UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2013
or
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
333-159791-05
(Commission File Number of issuing entity)
Sequoia Mortgage Trust 2012-1
(Exact name of issuing entity as specified in its charter)
333-159791-01
(Commission File Number of depositor)
Sequoia Residential Funding, Inc.
(Exact name of depositor as specified in its charter)
RWT Holdings, Inc.
(Exact name of sponsor as specified in its charter)
New York
(State or other jurisdiction of incorporation or organization of the issuing entity)
38-3867571
38-3867572
38-3867573
(I.R.S. Employer Identification No.)
c/o Citibank, N.A. | ||
388 Greenwich Street, 14th Floor | ||
New York, New York | 10013 | |
(Address of principal executive offices of the issuing entity) | (Zip Code) |
(212) 816-5693
(Telephone number, including area code)
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 x No
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 x No
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. x Yes ¨ 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 (§ 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 (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A.
Not Applicable
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes x No
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 registrants 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 registrants classes of common stock, as of the latest practicable date.
Not Applicable
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K/A (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
Not applicable
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to our Annual Report on Form 10-K (the Form 10-K) for the fiscal year ended December 31, 2013, as filed with the Securities and Exchange Commission on March 28, 2014, is to revise Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria in the body of the Form 10-K to provide additional information as to the material instance of noncompliance disclosed by PHH Mortgage Corporation in its assessment of compliance with applicable servicing criteria, which is Exhibit 33.3 to the Form 10-K.
No other changes have been made to the Form 10-K other than the change described above. This Amendment No. 1 to the Form 10-K does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
PART I
Item 1. Business.
Omitted.
Item 1A. Risk Factors.
Omitted.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Omitted.
Item 3. Legal Proceedings.
Omitted.
Item 4. Mine Safety Disclosures.
Omitted.
PART II
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Omitted.
Item 6. Selected Financial Data.
Omitted.
Item 7. Managements 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 DISLCOSURE ITEMS REQUIRED BY GENERAL INSTRUCTION J(2)
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 Redwood Trust, Inc., our subsidiary, Sequoia Residential Funding, Inc. (SRF), 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, 2013, the FHLB-Seattle has received approximately $114.4 million of principal and $11.0 million of interest payments in respect of the Seattle Certificate. As of December 31, 2013, the Seattle Certificate had a remaining outstanding principal amount of approximately $19.0 million. The claims were subsequently dismissed for lack of personal jurisdiction as to Redwood Trust and SRF. Redwood 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-Seattles claims against the underwriters of this RMBS were not dismissed and remain pending. Regardless of the outcome of this litigation, Redwood 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 SRF 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 SRF, Schwab alleges that SRF 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, 2013, Schwab has received approximately $12.7 million of principal and $1.3 million of interest payments in respect of the Schwab Certificate. As of December 31, 2013, the Schwab Certificate had a remaining outstanding principal amount of approximately $2.1 million. SRF has denied Schwabs allegations. We intend to defend the action vigorously. Redwood 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, Redwood 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 SRF 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 RMBS sold or issued by the FHLB-Chicago Defendants or entities controlled by them. FHLB-Chicago subsequently amended the complaint to name Redwood Trust, Inc. and another one of our subsidiaries, RWT Holdings, Inc., as defendants. With respect to Redwood Trust, Inc., RWT Holdings, Inc., and SRF, the FHLB-Chicago alleges that SRF, Redwood Trust, Inc., and RWT Holdings, Inc. 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. §78A-8(2) & §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, as of December 31, 2013, the FHLB Chicago has received approximately $72.3 million of principal and $24.2 million of interest payments in respect of this Chicago Certificate. As of December 31, 2013, this Chicago Certificate had a remaining outstanding principal amount of approximately $32.0 million (after taking into account approximately $1.0 million of principal losses allocated to this Chicago Certificate). The second of the Chicago Certificates was issued with an original principal amount of approximately $379 million and, as of December 31, 2013, the FHLB Chicago has received approximately $258.6 million of principal and $81.5 million of interest payments in respect of this Chicago Certificate. As of December 31, 2013, this Chicago Certificate had a remaining outstanding principal amount of approximately $113.7 million (after taking into account approximately $6.3 million of principal losses allocated to this Chicago Certificate). SRF, Redwood Trust, Inc., and RWT Holdings, Inc. have denied FHLB-Chicagos allegations. This case is in early stages of discovery, and no trial date has been set. We intend to defend the action vigorously. Redwood 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, Redwood 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 sponsors 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 either directly or indirectly wholly-owned subsidiaries of Redwood Trust, Inc. 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 arms length transaction with an unrelated third party, between (a) any of the seller, the sponsor, the depositor and the issuing entity on the one hand and (b) any of the trustee, any servicer, the custodian, the master servicer or either originator of the mortgage loans on the other hand.
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on assessment of compliance with the servicing criteria for asset-backed securities and the related attestation reports on such assessments of compliance are attached hereto under Item 15.
The registrant has prepared the Table below in connection with this transaction. The Table shows, in one compiled format, which entity participating in a servicing function for this transaction was assigned responsibility for each criterion in Item 1122(d). In the Table below, certain criteria are not applicable, given the structure of the offering, and accordingly no entity is assigned responsibility for such criteria.
Also, U.S. Bank National Association (U.S. Bank) the trustee, does not participate in any servicing function for the transaction that is the subject of this 10-K/A filing. Therefore, there is no reference to U.S. Bank in the chart below; nor does this 10-K/A filing include any assessment or auditor report from U.S. Bank. Finally, any discrepancies between the chart below and the assessment of compliance exhibit provided by any party listed in the chart is explained by the fact that the chart is specific to the transaction that is the subject of this 10-K/A filing, whereas each partys respective assessment of compliance is issued on a platform basis and includes coverage of other additional transactions that are not the subject of this 10-K/A filing.
SEQUOIA RESIDENTIAL FUNDING, INC.
