
Securities Covered in Cenlar FSB's REG AB Attestation: Wells Fargo Bank, N.A.
Investor Security * Period
Subserviced by
Cenlar FSB
A54 New York Mortgage Company NYMC 06-1 1/1 to 12/31/12
H96 UBS Real Estate Securities, Inc MASTR 06-OA1 1/1 to 12/31/12
D96 UBS Real Estate Securities, Inc MARM 06-OA2 1/1 to 12/31/12
H83 UBS Real Estate Securities, Inc MARM 07-1 1/1 to 12/31/12
J83 UBS Real Estate Securities, Inc MALT 07-1 1/1 to 12/31/12
T83 UBS Real Estate Securities, Inc MAST 07-1 1/1 to 12/31/12
U83 UBS Real Estate Securities, Inc MALT 07-HF1 1/1 to 12/31/12
A83 UBS Real Estate Securities, Inc SMT 2007-1 1/1 to 12/31/12
G52 Opteum Financial Services, LLC OMAC 06-1 1/1 to 12/31/12
H52 Opteum Financial Services, LLC OMAC 06-2 1/1 to 12/31/12
J52 Opteum Financial Services, LLC BAFC 2006-H 1/1 to 12/31/12
K52 Opteum Financial Services, LLC CMLTI 06-FX1 1/1 to 12/31/12
P52 Opteum Financial Services, LLC CMLTI 07-OPX1 1/1 to 12/31/12
G43 Thornburg Mortgage Home Loans TMST 2007-3 1/1 to 12/31/12
(RBS Financial)
WF3 Lydian Bank/Wells Fargo GSR 2006 AR1 1/1 to 12/31/12
WF4 Lydian Bank/Wells Fargo GSR 2006 AR2 1/1 to 12/31/12
S06/T06 Morgan Stanley Private Bank, NA Sequoia Mortgage 1/1 to 12/31/12
Trust 2007-2
S06/T06 Morgan Stanley Private Bank, NA Sequoia Mortgage 1/1 to 12/31/12
Trust 2007-3
S06/T06 Morgan Stanley Private Bank, NA Sequoia Mortgage 1/1 to 12/31/12
Trust 2007-4
N06 Morgan Stanley Private Bank, NA MSM 2007-15AR 1/1 to 12/31/12
H06 Redwood Trust, Inc. SEMT 2012-1 1/1 to 12/31/12
K06 Redwood Trust, Inc. SEMT 2012-2 3/1 to 12/31/12
L06 Redwood Trust, Inc. SEMT 2012-3 6/1 to 12/31/12
Z06 Redwood Trust, Inc. SEMT 2012-4 9/1 to 12/31/12
Y06 Redwood Trust, Inc. SEMT 2012-5 10/1 to 12/31/12
RWO Redwood Trust, Inc. SEMT 2012-6 11/1 to 12/31/12
EX-33.2
(logo) FIRST REPUBLIC BANK
It's a priviledge to serve you
Management Assessment
Management of First Republic Bank (the Bank) is responsible for assessing
compliance with the applicable servicing criteria set forth in Item 1122(d) of
Regulation AB of the Securities and Exchange Commission relating to the
servicing of residential mortgage loans serviced for others (the Platform) as
of and for the year ended December 31, 2012, except for servicing criteria Item
1122(d)(1)(iii), 1122(d)(3)(i)(C), and Item 1122(d)(4)(xv), which the Bank has
determined are not applicable to the activities it performs with respect to the
Platform. Appendix A identifies the individual asset-backed transactions and
securities defined by management as constituting the Platform.
With respect to servicing criteria Item 1122(d)(4)(iv), 1122(d)(4)(xi), and
1122(d)(4)(xii), management has engaged various vendors to perform the
activities required by these servicing criteria. The Bank's management has
determined that none of these vendors is considered a "servicer" as defined in
Item 1101(j) of Regulation AB, and the Bank's management has elected to take
responsibility for assessing compliance with the servicing criteria applicable
to each vendor as permitted by Interpretation 17.06 of the SEC Division of
Corporation Finance Manual of Publicly Available Telephone Interpretations
("Interpretation 17.06"). Management has policies and procedures in place
designed to provide reasonable assurance that the vendors' activities comply in
all material respects with the servicing criteria applicable to each vendor. The
Bank's management is solely responsible for determining that it meets the SEC
requirements to apply Interpretation 17.06 for the vendors and related
criteria.
The Bank's management has assessed the Bank's compliance with the applicable
servicing criteria as of and for the year ended December 31, 2012. In making
this assessment, management used the criteria set forth by the Securities and
Exchange Commission in paragraph (d) of Item 1122 of Regulation AB, except for
the servicing criteria listed above, which the Bank has determined are not
applicable to the activities it performs.
Based on such assessment, management has concluded that, as of and for the year
ended December 31, 2012, the Bank has complied in all material respects with
the servicing criteria set forth in Item 1122(d) of Regulation AB of the
Securities and Exchange Commission relating to the servicing of the Platform.
KPMG LLP, a registered public accounting firm, has issued an attestation report
with respect to management's assessment of compliance with the applicable
servicing criteria as of and for the year ended December 31, 2012.
