0001056404-13-000259.txt : 20130329 0001056404-13-000259.hdr.sgml : 20130329 20130329114828 ACCESSION NUMBER: 0001056404-13-000259 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 22 CONFORMED PERIOD OF REPORT: 20130329 FILED AS OF DATE: 20130329 DATE AS OF CHANGE: 20130329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sequoia Mortgage Trust 2012-1 CENTRAL INDEX KEY: 0001536694 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-159791-05 FILM NUMBER: 13726834 BUSINESS ADDRESS: STREET 1: ONE BELVEDERE PLACE, STREET 2: SUITE 300 CITY: MILL VALLEY STATE: CA ZIP: 94941 BUSINESS PHONE: 415-389-7373 MAIL ADDRESS: STREET 1: ONE BELVEDERE PLACE, STREET 2: SUITE 300 CITY: MILL VALLEY STATE: CA ZIP: 94941 10-K 1 smt12001_10k-2012.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number: 333-159791-05 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 or any amendment to this Form 10-K. Not applicable. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer ___ Accelerated filer ___ Non-accelerated filer X (Do not check if a smaller reporting company) Smaller reporting company ___ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ___ No X State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not applicable. Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Not applicable. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Not applicable. DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1)Any annual report to security holders; (2) Any proxy or information statement; and (3)Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). Not applicable. PART I Item 1. Business. Omitted. Item 1A. Risk Factors. Omitted. Item 1B. Unresolved Staff Comments. None. Item 2. Properties. Omitted. Item 3. Legal Proceedings. Omitted. Item 4. Mine Safety Disclosures. Omitted. PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Omitted. Item 6. Selected Financial Data. Omitted. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Omitted. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Omitted. Item 8. Financial Statements and Supplementary Data. Omitted. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Omitted. Item 9A. Controls and Procedures. Omitted. Item 9B. Other Information. None. PART III Item 10. Directors, Executive Officers and Corporate Governance. Omitted. Item 11. Executive Compensation. Omitted. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Omitted. Item 13. Certain Relationships and Related Transactions, and Director Independence. Omitted. Item 14. Principal Accounting Fees and Services. Omitted. ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB Item 1112(b) of Regulation AB, Significant Obligor Financial Information. No single obligor represents 10% or more of the pool assets held by the issuing entity. Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information. No entity or group of affiliated entities provides any external credit enhancement or other support for the certificates within this transaction as described under Item 1114 (a) of Regulation AB. Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information). No entity or group of affiliated entities provides any derivative instruments or other support for the certificates within this transaction as described under Item 1115 of Regulation AB. Item 1117 of Regulation AB, Legal Proceedings. On or about December 23, 2009, the Federal Home Loan Bank of Seattle (the "FHLB-Seattle") filed a complaint in the Superior Court for the State of Washington (case number 09-2-46348-4 SEA) against the depositor, Redwood Trust, Inc., Morgan Stanley & Co., and Morgan Stanley Capital I, Inc. (collectively, the "FHLB-Seattle Defendants") alleging that the FHLB-Seattle Defendants made false or misleading statements in offering materials for a mortgage pass-through certificate (the "Seattle Certificate") issued in the Sequoia Mortgage Trust 2005-4 securitization transaction (the "2005-4 RMBS") and purchased by the FHLB-Seattle. Specifically, the complaint alleges that the alleged misstatements concern the (1) loan-to-value ratio of mortgage loans and the appraisals of the properties that secured loans supporting the 2005-4 RMBS, (2) occupancy status of the properties, (3) standards used to underwrite the loans, and (4) ratings assigned to the Seattle Certificate. The FHLB-Seattle alleges claims under the Securities Act of Washington (Section 21.20.005, et seq.) and seeks to rescind the purchase of the Seattle Certificate and to collect interest on the original purchase price at the statutory interest rate of 8% per annum from the date of original purchase (net of interest received) as well as attorneys' fees and costs. The Seattle Certificate was issued with an original principal amount of approximately $133 million, and, as of December 31, 2012, the FHLB-Seattle had received approximately $108 million of principal and $10.9 million of interest payments in respect of the Seattle Certificate. As of December 31, 2012, the Seattle Certificate had a remaining outstanding principal amount of approximately $25 million. The claims were subsequently dismissed for lack of personal jurisdiction as to the depositor and Redwood Trust. The depositor and Redwood Trust agreed to indemnify the underwriters of the 2005-4 RMBS for certain losses and expenses they might incur as a result of claims made against them relating to this RMBS, including, without limitation, certain legal expenses. The FHLB-Seattle's claims against the underwriters of this RMBS were not dismissed and remain pending. Regardless of the outcome of this litigation, the depositor and Redwood Trust could incur a loss as a result of these indemnities. On or about July 15, 2010, The Charles Schwab Corporation ("Schwab") filed a complaint in the Superior Court for the State of California in San Francisco (case number CGC-10-501610) against the depositor and 26 other defendants (collectively, the "Schwab Defendants") alleging that the Schwab Defendants made false or misleading statements in offering materials for various residential mortgage-backed securities sold or issued by the Schwab Defendants. With respect to the depositor, Schwab alleges that the depositor made false or misleading statements in offering materials for a mortgage pass-through certificate (the "Schwab Certificate") issued in the 2005-4 RMBS and purchased by Schwab. Specifically, the complaint alleges that the misstatements for the 2005-4 RMBS concern the (1) loan-to-value ratio of mortgage loans and the appraisals of the properties that secured loans supporting the 2005-4 RMBS, (2) occupancy status of the properties, (3) standards used to underwrite the loans, and (4) ratings assigned to the Schwab Certificate. Schwab alleges a claim for negligent misrepresentation under California state law and seeks unspecified damages and attorneys' fees and costs. The Schwab Certificate was issued with an original principal amount of approximately $14.8 