SEMT 2012-1
Reg AB 1122(d)
Regulation AB |
Servicing Criteria |
Wells Fargo |
PHH |
First |
Cenlar, |
Redwood |
Select |
Wells Custodian | ||||||||
General Servicing Considerations |
||||||||||||||||
1122(d)(1)(i) |
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. | X | X | X | X | X |
1122(d)(1)(ii) |
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third partys performance and compliance with such servicing activities. | X | X | X | X | X | ||||||||||
1122(d)(1)(iii) |
Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||
1122(d)(1)(iv) |
A fidelity bond and errors and 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. | X | X | X | X | X | ||||||||||
Cash Collection and Administration |
||||||||||||||||
1122(d)(2)(i) |
Payments on pool assets are deposited into the appropriate bank collection accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. | X | X | X | X | X |
1122(d)(2)(ii) |
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. | X | X | X | X | X | ||||||||||
1122(d)(2)(iii) |
Advances of funds or guarantees 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. | X | X | X | X | X | X | |||||||||
1122(d)(2)(iv) |
The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. | X | X | X | X | X |
1122(d)(2)(v) |
Each collection account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, federally insured depository institution with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. | X | X | X | X | X | ||||||||||
1122(d)(2)(vi) |
Unissued checks are safeguarded so as to prevent unauthorized access. | X | X | X | X | |||||||||||
1122(d)(2)(vii) |
Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including collection accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. | X | X | X | X | X |
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 investors or the trustees records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. | X | X (Except NOT 1122(d)(3) (i)(C)) |
X (Except NOT 1122(d)(3) (i)(C)) |
X | |||||||||||
1122(d)(3)(ii) |
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. | X | X | X | X | |||||||||||
1122(d)(3)(iii) |
Disbursements made to an investor are posted within two business days to the Servicers investor records, or such other number of days specified in the transaction agreements. | X | X | X | X |
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. | X | X | X | X | |||||||||||
Pool Asset Administration | ||||||||||||||||
1122(d)(4)(i) |
Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. | X | X | X | X | |||||||||||
1122(d)(4)(ii) |
Pool assets and related documents are safeguarded as required by the transaction agreements. | X | X | X | X | |||||||||||
1122(d)(4)(iii) |
Any additions, removals or substitutions to the asset pool are made, reviewed & approved in accordance with any conditions or requirements in the transaction agreements. | X | X | X |
1122(d)(4)(iv) |
Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicers 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. | X | X | X | X | |||||||||||
1122(d)(4)(v) |
The Servicers records regarding the pool assets agree with the Servicers records with respect to an obligors unpaid principal balance. | X | X | X | X |
1122(d)(4)(vi) |
Changes with respect to the terms or status of an obligors 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. | X | X | X | X | |||||||||||
1122(d)(4)(vii) |
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. | X | X | X | X | |||||||||||
1122(d)(4)(viii) |
Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entitys 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., illness or unemployment). | X | X | X | X |
1122(d)(4)(ix) |
Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. | X | X | X | X | |||||||||||
1122(d)(4)(x) |
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligors pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements. | X | X | X | X |
1122(d)(4)(xi) |
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. | X | X | X | X | |||||||||||
1122(d)(4)(xii) |
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicers funds and not charged to the obligor, unless the late payment was due to the obligors error or omission. | X | X | X | X | |||||||||||
1122(d)(4)(xiii) |
Disbursements made on behalf of an obligor are posted within two business days to the obligors records maintained by the servicer, or such other number of days specified in the transaction agreements. | X | X | X | X | |||||||||||
1122(d)(4)(xiv) |
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. | X | X | X | X | X |
1122(d)(4)(xv) |
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Wells Fargo Bank, N.A.
The assessment of compliance with applicable servicing criteria for the twelve months ended December 31, 2013, furnished pursuant to Item 1122 of Regulation AB by the Corporate Trust Services division of Wells Fargo Bank, National Association (the 2013 Wells Fargo Assessment) for its platform, discloses that material instances of noncompliance occurred with respect to the servicing criteria described in Item 1122(d)(3)(i)(B) and Item 1122(d)(3)(ii) of Regulation AB. The 2013 Wells Fargo Assessment is attached to this Form 10-K/A as exhibit 33.8.
Managements 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 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. |
Managements Discussion on Material Instances of Noncompliance by the Company
I. Defined Terms.
For purposes of this Schedule B, reference is made to the following defined terms.
| 2013 Assessment means, with respect to the RMBS Bond Administration Platform, the assessment of compliance with applicable Item 1122(d) servicing criteria prepared by Management for the Period. |
| 2013 Attestation means the compliance attestation report of KPMG LLP, the independent registered public accounting firm engaged by the Company to issue such compliance attestation report in connection with the 2013 Assessment, for the Period. |
| 2013 Item 1122 Compliance Reports means the 2013 Assessment and 2013 Attestation. |
| Identified Payment Errors means, with respect to the Period, the payment errors identified as of the date of this report through normal business procedures and through other procedures, including procedures performed in connection with the preparation of the 2013 Item 1122 Compliance Reports, that led to the determination that there was a material instance of noncompliance for the RMBS Bond Administration Platform with respect to Item 1122(d)(3)(ii) of Regulation AB. |
| Identified Reporting Errors means, with respect to the Period, the reporting errors identified as of the date of this report through normal business procedures and through other procedures, including procedures performed in connection with the preparation of the 2013 Item 1122 Compliance Reports, that led to the determination that there was a material instance of noncompliance for the RMBS Bond Administration Platform with respect to Item 1122(d)(3)(i)(B) of Regulation AB. |
| Model means for any RMBS transaction in the RMBS Bond Administration Platform, the Model Input, the Model Output Transmission, the Model Program and the processes related to the Model Input, Model Output Transmission and the Model Program that function together for the purpose of calculating payments in accordance with the requirements of relevant transaction agreements. |
| Model Errors refers to Model Input Errors, Model Program Errors and Model Output Transmission Errors. |
| Model Input means data that is transmitted electronically or manually to a Model such as data from a servicer, data from financial services information providers, cash adjustments (such as reimbursable expenses) and information from programs that perform interim calculations. |
| Model Input Error means inaccurate or incomplete Model Input information, inaccuracies in receiving or processing Model Input information or inaccuracies in manual non-automated processing that in each case lead to a payment error and/or a reporting error. |
| Model Output Transmission means the transmission of the output from each Model to the processes and systems that generate investor payments and reports. |
| Model Output Transmission Error means an inaccurate or untimely transmission of the output from each Model to the processes and systems that generate investor payments and reports that leads to a payment error and/or a reporting error. |
| Model Program means Model programming logic designed to calculate payments in accordance with transaction agreement requirements. |
| Model Program Error means inaccurate or incomplete programming or logic in a Model Program that does not produce calculations in accordance with the transaction agreements and therefore causes a payment error and/or a reporting error. |
II. General
Through its normal business procedures and through other procedures, including procedures performed in connection with the preparation of the 2013 Item 1122 Compliance Reports, the Company determined that Identified Payment Errors and Identified Reporting Errors occurred during the Period on certain RMBS transactions in the RMBS Bond Administration Platform. Although no individually identified error, in and of itself, was found to be material to the RMBS Bond Administration Platform, Management determined that, for RMBS Bond Administration Platform purposes, the aggregate number of errors constituted material noncompliance with respect to both Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii) of Regulation AB. All of the Identified Payment Errors and Identified Reporting Errors were addressed as further discussed in the Remediation section below.