/s/ Willis H. Newton, Jr. Feb 26, 2013
Willis H. Newton Jr. Date
Executive Vice President and Chief Financial Officer
San Francisco Palo Alto Los Angeles Santa Barbara Newport Beach
San Diego Portland Boston Greenwich New York
111 PINE STREET, SAN FRANCISCO, CALIFORNIA 94111, TEL (415) 392-1400 OR (800)
392-1400, FAX (415) 392-1413
CONVENIENT INTERNET BANKING AT www.firstrepublic.com * MEMBER FDIC
(page)
/s/ Nancy Segreto 2-26-2013
Nancy Segreto Date
Senior Vice President, Lending Services
/s/ Tony Sachs 2-26-2013
Tony Sachs Date
Vice President, Lending Strategy, Products, and Sales
(page)
APPENDIX A
Investor # Investor Name Loan Count Balance
70 Intrepid LLLP 10 $7,994,983.10
120 Redwood Trust (Bear Stearns) 41 $37,883,732.22
122 Sequioa 2007-2 54 $59,087,187.83
123 SEMT 2007-3 14 $18,859,040.60
162 Citigroup Mortgage Loan Turst Series 2005-6 43 $25,911,492.79
163 SAMI II 2005-AR5 117 $120,160,081.38
164 MLCC 2005-3 52 $48,689,894.02
165 MLMI 2005-A10 39 $39,284,676.72
166 Redwood Residential Acquisition Corp 4 $3,633,378.93
167 Sequoia Mortgage Trust 2011-1 68 $67,482,607.62
168 Sequoia Mortgage Trust 2011-2 147 $113,988,859.58
169 Sequoia Mortgage Trust 2012-1 163 $168,721,787.16
171 Barclays Bank PLC 4 $6,582,000.00
172 SEMT 2012-2 135 $135,890,347.31
174 Sequoia Mortgage Trust 2012-3 103 $108,554,512.42
175 Harbor View 2003-2(formerly Greenwich) 23 $16,076,535.52
176 Harbur View 2004-1(formerly Greenwich) 46 $29,985,340.12
177 Harbor View 2004-5(formerly Greenwich) 9 $5,265,374.66
178 Harbor View 2006-6 1 $429,762.53
179 Harbor View 2007-5 7 $3,735,546.36
l80 MASTR 2003-5(formerly UBS Warburg) 4 $3,143,362.16
181 Sequoia Mortgage Trust 2012-5 78 $76,875,140.83
185 MASTI 2003-4 (formerly UBS Warburg) 17 $12,120,429.47
186 MASTR 2005-2 1 $12,839.67
191 CSFB 2004-5 3 $1,114,012.87
192 CSFB 2004-6 7 $1,561,012.61
193 CSFB 2004-7 1 $444,108.79
195 MLMI 2005-A1 44 $28,660,637.92
196 Merrill Lynch Bank 44 $35,856,761.51
197 MLCC 2006-2 80 $55,400,415.59
199 Sequoia Mortgage Trust 2012-4 69 $72,206,357.23
200 Sequoia Mortgage Trust 2012-6 38 $37,656,789.90
201 JP Morgan Mortgage Acq. Corp 436 $319,090,820.03
210 Washington Mutual (formerly Bank United of Texas) 1 $56,975.66
211 BANA 92 $115,503,384.77
215 Bank United N.A. 63 $69,123,491.03
216 North Valley Bank 27 $28,994,038.66
217 Signature Bank 20 $28,654,257.53
218 RBS Financial Products Inc 347 $330,566,850.56
227 Washington Mutual (formerly Bank United of Texas) 4 $301,855.33
243 Chase Mortgage Services, Inc 2 $255,984.46
244 Independent National Mortgage 1 $385,943.40
248 Washington Mutual Bank, Flow Sales (PNC) 3 . $826,426.21
250 CitiMortgage 9 $3,857,846.66
255 Thornburg Mortgage (WAMU Master Servicer) 1 $403,701.24
260 CitiMortgage 17 $3,317,122.15
312 Residential Funding 55 $26,217,993.01
313 BofA Funding 2011-SD1 2 $1,014,765.35
330 U.S. Bank 2 $307,651.05
355 Thornburg Mortgage (Wells Fargo Master Servicer) 871 $688,618,418.12
356 Thornburg 2008-1 5 $5,670,049.38
357 Everbank 47 $50,426,112.17
414 Federal Home Mortgage Loan Association 9 $704,505.33
415 FNMA MBS 9 $922,650.62
510 CitiMortgage 7 $1,147,231.86
515 Fannie Mae-Laser 4,017 $1,445,497,154.58
516 Bank of New Canaan 3 $4,673,224.00
614 Federal Home Loan Mortgage Association 1 $61,851.56
633 Chase Mortgage Services, Inc 3 $215,198.76
636 Bank United of Florida 1 $41,922.09
637 Bank of America 4 $403,913.94
720 2002-FRB2 REMIC 35 $23,978,140.69
730 2002-FRB1 REMIC 61 $42,313,140.10
740 200l-FRB1 REMIC 66 $52,205,351.83
750 Washington Mutual Bank 1 $477,378.21
760 2000-FRB1 REMIC 23 $9,480,511.69
770 Bear Stearns 15 $5,811,126.62
775 AAR BART 2003-5 (Bear Stearns) 40 $17,953,862.58
777 HVMLT 2006-13 1 $750,000.00
780 2000-FRB2 REMIC 37 $21,266,449.08
Total 7,804 $4,644,765,310.53
EX-33.3
(logo) PHH Mortgage
PHH
3000 Leadenhall Road
Mount Laurel, NJ 08054
David E. Tucker
President, PHH Mortgage Corporation
Tel: (856)917.6824
Fax: {856) 917.4278
dave.tucker@phh.com
www.phh.com
REPORT ON ASSESSMENT OF COMPLIANCE WITH REGULATION AB
SERVICING CRITERIA
PHH Mortgage Corporation (the "Asserting Party") is responsible for assessing
compliance as of December 31, 2012 and for the period from January 1, 2012
through December 31, 2012 (the "Reporting Period") with the servicing criteria
set forth in Section 229.1122(d) of the Code of Federal Regulations (the "CFR"),
except for criteria set forth in Section 229.1122(d)(3)(i)(c), (d)(4)(xv) and
(d)(1)(iii) of the CFR, which the Asserting Party has concluded are not
applicable to the servicing activities it performs with respect to the
transactions covered by this report (the "Applicable Servicing Criteria"). The
criteria set forth in Section 229.1122 (d)(2)(i), (d)(2)(ii), (d)(4)(iv),
(d)(4)(vii), (d)(4)(viii) and (d)(4)(xi) of the CFR are performed by outsource
providers on behalf of the Asserting Party; however, the Asserting Party has
monitored the outsourcing of these criteria and assumes responsibility for
compliance. The transactions covered by this report include all non-agency loan
sale agreements executed after January 1, 2006 as well as all re-securitization
transactions after January 1, 2006 for which the Assetiing Party served as
servicer (the "Platform").
The Asserting Party has assessed its compliance with the Servicing Criteria as
of December 31, 2012 and for the Reporting Period and has concluded that the
Asserting Party has complied, in all material respects, with the Applicable
Servicing Criteria with respect to the Platform taken as a whole except for as
discussed below:
Standard Description
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.
De1oitte & Touche, an independent registered public accounting firm, has
issued an attestation report on the assessment of compliance with the Servicing
Criteria for the Reporting Period as set forth in this assertion.