million, and, as of December 31, 2012, Schwab had received approximately $12 million of principal and $1.3 million of interest payments in respect of the Schwab Certificate. As of December 31, 2012, the Schwab Certificate had a remaining outstanding principal amount of approximately $2.8 million. The depositor has denied Schwab's allegations. The depositor believes that this case is without merit, and intends to defend the action vigorously. The depositor and Redwood Trust agreed to indemnify the underwriters of the 2005-4 RMBS, which underwriters are also named defendants in this action, for certain losses and expenses they might incur as a result of claims made against them relating to this RMBS, including, without limitation, certain legal expenses. Regardless of the outcome of this litigation, the depositor and Redwood Trust could incur a loss as a result of these indemnities. On or about October 15, 2010, the Federal Home Loan Bank of Chicago ("FHLB-Chicago") filed a complaint in the Circuit Court of Cook County, Illinois (case number 10-CH-45033) against the depositor and more than 45 other named defendants (collectively, the "FHLB-Chicago Defendants") alleging that the FHLB-Chicago Defendants made false or misleading statements in offering materials for various residential mortgage-backed securities sold or issued by the FHLB-Chicago Defendants or entities controlled by them. FHLB-Chicago subsequently amended the complaint to name Redwood Trust and another one of Redwood Trust's subsidiaries, RWT Holdings, Inc., as defendants. With respect to Redwood Trust, RWT Holdings, and the depositor, the FHLB-Chicago alleges that Redwood Trust, RWT Holdings, and the depositor made false or misleading statements in the offering materials for two mortgage pass-through certificates (the "Chicago Certificates") issued in the Sequoia Mortgage Trust 2006-1 securitization transaction (the "2006-1 RMBS") and purchased by the FHLB-Chicago. The complaint alleges that the alleged misstatements concern, among other things, the (1) loan-to-value ratio of mortgage loans and the appraisals of the properties that secured loans supporting the 2006-1 RMBS, (2) occupancy status of the properties, (3) standards used to underwrite the loans, (4) ratings assigned to the Chicago Certificates, and (5) due diligence performed on these mortgage loans. The FHLB-Chicago alleges claims under Illinois Securities Law (815 ILCS Sections 5/12(F)-(H)) and North Carolina Securities Law (N.C.G.S.A. Section 78A-8(2) & Section 78A-56(a)) as well as a claim for negligent misrepresentation under Illinois common law. On some of the causes of action, the FHLB-Chicago seeks to rescind the purchase of the Chicago Certificates and to collect interest on the original purchase prices at the statutory interest rate of 10% per annum from the dates of original purchase (net of interest received). On one cause of action, the FHLB-Chicago seeks unspecified damages. The FHLB-Chicago also seeks attorneys' fees and costs. The first of the Chicago Certificates was issued with an original principal amount of approximately $105 million and, at December 31, 2012, the FHLB Chicago had received approximately $68 million of principal and $23 million of interest payments in respect of this Chicago Certificate. As of December 31, 2012, this Chicago Certificate had a remaining outstanding principal amount of approximately $37 million. The second of the Chicago Certificates was issued with an original principal amount of approximately $379 million and, at December 31, 2012, the FHLB Chicago had received approximately $244 million of principal and $78 million of interest payments in respect of this Chicago Certificate. As of December 31, 2012, this Chicago Certificate had a remaining outstanding principal amount of approximately $133 million (after taking into account approximately $1.6 million of principal losses allocated to this Chicago Certificate). The depositor, Redwood Trust, and RWT Holdings have denied FHLB-Chicago's allegations. The depositor believes that this case is without merit, and the depositor intends to defend the action vigorously. The depositor and Redwood Trust agreed to indemnify the underwriters of the 2006-1 RMBS, which underwriters are also named defendants in this action, for certain losses and expenses they might incur as a result of claims made against them relating to this RMBS, including, without limitation, certain legal expenses. Regardless of the outcome of this litigation, the depositor and Redwood Trust could incur a loss as a result of these indemnities. The business of the sponsor, the depositor, the seller and their affiliates has included, and continues to include, activities relating to the acquisition and securitization of residential mortgage loans. In addition, the business of the sponsor has, in the past, included activities relating to the acquisition and securitization of debt obligations and other assets through the issuance of collateralized debt obligations (commonly referred to as CDO transactions). Because of their involvement in the securitization and CDO businesses, the sponsor, the depositor, the seller and their affiliates could become the subject of litigation relating to these businesses, including additional litigation of the type described above, and could also become the subject of governmental investigations, enforcement actions, or lawsuits and governmental authorities could allege that these entities violated applicable law or regulation in the conduct of their business. In fact, the sponsor and its affiliates have received, and responded to, information requests and subpoenas from two governmental authorities (one by the SEC relating to the sponsor's CDO business and one by the National Credit Union Administration relating to a residential mortgage securitization conducted by the sponsor and the depositor). It is possible that the sponsor, the depositor, the seller or their affiliates might not be successful in defending or responding to any litigation, governmental investigation or related action and any losses incurred as a result of the resolution of any such action or investigation could have a material adverse effect on the sponsor, the depositor, the seller or their affiliates. In any case, regardless of the merits of any allegation or legal action that may be brought against the sponsor, the depositor, the seller or their affiliates, or of their success in defending against such allegations or legal actions, the costs of defending against any such allegation or legal action may be significant or material and could have a material adverse effect on the sponsor, the depositor, the seller or their affiliates. Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions. The seller and servicing administrator, the sponsor and the depositor are each wholly-owned subsidiaries of Redwood Trust, Inc. 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.