In some instances, the Identified Payment Errors were also considered material to the transactions on which they occurred. None of the Identified Reporting Errors were considered material for a particular transaction. For all transactions in the RMBS Bond Administration Platform, Management delivered an Item 1123 certification to the extent it was obligated to do so under the applicable transaction agreements and Regulation AB. Where an Identified Payment Error was considered material for an individual transaction, the Item 1123 certification for that transaction included a description of the nature and status of such error.
The Company developed a unique Model for each transaction in its RMBS Bond Administration Platform. On the whole, there are millions of calculations performed by the Models each distribution period for the thousands of transactions in the RMBS Bond Administration Platform. The Companys waterfall payment calculation and reporting functions can be categorized into three processes: (i) Model Inputs, (ii) Model Programs, and (iii) Model Output Transmissions.
The Identified Payment Errors that occurred during the Period were attributable to Model Errors that occurred on certain RMBS transactions. As in 2011 and 2012, the Model Errors generally occurred due to the significant deterioration in mortgage loan performance1 experienced by many RMBS transactions over the past several years. This deterioration in performance continues to impact Models and has led to increased Model Input Errors and Model Program Errors.2 The Identified Reporting Errors that occurred during the Period were attributable to the Identified Payment Errors and missing or inaccurate information on the investor reports.
1 | The significant deterioration in mortgage loan performance is evidenced by the fact that over 50 percent of the RMBS transactions in the Companys RMBS Bond Administration Platform have reached credit support depletion. Credit support depletion is a significant event because waterfall payment priorities for the senior bonds typically change at that point. |
2 | High levels of RMBS mortgage loan performance deterioration impact waterfall calculations because such deterioration contributes to Model Input Errors. One example of such Model Input Errors relates to the extensive level of mortgage loan delinquencies and the resulting extensive levels of servicer advancing. High levels of advancing lead to both high advance recoveries by servicers in single distribution periods and increased servicer stop advance decisions. These phenomena require manual processing which can result in Model Input Errors. |
The high level of RMBS mortgage loan performance deterioration has also contributed to Model Program Errors. The extensive collateral losses in RMBS transactions have triggered waterfall scenarios that were considered unlikely to occur at the inception of the transactions (if they were considered at all) and were not as clearly detailed as other provisions in the transaction agreements that direct waterfall calculations and distributions. Because such waterfall scenarios were not forecasted by issuers and underwriters, the Company was not provided with the necessary benchmark data needed to adequately test and validate the waterfall scenarios triggered by the unanticipated deterioration of mortgage loan performance. In turn, this inability to test the application of the waterfall in the extremely stressed conditions that thereafter occurred contributed to the occurrence of Model Program Errors.
Model Programs and Model Inputs and the processes related to Model Programs and Model Inputs are, over the life of a transaction, constantly being adjusted in an effort to ensure accurate payments and reporting. Continual adjustments are required because the transactions and securities to which the Models relate are very complex and the technology and processes related to Model Programs and Model Inputs are equally complex. The level of adjustment needed for Model Programs, Model Inputs and related processes has increased as mortgage loan performance deterioration increased. The Identified Payment Errors and Identified Reporting Errors occurred during the Period notwithstanding these Model adaptations and adjustments. As further discussed in the Remediation section below, there are ongoing efforts to identify, correct and prevent problems with Models in an effort to minimize future payment and reporting errors.