PHH Mortgage Corporation
Date: February 28, 2013
/s/ David E. Tucker
David E. Tucker
President
/s/ Martin L. Foster
Martin L. Foster
Senior Vice President - Loan Servicing
(logo) Sequoia Residential Funding, Inc.
March 28, 2013
We have been advised by PHH Mortgage Corporation that the one material
instance of noncompliance listed by PHH Mortgage Corporation on its Report on
Assessment of Compliance with Regulation AB Servicing Criteria for the January
1, 2012 through December 31, 2012 reporting period, having to do with
Regulation AB Item 1122(d)(4)(vii) (the "MINC"), did not involve assets for the
subject Sequoia transaction. Additionally, we have been advised that there were
no material impacts or effects on this Sequoia transaction as a result of the
MINC and that the MINC did not affect any payments or expected payments on the
asset-backed securities in this Sequoia transaction.
/s/ John H. Isbrandtsen
John H. Isbrandtsen, Chairman of the Board and Chief Executive Officer
(senior officer in charge of securitization of the depositor)
EX-33.4
(logo) REDWOOD RESIDENTIAL ACQUISITION
CORPORATION
ONE BELVEDERE PLACE, SUITE 300
PHONE: 415.389.7373
MILL VALLEY, CA 94941
FAX: 415.381.1773
ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA
Redwood Residential Acquisition Corporation (the "Asserting Party") provides
this assessment of compliance with respect to its performance of functions for
the Applicable Servicing Criteria, as defined below, in regards to the loans
selected in the Platform for the following Period from January 1, 2012 through
December 31, 2012.
Platform: all residential mortgage loans being serviced by Cenlar FSB pursuant
to the Flow Mortgage Loan Servicing Agreement, dated as of August 1, 2011,
between the Asserting Party and Cenlar FSB, as amended by Amendment No. 1
thereto, dated November 3, 2011, and as modified by the related Assignment,
Assumption and Recognition Agreements identified in Schedule 1 hereto (the
"Cenlar FSB Flow Servicing Agreement").
Period: as of December 31, 2012 and for the period from January 1, 2012 through
December 31, 2012.
Applicable Servicing Criteria: the servicing criterion which applies to the
functions performed by the Asserting Party is set forth in Section 229.1122 (d)
(2)(iii) of Regulation AB promulgated by the Securities and Exchange Commission
("Applicable Servicing Criteria"). With respect to the Applicable Servicing
Criteria, the Asserting Party performs the following limited function:
1. to fund by deposit or wire transfer amounts specified by Cenlar FSB in
electronic or facsimile transmissions to the Asserting Party as necessary to
make required advances of delinquent principal and interest payments under the
Cenlar FSB Flow Servicing Agreement.
With respect to the Platform, and with respect to the Period, the Asserting
Party provides the following assessment of its compliance in respect of the
Applicable Servicing Criteria (as defined above):
1. Management of the Asserting Party is responsible for assessing its compliance
with respect to the functions it performs for the Applicable Servicing Criteria.
2. Management of the Asserting Party has assessed its compliance with respect to
the functions it performs for the Applicable Servicing Criteria.
3. Based on such assessment, management of the Asserting Party concludes that,
for the Period, the Asserting Party has complied in all material respects with
the Applicable Servicing Criteria related to the servicing of the Platform taken
as a whole.
4. There are no instances of material non-compliance during the Period.
Grant Thornton LLP, an independent registered public accounting firm, has issued
an attestation report with respect to the Asserting Party's foregoing assessment
of compliance as of December 31, 2012 and for the period from January 1, 2012
through December 31, 2012.
Dated: March 11, 2013
Very truly yours,
REDWOOD RESIDENTIAL ACQUISITION
CORPORATION
/s/ Bill Moliski
Name: Bill Moliski
Title: Executive Vice President
(page)
Schedule 1
1. Assignment, Assumption and Recognition Agreement ("AAR") with respect to the
Cenlar FSB Flow Servicing Agreement dated as of January 27, 2012, as attached
to the Pooling and Servicing Agreement, dated as of January 1, 2012, by and
among Sequoia Residential Funding, Inc., as depositor, U.S. Bank National
Association, as trustee and Wells Fargo Bank, N.A., as master servicer and
securities administrator. Related asset-backed securities and transaction:
SEMT 2012-1.
2. AAR with respect to the Cenlar FSB Flow Servicing Agreement dated as of March
29, 2012, as attached to the Pooling and Servicing Agreement, dated as of
March 1, 2012, by and among Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, as trustee and Wells Fargo Bank, N.A., as
master servicer and securities administrator. Related asset-backed securities
and transaction: SEMT 2012-2.
3. AAR with respect to the Cenlar FSB Flow Servicing Agreement dated as of June
27, 2012, as attached to the Pooling and Servicing Agreement, dated as of
June 1, 2012, by and among Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as
trustee and Wells Fargo Bank, N.A., as master servicer and securities
administrator. Related asset-backed securities and transaction: SEMT 2012-3.
4. AAR with respect to the Cenlar FSB Flow Servicing Agreement dated as of
September 21, 2012, as attached to the Pooling and Servicing Agreement, dated
as of September 1, 2012, by and among Sequoia Residential Funding, Inc., as
depositor, Christiana Trust, a division of Wilmington Savings Fund Society,
FSB, as trustee and Wells Fargo Bank, N.A., as master servicer and securities
administrator. Related asset-backed securities and transaction: SEMT 2012-4.
5. AAR with respect to the Cenlar FSB Flow Servicing Agreement dated as of
October 30, 2012, as attached to the Pooling and Servicing Agreement, dated
as of October 1, 2012, by and among Sequoia Residential Funding, Inc., as
depositor, Christiana Trust, a division of Wilmington Savings Fund Society,
FSB, as trustee and Wells Fargo Bank, N.A., as master servicer and securities
administrator. Related asset-backed securities and transaction: SEMT 2012-5.
6. AAR with respect to the Cenlar FSB Flow Servicing Agreement dated as of
November 30, 2012, as attached to the Pooling and Servicing Agreement, dated
as of November 1, 2012, by and among Sequoia Residential Funding, Inc., as
depositor, Christiana Trust, a division of Wilmington Savings Fund Society,
FSB, as trustee and Wells Fargo Bank, N.A., as master servicer and securities
administrator. Related asset-backed securities and transaction: SEMT 2012-6.