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.
The assessment of compliance with applicable servicing criteria for the twelve months ended December 31, 2012, furnished pursuant to Item 1122 of Regulation AB by PHH Mortgage (the "2012 PHH Assessment") for its platform, discloses that material instances of noncompliance occurred with respect to the servicing criteria described in Item and 1122(d)(4)(vii) of Regulation AB. The 2012 PHH Assessment is attached to this Form 10-K as exhibit 33.3. 1122(d)(4)(vii) During the year ended December 31, 2012, the Asserting Party could not provide documentation to support that foreclosure and repossession procedures that were not concluded in accordance with the timelines in the transaction agreements were outside the control of the Asserting Party. The assessment of compliance with applicable servicing criteria for the twelve months ended December 31, 2012, furnished pursuant to Item 1122 of Regulation AB by the Corporate Trust Services division of Wells Fargo Bank (the "2012 Wells Assessment") for its platform, discloses that material instances of noncompliance occurred with respect to the servicing criteria described in Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii) of Regulation AB. The 2012 Wells Assessment is attached to this Form 10-K as exhibit 33.7. There were no instances of noncompliance for the transaction to which this Form 10-K relates that led to Wells Fargo's determination that there was material instances of noncompliance at the platform level. Management's assessment of compliance with the Applicable Servicing Criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB as of December 31, 2012 and for the Period, disclosed that material instances of noncompliance occurred with respect to the servicing criteria set forth in both of Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as follows: * With respect to servicing criterion 1122(d)(3)(i)(B), certain reports to investors did not provide information calculated in accordance with the terms specified in the transaction agreements. * With respect to servicing criterion 1122(d)(3)(ii), certain amounts due to investors were not allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. Management's Discussion on Material Instances of Noncompliance by the Company Disclosure: During the Period, Wells Fargo identified Payment Errors (as defined below) and Reporting Errors (as defined below) on certain residential mortgage-backed securities ("RMBS") transactions in the Platform. Although no individually identified error, in and of itself, was found to be material to the Platform, when the errors were considered in the aggregate, Management determined that, for Platform purposes, there were material instances of noncompliance with respect to both Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii) of Regulation AB. For purposes of this Schedule B, the term "Payment Errors" means the identified payment errors that occurred during the Period and that, when considered in the aggregate, led to Management's determination that there was a material instance of noncompliance for the Platform with respect to Item 1122(d)(3)(i)(B) of Regulation AB. For purposes of this Schedule B, the term "Reporting Errors" means the identified reporting errors that occurred during the Period and that, when considered in the aggregate, led to Management's determination that there was a material instance of noncompliance for the Platform with respect to Item 1122(d)(3)(ii) of Regulation AB. The identified Payment Errors and Reporting Errors on such RMBS transactions were attributable to certain failures in processes relating to waterfall calculations and reporting that, although adapted over time, still insufficiently addressed the impact of the unprecedented levels of collateral degradation in RMBS transactions on the calculation of principal and interest payments and losses and associated investor reporting. Scope of the Material Instances of Noncompliance: The identified Payment Errors and Reporting Errors that led to Management's determination that material instances of noncompliance with respect to the Platform had occurred were limited to certain RMBS transactions in the Platform. There were no identified Payment Errors or Reporting Errors for non-RMBS transactions in the Platform which contributed to Management's determination that there were material instances of noncompliance for the Platform. In some instances, the identified Payment Errors which contributed to Management's determination that there were material instances of noncompliance for the Platform were also considered material to the transactions on which they occurred. None of the identified Reporting Errors which contributed to Management's determination that there were material instances of noncompliance for the Platform were considered material for a particular transaction. For all transactions in the Platform (including RMBS transactions with identified Payment Errors and Reporting Errors), Management delivered an Item 1123 certification to the extent it was required to do so pursuant to the requirements of the applicable transaction documents and Regulation AB. Where there was an identified Payment Error that was considered material for an individual transaction, the Item 1123 certification included a description of the nature and scope of such error. Remediation: Appropriate