III. Scope of the Material Instances of Noncompliance
A. Identified Payment Errors. During the Period, there were approximately 1033 Identified Payment Errors on RMBS transactions in the RMBS Bond Administration Platform. The Identified Payment Errors resulted from Model Input Errors, Model Program Errors and Model Output Transmission Errors.4
| Roughly half of the Identified Payment Errors resulted from Model Input Errors. |
| The majority of the Model Input Errors were manual processing errors. |
| Other Model Input Errors related to incorrectly interpreting and processing servicer reporting data relating to mortgage loan modifications. |
| Approximately one-third of the Identified Payment Errors resulted from Model Program Errors. |
| Some of the Model Program Errors related to credit support depletion Model programming logic. For example, in several RMBS transactions, the Model Program incorrectly allocated losses to various classes of senior certificates after credit support depletion which in turn caused the balance of such classes of senior certificates to be miscalculated. These balance errors led to errors in the calculation of both interest and principal and Identified Payment Errors ensued. Since accrued interest on the senior certificates is calculated by multiplying the balance of the certificates by the interest rate, interest was incorrectly calculated. Since certain allocations of principal are dependent on the relative balance of the impacted classes, payments of principal were also incorrectly calculated. |
3 | For purposes of tabulating this number, the Company counted each Identified Payment Error as one error regardless of how many distribution periods were impacted. Some of the Identified Payment Errors impacted more than one distribution period. |
4 | The term Model Output Transmission and Model Output Transmission Error was not used in Managements 2012 assessment of compliance with applicable servicing criteria originally dated February 28, 2013 and re-issued on December 20, 2013. However, the concepts represented by such terms were reflected in the terms Model Input and Model Input Error. The Company decided that separating those errors into a third category for purposes of the 2013 Assessment would provide more detailed disclosure. |
| Most of the Model Program Errors occurred because waterfall payment logic that was unrelated to credit support depletion was incorrectly programmed due to human error. Many of these Model Program Errors resulted in interest and/or principal payments not being calculated in accordance with the applicable provisions in the transaction agreements. |
| The remainder of the Identified Payment Errors resulted from Model Output Transmission Errors. |
| Several of the Model Output Transmission Errors occurred because payment information was not released to the payment system for the affected transactions in time and the distribution was delayed by approximately one to two business days. |
| Other Model Output Transmission Errors occurred because incorrect Model Output information was provided to the Depository Trust Company or certificate insurers. |
| In some cases, the Identified Payment Errors were a combination of overpayments to one or more classes of securities or transaction parties and corresponding underpayments to one or more other classes of securities or other transaction parties. These Identified Payment Errors consisting of overpayments and underpayments netted to zero because all the cash that was received from a transaction party in a payment cycle was distributed to investors or other transaction parties on the related payment date(s). |
| In other cases, the Identified Payment Errors did not net to zero on the related payment dates(s) when either the Company inadvertently distributed (i) less than the required distribution on the related payment date leaving cash in a transaction account, or (ii) more than the required distribution on the related payment date causing an overdraft in a transaction account. The scenario described in clause (i) of the preceding sentence explains the majority of circumstances where overpayments and underpayments did not net to zero. An example of the clause (i) scenario relates to the Model Output Transmission Errors described above where the distribution was delayed by approximately one to two business days. |
| As further described in the Remediation section below, the Company has taken appropriate corrective action, or is in the process of determining appropriate corrective action, for all the Identified Payment Errors. |
B. Identified Reporting Errors. For the Period, there were approximately 1725 Identified Reporting Errors on RMBS transactions in the RMBS Bond Administration Platform.
| The majority of the Identified Reporting Errors resulted from the Identified Payment Errors. Inaccurate payments led to inaccurate reporting. |
5 | For purposes of tabulating this number, the Company counted each Identified Reporting Error as one error regardless of how many distribution periods were impacted. Some of the Identified Reporting Errors impacted more than one distribution period. |
| The remainder of the Identified Reporting Errors were unrelated to the Identified Payment Errors. |
| Most of the remainder of the Identified Reporting Errors resulted from inaccurate/incomplete bond reporting. Some examples of these Identified Reporting Errors include inaccurate reporting variables related to investor payments, incorrect tranche balance reporting, and incorrect trigger reporting. |
| Other of the remainder of the Identified Reporting Errors resulted from inaccurate/incomplete mortgage loan reporting. Some examples of these Identified Reporting Errors include incorrect information on the collateral statement portion of the investor report, missing delinquency reporting, and missing loan level performance reporting. |
| Investors received notice of Investor Reporting Errors by either a revised statement in connection with a restatement of the affected distributions or by correcting the reporting error on a subsequent payment date statement. |
C. Comparison of 2013 Identified Payment Errors and Identified Reporting Errors to 2012 Payment and Reporting Errors
The 2013 Identified Payment Errors and the Identified Reporting Errors were generally similar in type to the payment and reporting errors that led to the material instances of noncompliance disclosed on Managements 2012 assessment of compliance with applicable servicing criteria. However the errors generally occurred on different transactions than 2012. Moreover, the specific circumstances that gave rise to the errors in 2013 generally differed from the circumstances experienced in 2012. In a few cases, the same transaction was impacted in both 2012 and 2013 because the error carried over from monthly distribution periods in 2012 to monthly distribution periods in 2013. As a result, the error affected both the 2013 Assessment and the 2012 assessment of compliance with applicable servicing criteria. The correction of the 2013 Identified Payment Errors and Identified Reporting Errors was specific to the affected transactions and such correction does not preclude the possibility that a similar type of error would occur on a different transaction in 2014.
Examples of Model Program Errors that occurred similarly in both years involve (i) post-credit support depletion loss allocation methodology and payment priority rules, and (ii) the calculation of group-directed cash flows, interest calculation elements, and pre-credit support depletion loss allocation methodology.
Examples of Model Input Errors that occurred similarly in both years involve (i) improper coding of cash adjustments and using incorrect prior month data, (ii) loan modification inputs related to capitalization of delinquent amounts and the recovery of advances related thereto and modified interest rates in certain transaction structures, and (iii) cash adjustments related to servicer advance reimbursements that caused errors in certain calculations (e.g., the net weighted average coupon rate calculations).
While there were Model Output Transmission Errors in 2012 that contributed to the determination that there was a material instance of noncompliance with respect to Item 1122(d)(3)(ii) of Regulation AB for 2012, they generally differed from the Model Output Transmission Errors experienced in 2013. Most of the 2013 Model Output Transmission Errors were untimely transmissions of output from the related Models whereas the Model Output Transmission Errors in 2012 were timely but inaccurate transmissions of output from the related Models.
Comparing the Identified Reporting Errors in 2013 to the identified reporting errors in 2012, a substantial number in each year were caused by the payment errors (i.e., reporting an incorrect payment). There were other reporting errors in both years that related to missing and incorrect bond information and missing and incorrect mortgage loan information.