EX-33.5
(logo) WELLS FARGO
Wells Fargo Bank, N.A.
Document Custody
1015 10th Avenue Southeast
Minneapolis, MN 55414
ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA
Management of the Document Custody Section of the Corporate Trust Services
division of Wells Fargo Bank, National Association (the "Company") is
responsible for assessing compliance with the servicing criteria set forth in
Item 1122(d) of Regulation AB of the Securities and Exchange Commission.
Management has determined that the servicing criteria are applicable in regard
to the servicing platform for the period as follows:
Platform:
Publicly-issued (i.e., transaction-level reporting required under the
Securities Exchange Act of 1934, as amended) residential mortgage-backed
securities and commercial mortgage-backed securities issued on or after January
1, 2006 for which the Company provides document custody services, excluding any
such securities issued by any agency or instrumentality of the U.S. government
(other than the Federal Deposit Insurance Company) or any government sponsored
entity (the "Platform").
Period: As of and for the twelve months ended December 31, 2012 (the "Period").
Applicable Servicing Criteria:
The servicing criteria set forth in Item 1122(d)(1)(iv), 1122(d)(4)(i) and
1122(d)(4)(ii), in regard to the activities performed by the Company with
respect to the Platform (the "Applicable Servicing Criteria"). Management of
the Company has determined that all other servicing criteria set forth in Item
1122(d) are not applicable to the Platform.
With respect to the Platform and the Period, the Company's management provides
the following assertion of compliance with respect to the Applicable Servicing
Criteria:
1. The Company's management is responsible for assessing the Company compliance
with the Applicable Servicing Criteria.
2. The Company management has assessed the Company compliance with the
Applicable Servicing Criteria. In performing this assessment, management used
the criteria set forth by the Securities and Exchange Commission in paragraph
(d) of Item 1122 of Regulation AB.
3. Based on such assessment as of and for the Period, the Company has complied,
in all material respects with the Applicable Servicing Criteria.
KPMG LLP, an independent registered public accounting firm, has issued an
attestation report with respect to management's assertion of compliance with the
Applicable Servicing Criteria as of and for the Period.
WELLS FARGO BANK, National Association
By: /s/ Shari Gillund
Shari L. Gillund
Title: Senior Vice President
Dated: February 15, 2013
Wells Fargo Bank, N.A.
EX-33.6
(logo) WELLS FARGO
Brian W. Bartlett
Executive Vice President
and Business Manager
Corporate Trust Services
MAC R1204-010
9062 Old Annapolis Road
Columbia, MD 21045
Tel: 410 884-2087
Fax: 443 367-2894
brian.bartlett@wellsfargo.com
ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA
Corporate Trust Services division of Wells Fargo Bank, National Association
(the "Company") is responsible for assessing compliance with the applicable
servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities
and Exchange Commission. The Company has determined that the servicing criteria
are applicable in regards to the servicing platform for the period as follows:
Platform: Publicly-issued (i.e., transaction-level reporting initially required
under the Securities Exchange Act of 1934, as amended) and certain
privately-issued (i.e., for which transaction-level reporting is required
pursuant to contractual obligation) residential mortgage-backed securities,
commercial mortgage-backed securities and other asset-backed securities, for
which the Company provides master servicing, trustee, securities administration
or paying agent services, excluding any such securities issued by any agency or
instrumentality of the U.S. government (other than the Federal Deposit
Insurance Company) or any government sponsored entity, and further excluding
the transactions issued prior to 2006 for which Wells Fargo outsources all
material servicing activities (as defined by Regulation AB) (the "Platform").
Applicable Servicing Criteria: All servicing criteria set forth in Item
1122(d), to the extent required in the related transaction agreements, or
required by the Item 1122(d) servicing criteria in regards to the
activities performed by the Company, except for the following criteria:
1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii),
1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and
1122(d)(4)(xiii), which Management has determined are not applicable to the
activities the Company performs with respect to the Platform ("the Applicable
Servicing Criteria").
Period: As of and for the twelve months ended December 31, 2012 (the "Period").
Third parties classified as vendors: With respect to servicing criterion
1122(d)(4)(i), the Company has engaged a vendor to handle certain Uniform
Commercial Code filing functions required by the servicing criterion. The
Company has determined that this vendor is not considered a "servicer" as
defined in Item 1101(j) of Regulation AB, and the Company elects to take
responsibility for assessing compliance with the portion of the servicing
criterion applicable to this vendor as permitted by Interpretation 17.06 of the
SEC Division of Corporation Finance Manual of Publicly Available Telephone
Interpretations ("Interpretation 17.06"). The Company has policies and
procedures in place to provide reasonable assurance that the vendor's
activities comply in all material respects with the servicing criterion
applicable to the vendor. The Company is solely responsible for determining
that it meets the SEC requirements to apply Interpretation 17.06 for the vendor
and related criterion.
With respect to the Platform and the Period, the Company provides the following
assessment of compliance with respect to the Applicable Servicing Criteria:
1. The Company is responsible for assessing its compliance with the Applicable
Servicing Criteria.
2. The Company has assessed compliance with the Applicable Servicing Criteria,
including the servicing criterion for which compliance is determined based on
Interpretation 17.06 as described above. In performing this assessment,
management used the criteria set forth by the Securities and Exchange
Commission in paragraph (d) of Item 1122 of Regulation AB.
3. Based on such assessment, the Company has complied, in all material respects
with the Applicable Servicing Criteria, except as described in Schedule A
hereto.
4. Schedule B hereto includes Management's discussion of the exceptions noted in
Schedule A, including remediation efforts taken by the Company.
KPMG LLP, an independent registered public accounting firm, has issued an
attestation report on the Company's compliance with the Applicable Servicing
Criteria for the Period.
WELLS FARGO BANK, National Association
By: /s/ Brian Bartlett
Brian Bartlett
Title: Executive Vice President
Dated: February 28,2013
Wells Fargo Bank, N.A.
(logo) Together we'll go far
(page)
Schedule A
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.