actions have been taken or are in the process of being taken to remediate the identified Payment Errors and Reporting Errors that led to Management's determination that material instances of noncompliance with respect to the Platform had occurred. Further, adjustments have been or will be made to the waterfall calculations and other operational processes and quality control measures applied to the RMBS transactions in the Platform to minimize the risk of future payment and reporting errors. Material Instance of Noncompliance by any Vendor NONE Material Deficiencies in Company's Policies and Procedures to Monitor Vendor's Compliance NONE Item 1123 of Regulation AB, Servicer Compliance Statement. The servicer compliance statements are attached hereto under Item 15. Part IV Item 15. Exhibits, Financial Statement Schedules. (a) Exhibits. (31) Rule 13a-14(d)/15d-14(d) Certification. (33) Reports on assessment of compliance with servicing criteria for asset-backed securities. 33.1 Cenlar, FSB as Servicer 33.2 First Republic Bank as Servicer 33.3 PHH Mortgage Corporation as Servicer 33.4 Redwood Residential Acquisition Corporation as Servicing Administrator 33.5 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: March 29, 2013 Exhibit Index Exhibit No. (31) Rule 13a-14(d)/15d-14(d) Certification. (33) Reports on assessment of compliance with servicing criteria for asset-backed securities. 33.1 Cenlar, FSB as Servicer 33.2 First Republic Bank as Servicer 33.3 PHH Mortgage Corporation as Servicer 33.4 Redwood Residential Acquisition Corporation as Servicing Administrator 33.5 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 2 smt12001_31.txt 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 and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K 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. 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: March 29, 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 3 smt12001_33-1.txt EX-33.1 (logo) CENLAR FSB CENTRAL LOAN ADMINISTRATION & REPORTING PO Box 77400 * Ewing, NJ 08628 * 609-883-3900 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 believes 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. Overnight Mail: Cenlar FSB * 425 Phillips Boulevard * Ewing, NJ 08618 (page) Cenlar FSB March 7, 2013 Page 2 of2 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 March 7, 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
(page) (logo) CENLAR FSB CENTRAL LOAN ADMINISTRATION & REPORTING Certification Regarding Compliance with Applicable Servicing Criteria 1. Cen1ar FSB (the "Servicer") is responsible for assessing compliance by it 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 involving first lien residential mortgage loans [other than (a) transactions registered prior to compliance with Regulation AB [and (b) Freddie Mac, Fannie Mae and Ginnie Mae residential mortgage loan securitizations]] (the "Platform"); 2. The Servicer has engaged certain vendors (the "Vendors") to perform specific, limited or scripted activities as of and for the period ending December 31, 2012, and the Servicer elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors as set forth in 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 and 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 and for the Reporting Period with respect to the Platform taken as a whole; and 8. A registered public accounting firm (KPMG) has issued an attestation report on the Servicer's assessment of compliance with the applicable servicing criteria for the Reporting Period. Cenlar FSB By: /s/ Michael Blair Name: Michael Blair Title: Senior Vice President February 28, 2013 Date of Certification (page) EXHIBIT A
APPLICABLE INAPPLICABLE SERVICING CRITERIA SERVICING CRITERIA SERVICING CRITERIA Performed by Vendor(s) Performed for which Directly Servicer is by the Responsible Reference Criteria Servicer Party 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 X are outsourced to 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 X^1 agreements to maintain a backup servicer for the mortgage loans are maintained. 1122(d)(1)(iv) 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 the transaction agreements. Cash Collection and Administration 1122(d)(2)(i) Payments on mortgage loans 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 agreements. 1122(d)(2)(ii) Disbursements made via wire transfer on X behalf of an obligor or to investor are made only by authorized personnel. 1122(d)(2)(iii) 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 the transaction agreements. 1122(d)(2)(iv) 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 the transaction agreements. 1122(d)(2)(v) 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) of the Securities Exchange Act. 1122(d)(2)(vi) Unissued checks are safeguarded so as X^2 X^3 to prevent unauthorized access. 1 Cenlar does not (i) perform directly, (ii) take responsibility for the performance of by a Vendor, or (iii) retain a subservicer(s) or vendor(s) to perform. 2 Cenlar has procedures in place and monitors the tax Corelogic Tax Services, LLC (formerly First American) and Insurance Assurant Specialty Property (Assurant) vendor's performance and includes the functions in its attestation testing. 3 Both vendors provide processing services for the payment of taxes and insurance premiums. Cenlar monitors their performance and reconciles the checks issued.