IV. Remediation
The Company has taken appropriate corrective action, or is in the process of determining appropriate corrective action, for all the Identified Payment Errors. The Identified Payment Errors for which such corrective action has been taken were rectified by means of (i) restating all affected distribution periods6, (ii) in one case, adjusting the affected distribution periods on a future distribution date7, and (iii) with respect to the Model Output Transmission Errors described in the Scope section above where the distribution was delayed by approximately one to two business days, making the additional required distribution. The restatements and adjustments occurred between January 2013 and February 2014. Investors received notice of such restatements and adjustments by means of posting revised payment date statements to the Companys corporate trust website (www.ctslink.com).
The Company has also taken appropriate corrective action, or is in the process of determining appropriate corrective action, for all of the Identified Reporting Errors. The Identified Reporting Errors for which such corrective action has been taken were addressed either through the issuance of a revised payment date statement (possibly in connection with a restatement of the affected distribution period) or through including the corrected reporting element on the next payment date statement.
Further, with respect to RMBS transactions generally in the RMBS Bond Administration Platform, the Company is engaged in an ongoing effort to examine and adjust waterfall calculations, operational processes and quality control measures applied to the payment calculation and reporting process in an effort to minimize future errors. To that end, the Company has undertaken an expansive project to identify, correct and prevent problems with its Models and the individual transactions that exhibited these problems. Due to the complexity of the issues and transactions involved, this is a long term, intensive project involving significant internal and external resources. In conjunction with other steps taken, the Company believes that these efforts will result in ongoing improvements to its payment and reporting processes.
Throughout 2012 and 2013, the Company has adopted numerous other initiatives in an effort to add rigor to its operational processes and quality control measures. The initiatives relate to both preventing Model Errors and identifying and correcting Model Errors. Examples of measures to prevent Model Errors include, among other things, enhancements to its (i) new Model creation procedures, (ii) procedures for pre-closing review of waterfall language in transaction agreements, and (iii) procedures for pre-payment date testing of transaction level payment calculations and reporting elements. Examples of measures to identify and correct Model Errors include, among other things, (a) enhanced procedures relating to Model revisions, (b) the creation of a team charged with conducting a careful analysis of every Model Error to determine if any additional controls are necessary to prevent the errors from re-occurring, and (c) the creation of a team to proactively perform Model Program corrections to prevent future Model Errors. The Company has hired a significant number of additional staff and reorganized various teams to more effectively manage the above-mentioned operational processes and quality control measures.
PHH Mortgage Corporation
The assessment of compliance with applicable servicing criteria for the twelve months ended December 31, 2013, furnished pursuant to Item 1122 of Regulation AB by PHH Mortgage Corporation (the 2013 PHH Assessment) for its platform, discloses that material instances of noncompliance occurred with respect to the servicing criteria described in Item 1122(d)(4)(vii) of Regulation AB. The 2013 PHH Assessment is attached to this Form 10-K/A as exhibit 33.3.
1122(d)(4)(vii) During the year ended December 31, 2013, it was determined certain foreclosure proceedings were not concluded in accordance with the published Fannie Mae foreclosure timelines.
PHH Mortgage Corporation does not believe that any of the subject loan transactions constituted a material instance of noncompliance because each foreclosure proceeding delay was a permissible exception to the applicable published Fannie Mae foreclosure timeline. Accordingly, there are no issues for PHH Mortgage Corporation to remediate. Additionally, PHH Mortgage Corporation has reviewed its records and determined that it has not conducted foreclosure proceedings with respect to any of the mortgage loans included in this Sequoia transaction.
The instances of noncompliance involving foreclosure and repossession procedures that were not concluded in accordance with the timelines in the transaction agreements were outside the control of PHH. The published Fannie Mae foreclosure timelines vary by state. PHH Mortgage Corporation reviewed each of the subject loan transactions in detail and concluded that, in each case, the delay in concluding foreclosure proceedings was permissible under Fannie Mae Servicing Guide Announcement SVC-2010-12 because the delay was due to reasons and circumstances outside the control of PHH Mortgage Corporation. These reasons and circumstances consisted of court delay, state mandated documentation change delay, investor delay, attorney error delay, title delay, bankruptcy delay, loss mitigation delay and contested foreclosure delay. The above-described delays have had no effect on the transactions involving the subject loans. None of the subject loans were included in this Sequoia transaction.
6 | As used in this response, the term restatement and the phrase restating affected distribution periods means the correction of an overpayment or underpayment experienced by a class of book-entry securities by (i) submitting a revised payment date statement for each affected distribution period to the Depository Trust Company (DTC) by which the DTC adjusts the accounts of the overpaid and underpaid classes, and (ii) the posting of such revised payment date statement to the Companys corporate trust website (www.ctslink.com). In accordance with its policy in effect during the Period, the DTC revises up to twelve months of affected distributions. The process is similar for physical securities except that the Company interacts directly with affected holders as opposed to interacting with the DTC. |
7 | With respect to one transaction, the Company effected a restatement in April and May 2013 to incorporate the correct amount of a claim paid by a certificate insurer. When the same transaction was subsequently restated in September 2013 for an unrelated issue, the second restatement did not incorporate the corrected claim amount which was the subject of the first restatement. Instead of conducting a third restatement of the April and May 2013 distribution period, the Company corrected this error by distributing the correct claim funds in the January 2014 distribution period. |
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) | List the following documents filed as a part of the report: |
(1) | Not Applicable |
(2) | Not Applicable |
(3) | Exhibits listed below are included as indicated below: |
Exhibit Number |
Description | |
(4) | Amended and Restated Pooling and Servicing Agreement, dated as of January 1, 2014, by and among Sequoia Residential Funding, Inc., as depositor, Wells Fargo Bank, N.A., as master servicer, Citibank, N.A., as securities administrator and U.S. Bank National Association, as trustee (incorporated by reference to Form 8-K filed on January 6, 2014, Exhibit 20.2) | |
(31) | Rule 13a-14(d)/15d-14(d) Certification | |
(33) | Reports on assessment of compliance with servicing criteria for asset-backed issuers |
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 | ||
33.8 Wells Fargo Bank, N.A., as Paying Agent 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 Service | ||
34.6 Wells Fargo Bank, N.A., as Custodian | ||
34.7 Wells Fargo Bank, N.A., as Master Servicer | ||
34.8 Wells Fargo Bank, N.A., as Paying Agent 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 | ||
35.7 Wells Fargo Bank, N.A., as Paying Agent and Securities Administrator |
(b) | See subparagraph (a)(3) above. |
(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/ Brett D. Nicholas |
Brett D. Nicholas, Chairman of the Board, President and Chief Executive Officer |
(senior officer in charge of securitization of the depositor) |
Date: May 19, 2014
EXHIBIT INDEX
Exhibit Number |
Description | |
(4) | Amended and Restated Pooling and Servicing Agreement, dated as of January 1, 2014, by and among Sequoia Residential Funding, Inc., as depositor, Wells Fargo Bank, N.A., as master servicer, Citibank, N.A., as securities administrator and U.S. Bank National Association, as trustee (incorporated by reference to Form 8-K filed on January 6, 2014, Exhibit 20.2) | |
(31) | Rule 13a-14(d)/15d-14(d) Certification | |
(33) | Reports on assessment of compliance with servicing criteria for asset-backed issuers | |
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 | ||
33.8 Wells Fargo Bank, N.A., as Paying Agent 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 Service | ||
34.6 Wells Fargo Bank, N.A., as Custodian | ||
34.7 Wells Fargo Bank, N.A., as Master Servicer | ||
34.8 Wells Fargo Bank, N.A., as Paying Agent 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 | ||
35.7 Wells Fargo Bank, N.A., as Paying Agent and Securities Administrator |
Exhibit 31
SEMT 2012-1
EX-31 Rule 13a-14(d)/15d-14(d) Certification.