Schedule B
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
EX-34.1
(logo) KPMG
KPMG LLP
New Jersey Headquarters
51 John F. Kennedy Parkway
Short Hills, NJ 07078-2702
Report of Independent Registered Public Accounting Firm
The Board of Directors
Cenlar FSB:
We have examined management's assessment, included in the accompanying
Management Assessment, that Cenlar FSB (the Company) complied with the
servicing criteria set forth in Item 1122(d) of the Securities and Exchange
Commission's Regulation AB for residential mortgage loans (the Platform),
except for servicing criteria 1122 (d)(1)(iii) Backup Servicer, as of and for
the year ended December 31, 2012. This criterion is not applicable to the
Company because the Company does not perform activities with respect to the
Platform relating to this criterion. Appendix A to Management's Assessment
identifies the individual asset-backed transactions and securities defined by
management as constituting the Platform. Management is responsible for the
Company's compliance with the servicing criteria. Our responsibility is to
express an opinion on management's assessment about the Company's compliance
based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the Company processed those selected transactions and performed those
selected activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
As described in the accompanying Management Assessment, for servicing criteria
1122 (d)(4)(xi) and 1122 (d)(2)(vi), the Company has engaged various vendors
to perform some of the activities required by these servicing criteria. The
Company has determined that none of these vendors is considered a "servicer" as
defined in Item 1101(j) of Regulation AB, and the Company has elected to take
responsibility for assessing compliance with the servicing criteria applicable
to each vendor as permitted by Interpretation 17.06 of the SEC Division of
Corporation Finance Manual of Publicly Available Telephone Interpretations
("Interpretation 17.06"). As permitted by Interpretation 17.06, the Company has
asserted that it has policies and procedures in place designed to provide
reasonable assurance that the vendors' activities comply in all material
respects with the servicing criteria applicable to each vendor. The Company is
solely responsible for determining that it meets the SEC requirements to apply
Interpretation 17.06 for the vendors and the related criteria as described in
its assertion, and we performed no procedures with respect to the Company's
eligibility to apply Interpretation 17.06.
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
("KPMG International") a Swiss entity.
(page)
(logo) KPMG
In our opinion, management's assessment that the Company complied with the
aforementioned servicing criteria, including servicing criteria 1122 (d)(4)(xi)
and 1122 (d)(2)(vi) for which compliance is determined based on Interpretation
17.06 as described above, as of and for the year ended December 31, 2012 is
fairly stated, in all material respects.
/s/ KPMG LLP
Short Hills, New Jersey
March 7, 2013
2
EX-34.2
(logo) KPMG
KPMG LLP
Suite 1400
55 Second Street
San Francisco, CA 94105
Report of Independent Registered Public Accounting Firm
The Board of Directors
First Republic Bank:
We have examined management's assessment, included in the accompanying
Management Assessment, that First Republic Bank (the Bank) complied with the
servicing criteria set forth in Item 1122(d) of the Securities and Exchange
Commission's Regulation AB for residential mortgage loans serviced for others
(the Platform), except for the servicing criteria 1122(d)(1)(iii),
1122(d)(3)(i)(C), and 1122(d)(4)(xv), which the Bank has determined are not
applicable to the activities it performs with respect to the Platform, as of
and for the year ended December 31, 2012. Appendix A to the Management
Assessment identifies the individual asset-backed transactions and securities
defined by management as constituting the Platform. Management is responsible
for the Bank's compliance with the servicing criteria. Our responsibility is to
express an opinion on management's assessment about the Bank's compliance based
on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Bank's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the Bank processed those selected transactions and performed those
selected activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Bank during the period covered by this report. Our procedures
were not designed to determine whether errors may have occurred either prior to
or subsequent to our tests that may have affected the balances or amounts
calculated or reported by the Bank during the period covered by this report for
the selected transactions or any other transactions. We believe that our
examination provides a reasonable basis for our opinion. Our examination does
not provide a legal determination on the Bank's compliance with the servicing
criteria.
As described in the accompanying Management's Assessment, for servicing criteria
1122(d)(4)(iv), 1122(d)(4)(xi), and 1122(d)(4)(xii), the Bank has engaged
certain vendors to perform the activities required by these servicing criteria.
The Bank has determined that none of these vendors are deemed to be "servicers"
as defined in Item 1101(j) of Regulation AB, and the Bank has elected to take
responsibility for assessing compliance with the servicing criteria applicable
to these vendors as permitted by Interpretation 17.06 of the SEC Division of
Corporation Finance Manual of Publicly Available Telephone Interpretations
(Interpretation 17.06). As permitted by Interpretation 17.06, the Bank has
asserted that it has policies and procedures in place designed to provide
reasonable assurance that the vendors' activities comply in all material
respects with the servicing criteria applicable to each vendor. The Bank is
solely responsible for determining that it meets the SEC requirements to apply
Interpretation 17.06 for the vendors and related criteria as described in its
assertion, and we performed no procedures with respect to the Bank's
eligibility to apply Interpretation 17.06.
In our opinion, management's assessment that the Bank complied with the
aforementioned servicing criteria, including 1122(d)(4)(iv), 1122(d)(4)(xi),
and 1122(d)(4)(xii) for which compliance is determined
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
("KPMG International"), a Swiss entity.
(page)
(logo) KPMG
based on Interpretation 17.06 as described above, as of and for the year ended
December 31, 2012 is fairly stated, in all material respects.