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APPLICABLE INAPPLICABLE SERVICING CRITERIA SERVICING CRITERIA SERVICING CRITERIA Performed Performed by by Reference Criteria Servicer Vendor(s) 1122(d)(2)(vii) 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 agreements. Investor Remittances and Reporting 1122(d)(3)(i) Reports to investors, including those X^4 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 mortgage loans serviced by the Servicer. 1122(d)(3)(ii) Amounts due to investors are allocated X and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. 1122(d)(3)(iii) Disbursements made to an investor are X posted within two business days to the Servicer's investor records, or such other number of days specified in the transaction agreements. 1122(d)(3)(iv) Amounts remitted to investors per the X investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. Pool Asset Administration 1122(d)(4)(i) Collateral or security on mortgage loans X is maintained as required by the transaction agreements or related mortgage loan documents. 1122(d)(4)(ii) Mortgage loan and related documents X are safeguarded as required by the transaction agreements. 1122(d)(4)(iii) Any additions, removals or substitutions X to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. 1122(d)(4)(iv) Payments on mortgage loans, including any X 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 with the related mortgage loan documents. 1122(d)(4)(v) The Servicer's records regarding the X mortgage loans 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 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. 4 1122(d)(3)(i)c Servicer is not required to file with the SEC. Servicer files reports in accordance with the transaction agreements.
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APPLICABLE INAPPLICABLE SERVICING CRITERIA SERVICING CRITERIA SERVICING CRITERIA Performed Performed by by Reference Criteria Servicer Vendor(s) 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 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 X of return for mortgage loans with variable rates are computed based on the related mortgage loan 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 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 X^5 X^6 (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 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. 5 Cenlar has procedures in place and monitors the tax (Corelogic Tax Services, LLC) and Insurance Vendor's (Assurant) performance and includes this in its attestation testing. 6 Both vendors provide processing services for the payment of taxes and insurance premiums. Cenlar monitors and is responsible for the timely payment of taxes and insurance premiums.
(page) Appendix A Securities Covered in Cenlar FSB's REG AB Attestation: Wells Fargo Bank, N.A.
Investor Issuer 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 4 smt12001_33-2.txt 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 believes 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 5 smt12001_33-3.txt 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 6 smt12001_33-4.txt 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 March 11, 2013 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 believes 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. 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 7 smt12001_33-5.txt 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.
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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.
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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 8 smt12001_33-6.txt 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 9 smt12001_33-7.txt 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 10 smt12001_34-1.txt 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 11 smt12001_34-2.txt 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 12 smt12001_34-3.txt 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 13 smt12001_34-4.txt 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 14 smt12001_34-5.txt 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 15 smt12001_34-6.txt 