I, Brett D. Nicholas, certify that:
1. | I have reviewed this report on Form 10-K/A and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K/A of Sequoia Mortgage Trust 2012-1 (the Exchange Act periodic reports); |
2. | Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports; |
4. | Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all material respects; and |
5. | All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K/A. |
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Cenlar, FSB as Servicer, First Republic Bank as Servicer, PHH Mortgage Corporation as Servicer, Select Portfolio Servicing, Inc. as Servicer, Wells Fargo Bank, N.A. as Custodian and Wells Fargo Bank, N.A. as Master Servicer, Paying Agent and Securities Administrator.
Date: May 19, 2014
/s/ Brett D. Nicholas |
Signature |
Chairman of the Board, President and Chief Executive Officer
(senior officer in charge of securitization of the depositor)
Exhibit 33.1
[Cenlar Logo]
PO Box 77400 Ewing, NJ 08628 609-883-3900
Management Assessment
Management of the 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, 2013. 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 identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. With respect to servicing criteria 1122 (d)(2)(vi) and 1122 (d)(4)(xi), management has engaged various vendors to perform the activities required by these servicing criteria. The Companys management has determined that none of these vendors is considered a servicer as defined in Item 1101(j) of Regulation AB, and the Companys 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 Companys management is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria.
The Companys management has assessed the Companys compliance with the applicable servicing criteria as of and for the year ended December 31, 2013. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.
Based on such assessment, management has concluded that, as of and for the year ended December 31, 2013, the Company has complied in all material respects with the servicing criteria, except for the servicing criteria 1122(d)(1)(iii) Backup Server, set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission relating to the servicing of the Platform.
KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to managements assessment of compliance with the applicable servicing criteria as of and for the year ended December 31, 2013.
/s/ Gregory S. Tornquist
Gregory S. Tornquist
President & Chief Executive Officer
/s/ Stephen W. Gordan | /s/ Jeanne M. Bader | |
Stephen W. Gordan | Jeanne M. Bader | |
Chief Financial Officer | Director of Loan Administration |
February 27, 2014
Overnight Mail: Cenlar FSB 425 Phillips Boulevard Ewing, N1 08618
Appendix A
Securities Covered in Cenlar FSBs REG AB Attestation:
Investor |
Servicer |
Security |
Period Subserviced | |||
A54 |
New York Mortgage Company | NYMC 06-1 | 1/1 to 12/31/13 | |||
H96 |
UBS Real Estate Securities, Inc | MASTR 06-OA1 | 1/1 to 11/30/13 | |||
D96 |
UBS Real Estate Securities, Inc | MARM 06-OA2 | 1/1 to 11/30/13 | |||
H83 |
UBS Real Estate Securities, Inc | MARM 07-1 | 1/1 to 11/30/13 | |||
J83 |
UBS Real Estate Securities, Inc | MALT 07-1 | 1/1 to 11/30/13 | |||
T83 |
UBS Real Estate Securities, Inc | MAST 07-1 | 1/1 to 11/30/13 | |||
U83 |
UBS Real Estate Securities, Inc | MALT 07-HF1 | 1/1 to 11/30/13 | |||
A83 |
UBS Real Estate Securities, Inc | SMT 2007-1 | 1/1 to 11/30/13 | |||
G52 |
Opteum Financial Services, LLC | OMAC 06-1 | 1/1 to 12/31/13 | |||
H52 |
Opteum Financial Services, LLC | OMAC 06-2 | 1/1 to 12/31/13 | |||
J52 |
Opteum Financial Services, LLC | BAFC 2006-H | 1/1 to 12/31/13 | |||
K52 |
Opteum Financial Services, LLC | CMLTI 06-FX1 | 1/1 to 12/31/13 | |||
P52 |
Opteum Financial Services, LLC | CMLTI 07-OPX1 | 1/1 to 12/31/13 | |||
G43 |
Thornburg Mortgage Home Loans (RBS Financial) |
TMST 2007-3 | 1/1 to 12/31/13 | |||
WF3 |
Lydian Bank/ Wells Fargo | GSR 2006 AR1 | 1/1 to 12/31/13 | |||
WF4 |
Lydian Bank/Wells Fargo | GSR 2006 AR2 | 1/1 to 12/31/13 | |||
S06/T06 |
Morgan Stanley Private Bank, NA | Sequoia Mortgage Trust 2007-2 |