/s/ KPMG LLP
San Francisco, California
February 26, 2013
EX-34.3
(logo) Deloitte
Deloitte & Touche LLP
1700 Market Street
Philadelphia, Pennsylvania 19103-3984
USA
Tel: (215) 246-2300
Fax: {215) 569-2441
www.us.deloitte.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
PHH Mortgage Corporation
Mt. Laurel, NJ 08054
We have examined PHH Mortgage Corporation's (the "Company's") compliance with
the servicing criteria set forth in Item 1122(d) of the Securities and Exchange
Commission's Regulation AB for the Loan Platform (the "Platform") described in
the accompanying Management's Report on Assessment of Compliance with SEC
Regulation AB Servicing Criteria ("Management's Assertion") as of and for the
year ended December 31,2012, excluding criteria 1122 (d)(3)(i)(c), (d)(4)(xv),
and (d)(1)(iii), which management has determined are not applicable to the
activities performed by the Company with respect to the Platform. Management is
responsible for the Company's compliance with the servicing criteria. Our
responsibility is to express an opinion on the Company's compliance with the
servicing criteria based on our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants, as
adopted by the Public Company Accounting Oversight Board (United States), and,
accordingly, included examining, on a test basis, evidence about the Company's
compliance with the applicable servicing criteria, including tests on a sample
basis of the servicing activities related to the Platform, determining whether
the Company performed those selected activities in compliance with the
servicing criteria during the specified period, and performing such other
procedures as we considered necessary in the circumstances. Our procedures were
limited to selected servicing activities performed by the Company during the
period covered by this report and, accordingly, such samples may not have
included servicing activities related to each asset-backed transaction included
in the Platform. Further, an examination is not designed to detect
noncompliance arising from errors that may have occurred prior to the period
specified above that may have affected the balances or amounts calculated or
reported by the Company during the period covered by this report. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
As described in management's assertion, for servicing criteria 1122(d)(2)(i),
1122(d)(2)(ii), 1122(d)(4)(iv), 1122(d)(4)(vii), 1122(d)(4)(viii), and
1122(d)(4)(xi), the Company has engaged a vendor to perform certain activities
required by these servicing criteria. The Company has determined that this
vendor is not considered a "servicer" as defined in Item 1101(j) of Regulation
AB, and the Company has elected to take responsibility for assessing compliance
with the servicing criteria applicable to this vendor as permitted by
Interpretation 17.06 of the SEC Division of Corporation Finance Manual of
Publicly Available Telephone Interpretations (Interpretation 17.06). As
permitted by Interpretation 17.06, the Company has asserted that it has
policies and procedures in place designed to provide reasonable assurance that
the vendor's activities comply in all material respects with the servicing
criteria applicable to this vendor. The Company is solely responsible for
determining that it meets the SEC requirements to apply Interpretation 17.06
for
(page)
the vendor and related criteria as described in its assertion, and we
performed no procedures with respect to the Company's determination of its
eligibility to use Interpretation 17.06.
Our examination disclosed the following instance of material noncompliance with
criteria applicable to the Company during the year ended December 31, 2012:
Standard Description
1122(d)(4)(vii) During the year ended December 31, 2012, it was determined
certain foreclosure proceedings were not concluded in
accordance with the published Fannie Mae foreclosure
timelines.
In our opinion, except for the material noncompliance described in the
preceding paragraph, the Company complied, in all material respects, with the
aforementioned applicable servicing criteria for PHH Mortgage Corporation's
Regulation AB Platform as of and for the year ended December 31, 2012.
/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
February 28, 2013
EX-34.4
(logo) Grant Thornton
Audit * Tax * Advisory
Grant Thornton LLP
18400 Von Karman Avenue, Suite 900
Irvine, CA 92612-0525
T 949.553.1600
F 949.553.0168
www.GrantThornton.com
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
Redwood Residential Acquisition Corporation
We have examined management's assertion, included in the accompanying
Assessment of Compliance with Applicable Servicing Criteria ("Management's
Report"), that Redwood Residential Acquisition Corporation (the "Company")
complied with the servicing criteria set forth in Item 1122(d) of the U.S.
Securities and Exchange Commission's Regulation AB for the servicing of the
Residential Mortgage Loans Platform (the "Platform") as of and for the year
ended December 31, 2012, excluding criteria 1122(d)(1)(i)-(iv),
1122(d)(2)(i)-(ii), 1122(d)(2)(iv)-(vii), 1122(d)(3)(i)-(iv),
1122(d)(4)(i)-(xv), which management has determined are not applicable to the
activities performed by the Company with respect to the Platform. The Platform
consists of the asset-backed transactions and securities defined by management
in Schedule I of Management's Report. Management is responsible for the
Company's compliance with the applicable servicing criteria. Our responsibility
is to express an opinion on management's assertion about the Company's
compliance with the applicable servicing criteria for the Platform based on our
examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
applicable servicing criteria for the Platform and performing such other
procedures as we considered necessary in the circumstances. Our examination
included testing selected asset-backed transactions and securities constituting
the Platform and evaluating whether the Company performed servicing activities
related to those transactions and securities in compliance with the applicable
servicing criteria for the period covered by this report. Accordingly, our
testing may not have included servicing activities related to each asset-backed
transaction or security constituting the Platform. Further, our examination was
not designed to detect material noncompliance that may have occurred prior to
the period covered by this report and that may have affected the Company's
servicing activities during the period covered by this report. We believe that
our examination provides a reasonable basis for our opinion. Our examination
does not provide a legal determination on the Company's compliance with the
applicable servicing criteria.
In our opinion, management's assertion that Redwood Residential Acquisition
Corporation complied with the aforementioned applicable servicing criteria as
of and for the year ended December 31, 2012 for the Residential Mortgage Loans
Platform is fairly stated, in a11 material respects.
/s/ Grant Thornton LLP
Irvine, California
March 11, 2013
Grant Thornton LLP
U.S. member firm of Grant Thornton International Ltd
EX-34.5
(logo) KPMG
KPMG LLP
Aon Center
Suite 5500
200 East Randolph Drive
Chicago, IL 60601-6436
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank, National Association:
We have examined the management's assessment, included in the accompanying
Assessment of Compliance with the Applicable Servicing Criteria, that the
Document Custody Section of the Corporate Trust Services division of Wells
Fargo Bank, National Association (the Company) complied with the servicing
criteria set forth in Item 1122(d) of the Securities and Exchange Commission's
Regulation AB for publicly-issued (i.e., transaction-level reporting initially
required under the Securities Exchange Act of 1934, as amended) residential
mortgage-backed securities and commercial mortgage-backed securities issued on
or after January 1, 2006 for which the Company provides document custody
services, excluding any such securities issued by any agency or instrumentality
of the U.S. government (other than the Federal Deposit Insurance Company) or
any government sponsored entity (the Platform), as of and for the twelve months
ended December 31, 2012. Management has determined that servicing criteria
1122(d)(1)(iv), 1122(d)(4)(i) and 1122(d)(4)(ii) are applicable to the
activities it performs with respect to the Platform, and that all other
servicing criteria set forth in Item 1122(d) are not applicable to the document
custody services provided by the Company with respect to the Platform.
Management is responsible for the Company's compliance with the servicing
criteria. Our responsibility is to express an opinion on management's assessment
about the Company's compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the Company processed those selected transactions and performed those
selected activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
("KPMG International"), a Swiss entity.
(page)
(logo) KPMG
In our opinion, management's assessment that the Company complied with the
aforementioned servicing criteria, as of and for the twelve months ended
December 31, 2012 is fairly stated, in all material respects.