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 16 smt12001_34-7.txt 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 17 smt12001_35-1.txt 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 18 smt12001_35-2.txt EX-35.2 (logo) FIRST REPUBLIC BANK It's a privilege to serve you Feb 28, 2013 Servicer Compliance Statement For SEMT 2012-1 (i) a review of the Servicer's activities during the immediately preceding calendar year and of its performance under the Agreement and the Reconstitution Agreement 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 Agreement and the Reconstitution Agreement for the above referenced trsut in all material respects throughout such calendar year. First Republic Bank /s/ Lionel Antunes Lionel Antunes Vice President of Residential Lending February 28, 2013 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 19 smt12001_35-3.txt EX-35.3 PHH Mortgage (logo) PHH 2001 Bishops Gate Blvd Mount Laurel, NJ 08054 February 28, 2013 WELLS FARGO BANK, NA Servicer Compliance Team, Stephanie White 9062 OLD ANNAPOLIS RD MAC N2702-011 COLUMBIA, MD 21045 RE: Annual Statement as to Compliance PHH Investor number: Various Deal name (if applicable): See Schedule A Dear Investor, Master Servicer or Trustee, The undersigned officer certifies the following for PHH Mortgage Corp. f/k/a Cendant Mortgage Corp., for the 2012 calendar year. To the best of our knowledge: a) The activities and performances of the Servicer during the preceding Fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Servicer Guide for the deal listed above, and to the best of my knowledge the Servicer has fulfilled all of its duties, responsibilities or obligations under this Agreement throughout such year, or if there has been default or failure of the Servicer to perform any such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to WELLS FARGO BANK, NA; b) The Servicer is currently an approved FNMA or FHLMC Servicer in good standing; c) The Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Servicer Guide are in full force and effect; d) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that such insurance policies are in full force and effect; e) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgage Property, have been paid, or if any such costs or expenses have been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to WELLS FARGO BANK, NA; f) All Custodial Accounts have been reconciled and are properly funded; and g) All annual reports of Foreclosure and Abandonment of Mortgaged Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed. Certified by /s/ Deborah A. Rocchi Deborah A. Rocchi Vice President Date: February 28, 2013 (logo) EQUAL HOUSING LENDER Schedule A Annual Statement of Compliance
Deal name INV CAT 2001-5 604 001 2003-0081 709 002 2003-3 744 001 2003-A5 160 001 2003-F 162 001 2004-A5 135 001 Act/Act FNMA Portfolio G59 All APRIL 30-2003 779 001 ARMT 2005-8 262 001 ARMT 2005-9 268 001 ARMT-2005-10 291 001 BAFC 2005-05 284 001 BAFC 2005-08 971 001 BAFC 2005-6 989 001 BAFC 2005-7 981 001 BAFC 2006-8T2 659 001 BAFC 2006-I 665 001 BAFC 2007-1 778 All BALTA 2005-2 128 004 BALTA 2005-4 219 001 BALTA 2005-5 226 001 BART 2003-7 164 001 BART 2004-10 144 001 BART 2004-12 146 001 BART 2005-7 259 001 BAYVIEW 2004-C 122 001 BAYVIEW 2004-D 143 001 BAYVIEW 2005-C 269 001 BAYVIEW 2006-D 678 001 BAYVIEW 2007-A 904 All BAYVIEW 2007-B 240 All BSABS 2003-AC4 155 001 BSABS 2003-AC6 169 001 BSABS 2003-AC7 173 001 BSABS 2004-AC1 187 001 BSABS 2004-AC2 102 001 BSABS 2004-AC4 118 001 BSABS 2004-AC5 128 001 BSABS 2004-AC6 128 002 BSABS 2005-AC1 128 003 BSABS 2005-AC2 128 005 BSABS 2005-AC3 128 006 BSABS 2005-AC4 128 007 BSABS 2005-AC5 128 008 BSABS 2005-AC6 128 009 BSABS 2005-AC7 128 010
(page) Schedule A Annual Statement of Compliance