1/1 to 12/31/13 | |||
S06/T06 |
Morgan Stanley Private Bank, NA | Sequoia Mortgage Trust 2007-3 |
1/1 to 12/31/13 | |||
S06/T06 |
Morgan Stanley Private Bank, NA | Sequoia Mortgage Trust 2007-4 |
1/1 to 12/31/13 | |||
N06 |
Morgan Stanley Private Bank, NA | MSM 2007-15AR | I/1 to 12/31/13 | |||
H06 |
Redwood Trust, Inc. | SEMT 2012-1 | 1/1 to 12/31/13 | |||
K06 |
Redwood Trust, Inc. | SEMT 2012-2 | 1/1 to 12/31/13 | |||
L06 |
Redwood Trust, Inc. | SEMT 2012-3 | 1/1 to 12/31/13 | |||
Z06 |
Redwood Trust, Inc. | SEMT 2012-4 | 1/1 to 12/31/13 | |||
Y06 |
Redwood Trust, Inc. | SEMT 2012-5 | 1/1 to 12/31/13 | |||
RWO |
Redwood Trust, Inc. | SEMT 2012-6 | 1/1 to 12/31/13 | |||
RW1 |
Redwood Trust, Inc. | SEMT 2013-1 | 1/14/13 to 12/31/13 | |||
RW2/S11 |
Redwood Trust, Inc. | SEMT 2013-2 | 1/28/13 to 12/31/13 | |||
RW3 |
Redwood Trust, Inc. | SEMT 2013-3 | 2/27/13 to 12/31/13 | |||
RW4 |
Redwood Trust, Inc. | SEMT 2013-4 | 3/18/13 to 12/31/13 | |||
RW5 |
Redwood Trust, Inc. | SEMT 2013-5 | 4/16/13 to 12/31/13 |
Exhibit 33.2
[First Republic Bank Logo]
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, 2013, 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 Banks management has determined that none of these vendors is considered a servicer as defined in Item 1101(j) of Regulation AB, and the Banks 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 Banks management is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria.
The Banks management has assessed the Banks compliance with the applicable servicing criteria as of and for the year ended December 31, 2013. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB, except for the servicing criteria listed above, which the Bank has determined are not applicable to the activities it performs.
Based on such assessment, management has concluded that, as of and for the year ended December 3l, 2013, 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 managements assessment of compliance with the applicable servicing criteria as of and for the year ended December 31, 2013.
/s/ Willis H. Newton, Jr. | 2-26-14 | |||||
Willis H. Newton, Jr. |
Date | |||||
Executive Vice President and Chief Financial Officer | ||||||
/s/ Nancy Segreto | 2-26-14 | |||||
Nancy Segreto |
Date | |||||
Senior Vice President, Lending Services | ||||||
/s/ Tony Sachs | 2-26-14 | |||||
Tony Sachs |
Date | |||||
Vice President, Lending Strategies, Products, and Sales |
APPENDIX A
Investor # |
Investor Name |
Loan Count | Balance | |||||||
70 | Intrepid LLLP | 9 | $ | 6,683,403.99 | ||||||
113 | Washington Federal Savings | 1 | $ | 241,660.07 | ||||||
120 | Redwood Trust (Bear Stearns) | 29 | $ | 25,195,966.11 | ||||||
122 | Sequoia Mortgage Trust 2007-2 | 49 | $ | 52,219,483.99 | ||||||
123 | SEMT 2007-3 | 14 | $ | 18,859,040.60 | ||||||
141 | Delta Community Credit Union | 26 | $ | 33,555,473.06 | ||||||
142 | Sequoia Mortgage Trust 2013-12 | 64 | $ | 59,958,344.94 | ||||||
144 | CSMC Trust 2013-IVR5 | 1 | $ | 651,524.13 | ||||||
146 | Florida Community Bank, N.A. | 44 | $ | 49,159,894.93 | ||||||
147 | Citizens Bank of Pennsylvania | 71 | $ | 61,781,754.74 | ||||||
149 | Hudson Valley Bank | 7 | $ | 10,152,450.61 | ||||||
151 | CSMC Trust 2013-7 | 2 | $ | 1,928,921.50 | ||||||
152 | Sequoia Mortgage Trust 2013-11 | 17 | $ | 15,017,611.07 | ||||||
153 | Sequoia Mortgage Trust 2013-10 | 2 | $ | 1,488,387.33 | ||||||
154 | CSMC Trust 2013-6 | 19 | $ | 21,646,984.27 | ||||||
155 | JP Morgan Mortgage Trust 2013-3 | 120 | $ | 131,537,068.02 | ||||||
156 | NRP Mortgage Trust 2013-1 | 461 | $ | 434,231,916.92 | ||||||
157 | CSMC Trust 2013-HYB1 | 347 | $ | 380,225,174.16 | ||||||
158 | CSMC Trust 2013-IVR4 | 37 | $ | 38,885,628.47 | ||||||
162 | Citigroup Mortgage Loan Trust Series 2005-6 | 34 | $ | 19,131,227.43 | ||||||
163 | SAMI II 2005-AR5 | 106 | $ | 107,202,249.09 | ||||||
164 | MLCC 2005-3 | 48 | $ | 43,936,704.44 | ||||||
165 | MLMI 2005-A10 | 34 | $ | 34,173,467.91 | ||||||
166 | Redwood Residential Acquisition Corp | 43 | $ | 37,079,756.18 | ||||||
167 | Sequoia Mortgage Trust 2011-1 | 37 | $ | 35,845,493.67 | ||||||