/s/ KPMG LLP
Chicago, Illinois
February 15, 2013
EX-34.6
(logo) KPMG
KPMG LLP
Aon Center
Suite 5500
200 East Randolph Drive
Chicago, IL 60601-6436
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank, National Association:
We have examined the Corporate Trust Services division of Wells Fargo Bank,
National Association's (the Company) compliance with the servicing criteria set
forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB
for publicly-issued (i.e., transaction-level reporting initially required under
the Securities Exchange Act of 1934, as amended) and certain privately-issued
(i.e., for which transaction-level reporting is required pursuant to contractual
obligation) residential mortgage-backed securities, commercial mortgage-backed
securities and other asset-backed securities for which the Company provides
master servicing, trustee, securities administration and/or paying agent
services, excluding any such securities issued by an agency or instrumentality
of the U.S. government (other than the Federal Deposit Insurance Corporation)
or any government sponsored entity, and further excluding the transactions
issued prior to 2006 for which Wells Fargo outsources all material servicing
activities (as defined by Regulation AB) (the Platform), except for servicing
criteria 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii),
1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and
1122(d)(4)(xiii), which the Company has determined are not applicable to the
activities it performs with respect to the Platform, as of and for the twelve
months ended December 31, 2012. Management is responsible for the Company's
compliance with the servicing criteria. Our responsibility is to express an
opinion on the Company's compliance based on our examination.
Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
servicing criteria specified above and performing such other procedures as we
considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities that comprise the Platform,
testing selected servicing activities related to the Platform, and determining
whether the Company processed those selected transactions and performed those
selected activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the servicing criteria.
As described in management's Assessment of Compliance With the Applicable
Servicing Criteria, for servicing criterion 1122(d)(4)(i), the Company has
engaged a vendor to perform the activities required by this servicing
criterion. The Company has determined that this vendor is not considered a
"servicer" as defined in Item 1101(j) of Regulation AB, and the Company has
elected to take responsibility for assessing compliance with the servicing
criterion applicable to this vendor as permitted by Interpretation 17.06 of the
SEC Division of Corporation Finance Manual of Publicly Available Telephone
Interpretations ("Interpretation 17.06"). As permitted by Interpretation 17.06,
the Company has asserted that it has
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
("KPMG International"), a Swiss entity.
(page)
policies and procedures in place designed to provide reasonable assurance that
the vendor's activities comply in all material respects with the servicing
criterion applicable to the vendor. The Company is solely responsible for
determining that it meets the SEC requirements to apply Interpretation 17.06
for the vendor and related criterion as described in management's Assessment of
Compliance With the Applicable Servicing Criteria, and we performed no
procedures with respect to the Company's eligibility to apply Interpretation
17.06.
Our examination disclosed the following material noncompliance with servicing
criteria 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as applicable to the Company
during the twelve months ended December 31, 2012:
* 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.
In our opinion, except for the material noncompliance described above, the
Company complied with the aforementioned servicing criteria, including
servicing criterion 1122(d)(4)(i) for which compliance is determined based on
Interpretation 17.06 as described above, as of and for the twelve months ended
December 31, 2012, in all material respects.
We do not express an opinion or any form of assurance on Management's
Discussion on Material Instances of Noncompliance by the Company included in
Schedule B of management's Assessment of Compliance with the Applicable
Servicing Criteria.
/s/ KPMG LLP
Chicago, Illinois
February 28, 2013
EX-35.1
(logo) CENLAR
CENTRAL LOAN ADMINISTRATION & REPORTING
SERVICER COMPLIANCE STATEMENT (ITEM 1123)
Cenlar FSB
The undersigned, a duly authorized officer of Cenlar FSB, as servicer (the
"Servicer") pursuant to the applicable servicing agreements governing the
securities listed on Exhibit A, does hereby certify that:
1. A review of the Servicer's activities during the calendar year 2012 (the
"Reporting Period") and of the Servicer's performance under the applicable
servicing agreement has been made under my supervision.
2. To the best of my knowledge, based on such review, the Servicer has fulfilled
all of its obligations under the applicable servicing agreement in all material
respects throughout the Reporting Period.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this
28th day of February 2013.
/s/ Michael Blair
Name: Michael Blair
Title: Senior Vice President
Exhibit A
Securities Covered in Cenlar FSB's Servicer Compliance Statement 1123:
Redwood Trust, Inc.
Investor Issuer Security *Period Subserviced by Cenlar FSB
HO6 Redwood Trust, Inc. SEMT 2012-1 1/1 to 12/31/12
K06 Redwood Trust, Inc. SEMT 2012-2 3/1 to 12/31/12
L06 Redwood Trust, Inc. SEMT 2012-3 6/1 to 12/31/12
Z06 Redwood Trust, Inc. SEMT 2012-4 9/1 to 12/31/12
Y06 Redwood Trust, Inc. SEMT 2012-5 10/1 to 12/31/12
RW0 Redwood Trust, Inc. SEMT 2012-6 11/1 to 12/31/12
EX-35.2
(logo) FIRST REPUBLIC BANK
It's a privilege to serve you
Feb 28, 2013
Servicer Compliance Statement
For SEMT 2012-3 (see Schedule A)
(i) a review of the Servicer's activities during the reporting period from
January 1, 2012 through December 31, 2012 and of its performance under the
Agreement (each of the agreement and the Reconstitution Agreement as defined
on Schedule A attached hereto) from the above referenced trust during such
period has been made under such officer's supervision, and
(ii) to the best of such officers' knowledge, based on such review, the
Servicer has fulfilled all of its obligations under this Agreement and any
applicable Reconstitution Agreement in all material respects throughout such
reporting period (or applicable portion thereof) or, if there has been a
failure to fulfill any such obligation in any material respect, specifically
identifying each such failure known to such officer and the nature and the
status thereof.