Deal name INV CAT BSABS 2005-AC8 128 011 BSABS 2005-AC9 128 012 BSABS 2007-SD3 128 015 BSABS I 2006-SD 679 001 BSALTA 2003-2 860 001 BSALTA 2003-7 176 001 BSALTA 2004-12 145 001 BSALTA 2004-3 199 001 BSALTA 2004-6 114 001 BSALTA 2005-10 969 001 BSALTA 2005-7 258 001 BSALTA 2005-8 274 001 BSALTA 2005-9 292 001 BSALTA 2006-03 605 001 BSALTA 2006-1 961 001 BSALTA 2006-2 800 001 BSALTA 2006-4 853 001 BSALTA 2006-5 532 001 BSALTA 2006-8 673 001 BSARM 2003-5 777 001 BSARM 2003-6 161 001 BSARM 2003-8 170 001 BSARM 2003-9 172 001 BSARM 2004-1 182 001 BSARM 2005-6 264 001 BSART 2003-04 764 001 BSART 2002-11 761 001 BSART 2002-AC1 758 001 BSART 2003-1 762 001 BSSLT 2007-SV1 851 All CFSB 2004-1 189 001 CFSB 2004-AR2 188 001 CMLTI 2004-2 836 001 CSMC 2006-8 591 001 CSMC 2007-1 784 All CSMC 2012-CIM1 R98 All CSMC Trust 2012-CIM2 S23 All CSMC Trust 2012-CIM3 S48 All DBALT 2006-1 960 001 DBALT 2006-AB4 546 001 DBALT 2006-AF1 806 001 DBALT 2006-AR5 620 001 DBALT 2007-2 579 All DBALT 2007-AB1 879 All FNGT 2002-T18 752 001 FNGT 2002-T19 722 001
(page) Schedule A Annual Statement of Compliance
Deal name INV CAT FNGT 2003-W3 683 001 FNGT 2004-T1 186 001 FNGT 2004-T2 191 001 FNGT 2004-T3 106 001 FNMA 2002-66 797 001 FNMA 2003-18 548 001 FNMA 2003-63 781 001 FNMA 2003-W12 688 001 FNMA 2003-W14 734 001 FNMA 2003-W15 707 001 FNMA 2003-W18 708 001 FNMA 2003-W19 733 001 FNMA 2003-W6 771 001 FNMA 2003-W8 763 001 FNMA 2004-1 720 001 FNMA 2004-W11 198 001 FNMA 2004-W12 119 001 FNMA 2004-W9 109 001 FNMA 2005-W1 100 001 FNT 2003-W17 787 001 FNTG 2003-W2 689 001 GE Capital Mtg portfolio R49 001 GECSI 842 001 GSAA 2007-9 910 All GSMPS 03-2 756 001 GSMPS 2005-RP1 657 001 GSMPS2004-1 555 001 GSR 2005-9F 973 001 GSR 2006-1F 967 001 GSR 2007-3F 967 009 GSR 2007-AR1 967 008 GSR 2007-AR2 967 010 HARBOR 2004-10 149 001 INP1837 854 001 INPC 2003-1 922 001 JPALT 2005-A2 975 001 JPALT 2005-S1 983 001 JPALT 2006-A1 883 001 JPALT 2006-A2 554 001 JPALT 2006-A3 524 001 JPALT 2006-A4 526 001 JPALT 2006-A6 597 001 JPALT 2006-S1 895 001 JPALT 2006-S2 569 001 JPALT 2006-S3 521 001 JPALT 2006-S4 656 001
(page) Schedule A Annual Statement of Compliance
Deal name INV CAT JPALT 2007-A2 760 All JPALT 2007-S1 730 All JPMMT 2003-A1 166 001 JPMMT 2003-A2 171 001 JPMMT 2004-A1 183 001 JPMMT 2004-A2 101 001 JPMMT 2004-A3 111 001 JPMMT 2004-A4 115 001 JPMMT 2004-A6 140 001 JPMMT 2004-S2 141 001 JPMMT 2005 A-5 253 001 JPMMT 2005-A1 206 001 JPMMT 2005-A2 217 001 JPMMT 2005-A3 229 001 JPMMT 2005-A4 245 001 JPMMT 2005-A6 267 001 JPMMT 2005-A7 283 001 JPMMT 2005-A8 993 001 JPMMT 2005-ALT1 997 001 JPMMT 2005-ALT1 997 004 JPMMT 2005-S1 207 001 JPMMT 2005-S2 276 001 JPMMT 2005-S3 974 001 JPMMT 2006-A1 962 001 JPMMT 2006-A2 801 001 JPMMT 2006-A3 559 001 JPMMT 2006-A4 737 001 JPMMT 2006-A6 590 001 JPMMT 2006-A7 739 001 JPMMT 2006-S1 802 001 JPMMT 2006-S2 520 001 JPMMT 2006-S3 525 001 JPMMT 2007-A3 280 All JPMMT 2007-A4 793 All JPMMT 2007-S1 819 All JPMMT 2007-S2 822 All JPMMT 2007-S3 586 All JPMORGAN 845 001 LUMINT CAP 05-1 994 001 MALT 2002-1 911 001 MALT 2003-5 923 006 MALT 2003-6 923 009 MALT 2003-8 923 015 MALT 2003-9 923 016 MALT 2004-1 923 018 MALT 2004-10 923 039
(page) Schedule A Annual Statement of Compliance
Deal name INV CAT MALT 2004-11 923 042 MALT 2004-12 923 045 MALT 2004-13 923 048 MALT 2004-2 923 022 MALT 2004-3 923 024 MALT 2004-4 923 027 MALT 2004-5 923 031 MALT 2004-6 923 033 MALT 2004-7 923 035 MALT 2004-8 923 038 MALT 2004-9 923 036 MALT 2005-1 923 049 MALT 2005-2 923 052 MALT 2005-3 923 053 MALT 2005-4 923 056 MALT 2005-5 923 059 MALT05-6 984 001 MALT2005-3 R60 001 MANA 2007-A1 780 All MANA 2007-A2 878 All MANA 2007-AF1 856 All MARM 2002-3 918 001 MARM 2003-2 923 004 MARM 2003-4 923 010 MARM 2003-5 923 013 MARM 2004-1 923 019 MARM 2004-10 923 040 MARM 2004-11 923 043 MARM 2004-15 923 047 MARM 2004-3 923 025 MARM 2004-4 923 029 MARM 2004-5 923 030 MARM 2005-1 923 050 MARM 2005-2 923 051 MARM 2005-3 923 055 MARM 2005-6 923 058 MARM2005-03 R61 001 MARM2005-6 R65 001 MAST 2003-10 923 012 MAST 2003-11 923 014 MAST 2003-8 923 008 MAST 2003-9 923 011 MAST2004-10 R56 001 MAST2004-11 R57 001 MAST2004-4 R53 001 MAST2004-6 R54 001
(page) Schedule A Annual Statement of Compliance
Deal name INV CAT MAST2004-9 R55 001 MASTER 2005-2 R71 All MASTR 2001-3 908 001 MASTR 2002-7 923 001 MASTR 2002-8 924 001 MASTR 2003-12 923 017 MASTR 2003-6 923 003 MASTR 2003-7 923 005 MASTR 2004-1 923 020 MASTR 2004-10 923 044 MASTR 2004-11 923 046 MASTR 2004-3 923 023 MASTR 2004-4 923 026 MASTR 2004-5 923 028 MASTR 2004-6 923 032 MASTR 2004-8 923 034 MASTR 2004-9 923 037 MASTR 2004-P2 923 021 MASTR 2005-1 923 057 MASTR 2005-AB1 923 061 MASTR2005-01 R64 001 ML BUSA 2001A 900 001 MLC 2003-D 153 001 MLC 2003-G 168 001 MLCC 05-3 992 001 MLCC 2003-A 902 001 MLCC 2003-B 885 001 MLCC 2003-C 915 001 MLCC 2003-E 154 001 MLCC 2003-H 174 001 MLCC 2004-1 147 001 MLCC 2004-A 195 001 MLCC 2004-B 107 001 MLCC 2004-C 110 001 MLCC 2004-D 127 001 MLCC 2004-E 132 001 MLCC 2004-F 148 001 MLCC 2004-G 167 001 MLCC 2004-HB1 117 001 MLCC 2005-1 224 001 MLCC 2005-2 277 001 MLCC 2005-A 215 001 MLCC 2005-B 243 001 MLCC 2006-02 626 001 MLCC 2006-1 892 001 MLCC 2006-3 607 001
(page) Schedule A Annual Statement of Compliance
Deal name INV CAT MLCC 2007-1 788 All MLCC 2007-2 855 All MLCC 2007-3 PSA 674 All MLCC 2007-WL1 901 All MLCC 2007-WL2 533 All MLCC 2007-WL3 PSA 638 All MLMBS 2007-1 846 All MLMBS 2007-3 889 All MLMI 2002-A3 898 001 MLMI2003 A2 837 001 MLMI 2003-A3 930 001 MLMI 2003-A4 151 001 MLMI 2004-A1 181 001 MLMI 2005-A4 234 001 MLMI 2005-A8 988 001 MLMI 2005-SL2 256 001 MLMI 2006-A4 529 001 MLMI 2006-AF1 584 001 MLMI 2006-AF1 584 001 MLMI 2006-AF2 599 001 MLMI A10 976 001 MLMIA9 977 001 MSCC HELOC Trust 2007-1 H55 All MSDWCC HELOC Trust 2003-1 H52 All MSDWCC HELOC Trust 2003-2 H56 All MSDWCC HELOC Trust 2005-1 H54 All MSM 2004-10AR 137 001 MSM 2004-11R 200 001 MSM 2004-2AR 190 001 MSM 2004-3 108 001 MSM 2004-4 124 001 MSM 2004-5AR 113 001 MSM 2004-6AR 116 001 MSM 2004-7AR 125 001 MSM 2004-8AR 129 001 MSM 2004-9 136 001 MSM 2005-2AR 218 001 MSM 2005-4 263 001 MSM 2005-5AR 273 001 MSM 2005-7 990 001 MSM 2006-11 530 001 MSM 2006-12XS 539 001 MSM 2006-15XS 596 001 MSM 2006-2 964 001 MSM 2006-7 757 001 MSM 2007-1XS 792 All
(page) Schedule A Annual Statement of Compliance
Deal name INV CAT MSM 2007-6XS 817 All MSSTR 2004-1 923 041 MSSTR 2005-1 923 054 MSSTR 2005-2 923 060 MSSTR2005-01 R62 001 NORTH FORK BANK 194 001 NORTHWES SAS 696 001 NORWEST 585 001 NORWEST 873 001 NORWEST 93-1 630 001 NORWEST 998 575 001 NORWEST FUNDING 847 002 PHH 2007-SL1 205 All PHHAM 2007-1 810 All PHHAM 2007-2 192 All PHHAM 2007-3 660 All PHHMC 2008-CIM1 G37 All PHHMC 2008-CIM2 G56 All PNC 07-2004 121 001 Portfolio acquired P38 All Portfolio from Wachovia merger G68 All Portfolio from Wachovia merger G69 All PRIME 2004-CL1 180 001 PRIME 2004-CL2 196 001 PRIME 2005-2 248 001 PRIME 2005-5 978 001 PRIME 2006-CL1 624 001 RBSG3-05-A 287 001 RBSGC 2007-B 823 All Retrade from Chimera 598 All RMAC 2001-D S20 All RMAC Grantor Trust 2012-2 S22 All RMAC Remic Trust 2012-1 S21 All ROOSEVELT NAV TST 08-1 G44 All ROOSEVELT NAV TST 08-2 G45 All ROOSEVELT NAV TST 08-3 G46 All SAIL 2004-7 120 001 SAMI II 2005-AR5 285 001 SEMT 2007-2 179 018 SEMT 2007-3 179 019 SEMT 2007-4 179 020 SEMT 2011-1 G90 001 SEMT 2011-2 G90 003 SEMT 2012-1 R87 All SEMT 2012-2 R97 All SEMT 2012-3 S24 All
(page) Schedule A Annual Statement of Compliance
Deal name INV CAT SEMT 2012-4 S40 All SEMT 2012-5 S42 All SEMT 2012-6 S47 All SEQUOIA 10 921 001 SEQUOIA 11 913 001 SEQUOIA 2003-1 929 001 SEQUOIA 2003-2 929 002 SEQUOIA 2003-5 929 003 SEQUOIA 2003-8 929 004 SEQUOIA 2004-01 179 001 SEQUOIA 2004-02 179 002 SEQUOIA 2004-03 179 003 SEQUOIA 2004-04 179 004 SEQUOIA 2004-05 179 005 SEQUOIA 2004-06 179 006 SEQUOIA 2004-07 179 007 SEQUOIA 2004-08 179 008 SEQUOIA 2004-09 179 009 SEQUOIA 2004-10 179 010 SEQUOIA 2004-11 179 011 SEQUOIA 2004-12 179 012 SEQUOIA 2005-01 179 013 SEQUOIA 2005-02 179 014 SEQUOIA 2005-03 179 015 SEQUOIA 2005-04 179 016 Sequoia 2007-1 179 017 SEQUOIA 7 910 001 Sequoia HELOC Trust 2004-1 H51 All TMST 2003-1 927 001 TMST 2003-2 927 002 TMST 2003-3 927 004 TMST 2003-4 927 003 TMST 2003-5 927 005 TMST 2003-6 927 006 TMST 2004-1 927 007 TMST 2004-2 927 008 TMST 2005-3 927 009 WACH TO DLJ 818 All WACHOVIA 558 001 WACHOVIA 587 001 WACHOVIA BANK 550 001 WACHOVIA BANK 628 001 WACHOVIA INV 208 001 Wachovia portfolio R11 001 Wahovia Portfolio 867 001 WELLS FARGO 770 001
(page) Schedule A Annual Statement of Compliance
Deal name INV CAT WELLS FARGO 871 001 Wells Fargo portfolio from CUNA R51 001
EX-35.4 20 smt12001_35-4.txt 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 21 smt12001_35-5.txt 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 22 smt12001_35-6.txt 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)") 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.