First Republic Bank
/s/ Lionel Antunes
Lionel Antunes
Vice President of Residential Lending
February 28, 2013
SCHEDULE A
1. Flow Mortgage Loan Sale and Servicing Agreement dated as of July 1, 2010,
between Redwood Residential Acquisition Corporation and First Republic Bank,
as modified by Reconstitution Agreement dated June 27, 2012
San Francisco Palo Alto Los Angeles Santa Barbara Newport Beach San Diego
Portland Boston Greenwich New York
111 PINE STREET, SAN FRANCISCO, CALIFORNIA 94111, TEL (415) 392-1400 OR
(800) 392-1400, FAX (415) 392-1413
CONVENIENT INTERNET BANKING AT www.firstrepublic.com * MEMBER FDIC
EX-35.3
PHH Mortgage
(logo) PHH
2001 Bishops Gate Blvd
Mount Laurel, NJ 08054
February 28, 2013
Re: Annual Compliance Statement
Attention: Servicer Compliance Team, Stephanie White
Address: 9062 Old Annapolis Road
MAC X2302-033N2702-011
Columbia, MD 21045
Deal Name: Sequoia 2012-3
PHH Investor code: S24
Agreement: Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as
of July 21, 2010 between Redwood Residential Acquisition Corporate
and PHH Mortgage Corporation as modified by the Assignment Assumption
and Recognition Agreement dated June 27, 2012
Dear Sir and/or Madame:
This statement of compliance is being provided in accordance with Item 1123 of
Regulation AB. The Undersigned hereby states that:
1. I am an authorized officer of PHH Mortgage Corporation (the "Servicer");
2. A review of the Servicer's activities during the period from January 1, 2012
through December 31, 2012 (the "Reporting Period") and its performance under
the Agreement has been made under my supervision; and
3. To the best of my knowledge, based on such review, the Servicer has fulfilled
all of its obligations under the Agreement in all material respects
throughout the Reporting Period.
By: /s/ Greg Bronczyk
Name: Greg Bronczyk
Title: Vice President
(logo) EQUAL HOUSING LENDER
EX-35.4
(logo) REDWOOD RESIDENTIAL ACQUISITION
CORPORATION
ONE BELVEDERE PLACE, SUITE 300
PHONE: 415.389.7373
MILL VALLEY, CA 94941
FAX: 415.381.1773
March 1, 2013
TO ALL PARTIES LISTED ON SCHEDULE A
ATTACHED HERETO:
Re: Annual Statement of Compliance by the Servicing Administrator;
Item 1123 Certificate;
Sequoia Mortgage Trusts 2012-1, -2, -3, -4, -5 and -6
The undersigned, a duly authorized officer of Redwood Residential Acquisition
Corporation (the "Servicing Administrator"), hereby certifies as follows for
the calendar year 2012:
(A) a review of the Servicing Administrator's activities during the preceding
calendar year ended December 31, 2012, and its performance under the Flow
Mortgage Loan Servicing Agreement, dated as of August 1, 2011, between the
Servicing Administrator and Cenlar FSB, as amended by Amendment No. 1 to the
Flow Mortgage Loan Servicing Agreement, dated November 3, 2011, and as modified
by the related Acknowledgement (the "Cenlar FSB Flow Servicing Agreement")
and the respective Pooling and Servicing Agreements, has been made under such
officer's supervision; and
(B) to the best of such officer's knowledge, based on such review, the
Servicing Administrator has fulfilled all its obligations under the Cenlar FSB
Flow Servicing Agreement and the respective Pooling and Servicing Agreements,
in all material respects throughout such calendar year ended December 31, 2012.
Very truly yours,
REDWOOD RESIDENTIAL ACQUISITION CORPORATION,
Servicing Administrator
/s/ William J. Moliski
Name: William J. Moliski
Title: Executive Vice President
(page)
SCHEDULE A
Sequoia Residential Funding, Inc.
One Belvedere Place
Suite 330
Mill Valley, CA 94941
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045-1951
U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, MN 55107
Attn: Structured Finance ? Sequoia (SEMT 2012-1 and -2)
Christiana Trust, a division of Wilmington Savings Fund Society FSB
500 Delaware Avenue, 11th Floor
Wilmington, DE 19801
Attention: Corporate Trust ? (SEMT 2012-3, -4, -5 and -6)
EX-35.5
(logo) WELLS FARGO
Corporate Trust Services
MAC R1204-010
9062 Old Annapolis Road
Columbia, MD 21045
Tel: 410 884 2000
Fax: 410 715 2380
Sequoia Residential Funding, Inc.
One Belvedere Place, Suite 330
Mill Valley, California 94941
RE: Annual Statement as to Compliance
The undersigned, a duly authorized officer of Wells Fargo Bank, N.A. ("Wells
Fargo"), hereby certifies as follows for the calendar year 2012:
(a) a review of Wells Fargo's activities as assigned and agreed to under the
servicing agreement(s) listed on Schedule A hereto (the "Servicing
Agreement(s)") and its performance under the Servicing Agreements has been made under my supervision; and
(b) to the best of my knowledge, based on such review Wells Fargo has fulfilled
all of its obligations under the Servicing Agreement(s) in all material
respects throughout the reporting period, except as noted in Schedule B.
March 1, 2013
/s/ Julie Eichler
JULIE EICHLER
Vice President
Wells Fargo Bank, N.A.
(logo) Together we'll go far
(page)
(logo) WELLS FARGO
Corporate Trust Services
MAC R1204-010
9062 Old Annapolis Road
Columbia, MD 21045
Tel: 410 884 2000
Fax: 410 715 2380
To: Sequoia Residential Funding, Inc.
Schedule A
List of Servicing Agreement(s) and Series
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2011-1 Mortgage
Pass-Through Certificates,Series 2011-1, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2011-2 Mortgage
Pass-Through Certificates,Series 2011-2, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-1 Mortgage
Pass-Through Certificates,Series 2012-1, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-2 Mortgage
Pass-Through Certificates,Series 2012-2, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-3 Mortgage
Pass-Through Certificates,Series 2012-3, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-5 Mortgage
Pass-Through Certificates,Series 2012-5, Wells Fargo Bank, N.A. as Master
Servicer and Securities Administrator, as applicable.
Pooling and Servicing Agreement for Sequoia Mortgage Trust 2012-6 MortgagePass-
Through Certificates,Series 2012-6, Wells Fargo Bank, N.A. as Master Servicer
and Securities Administrator, as applicable.
Wells Fargo Bank, N.A.
(page)
(logo) WELLS FARGO
Corporate Trust Services
MAC R1204-010
9062 Old Annapolis Road
Columbia, MD 21045
Tel: 410 884 2000
Fax: 410 715 2380
To: Sequoia Residential Funding, Inc.
Schedule B
Material Instances of Non-Compliance
No instances to report
Wells Fargo Bank, N.A.