168 | Sequoia Mortgage Trust 2011-2 | 83 | $ | 59,921,542.86 | ||||||
169 | Sequoia Mortgage Trust 2012-1 | 100 | $ | 98,875,812.30 | ||||||
172 | SEMT 2012-2 | 104 | $ | 101,386,713.88 | ||||||
173 | SEMT 2013-1 | 22 | $ | 24,574,257.22 | ||||||
174 | Sequoia Mortgage Trust 2012-3 | 84 | $ | 85,527,317.22 | ||||||
175 | Harbor View 2003-2 | 12 | $ | 6,086,713.91 | ||||||
176 | Harbor View 2004-1 | 29 | $ | 14,959,024.98 | ||||||
177 | Harbor View 2004-5 | 9 | $ | 5,170,785.71 | ||||||
178 | Harbor View 2006-6 | 1 | $ | 415,643.68 | ||||||
179 | Harbor View 2007-6 | 5 | $ | 2,480,794.47 | ||||||
180 | MASTR 2003-5 | 3 | $ | 1,998,287.68 | ||||||
181 | Sequoia Mortgage Trust 2012-5 | 75 | $ | 72,721,171.14 | ||||||
182 | Sequoia Mortgage Trust 2013-2 | 330 | $ | 307,697,669.71 | ||||||
183 | Sequoia Mortgage Trust 2013-3 | 84 | $ | 82,161,007.81 | ||||||
184 | Sequoia Mortgage Trust 2013-4 | 60 | $ | 64,401,374.92 | ||||||
185 | MASTI 2003-4 | 9 | $ | 6,061,387.88 | ||||||
187 | Sequoia Mortgage Trust 2013-7 | 14 | $ | 11,955,950.87 | ||||||
188 | Sequoia Mortgage Trust 2013-8 | 4 | $ | 2,707,259.73 | ||||||
189 | CSMC Trust 2013-IVR3 | 30 | $ | 36,857,660.90 | ||||||
191 | CSFB 2004-5 | 3 | $ | 931,749.26 | ||||||
192 | CSFB 2004-6 | 6 | $ | 1,265,985.73 | ||||||
193 | CSFB 2004-7 | 1 | $ | 373,890.43 | ||||||
194 | TIAA-CREF Trust Company, FSB | 314 | $ | 217,028,297.84 | ||||||
195 | MLMI 2005-A1 | 29 | $ | 17,036,822.86 | ||||||
196 | Merrill Lynch Bank | 35 | $ | 28,489,580.28 | ||||||
197 | MLCC 2006-2 | 68 | $ | 41,128,530.72 | ||||||
199 | Sequoia Mortgage Trust 2012-4 | 59 | $ | 60,093,402.56 | ||||||
200 | Sequoia Mortgage Trust 2012-6 | 36 | $ | 35,371,939.07 | ||||||
201 | JP Morgan Mortgage Acq. Corp | 96 | $ | 74,148,239.50 | ||||||
203 | Scottrade Bank | 113 | $ | 61,965,580.08 | ||||||
204 | JP Morgan Mortgage Trust 2013-1 | 296 | $ | 228,422,287.32 |
Investor # |
Investor Name |
Loan Count | Balance | |||||||
207 | CSMC Trust 2013-IVR1 | 106 | $ | 93,786,659.57 | ||||||
209 | CSMC Trust 2013-IVR2 | 180 | $ | 170,362,566.40 | ||||||
210 | Washington Mutual (formerly Bank United of Texas) | 1 | $ | 41,476.42 | ||||||
215 | Bank United N.A. | 48 | $ | 52,997,817.77 | ||||||
216 | North Valley Bank | 19 | $ | 21,834,188.76 | ||||||
217 | Signature Bank | 18 | $ | 24,128.650.26 | ||||||
218 | RBS Financial Products Inc | 2 | $ | 1,281,887.89 | ||||||
227 | Washington Mutual (formerly Bank United of Texas) | 3 | $ | 136,692.38 | ||||||
243 | Chase Mortgage Services, Inc | 1 | $ | 225,414.08 | ||||||
244 | Independent National Mortgage | 1 | $ | 368,175.15 | ||||||
248 | Washington Mutual Bank, Flow Sales (PNC) | 3 | $ | 729,115.20 | ||||||
250 | CitiMortgage | 9 | $ | 3,675,972.51 | ||||||
260 | CitiMortgage | 14 | $ | 3,017,131.38 | ||||||
312 | Residential Funding | 33 | $ | 13,598,828.16 | ||||||
313 | BAFC 2011-SD1 | 1 | $ | 678,154.21 | ||||||
330 | U.S. Bank | 2 | $ | 280,211.96 | ||||||
344 | Colson (Participated) | 25 | $ | 5,436,475.86 | ||||||
346 | GE Corporation | 14 | $ | 15,655,787.44 | ||||||
347 | JCH | 1 | $ | 1,081,692.00 | ||||||
348 | Faraday Capital, LLC | 2 | $ | 995,150.00 | ||||||
355 | Thornburg Mortgage (Wells Fargo Master Servicer) | 648 | $ | 478,380,890.01 | ||||||
356 | TMST 2008-1 | 3 | $ | 2,164,137.50 | ||||||
357 | Everbank | 31 | $ | 29,842,901.45 | ||||||
358 | DLJ Mortgage Capital, Inc. | 23 | $ | 23,171,122.37 | ||||||
414 | Federal Home Mortgage Loan Association | 8 | $ | 510,090.29 | ||||||
415 | FNMA MBS | 8 | $ | 594,212.69 | ||||||
510 | CitiMortgage | 7 | $ | 1,074,088.04 | ||||||
515 | Fannie Mae-Laser | 4,626 | $ | 1,612,569,252.94 | ||||||
516 | Bank of New Canaan | 3 | $ | 4,673,224.00 | ||||||
614 | Federal Home Loan Mortgage Association | 1 | $ | 55,425.61 | ||||||
633 | Chase Mortgage Services, Inc | 3 | $ | 176,132.50 | ||||||
636 | Bank United of Florida | 1 | $ | 34,436.92 | ||||||
637 | Bank of America | 4 | $ | 331,274.26 | ||||||
720 | FRBPT 2002-FRB2 | 32 | $ | 20,093,240.77 | ||||||
730 | FRBPT 2002-FRB1 | 50 | $ | 32,321,867.30 | ||||||
740 | FRBPT 2001-FRB1 | 58 | $ | 44,562,583.58 | ||||||
750 | Washington Mutual Bank | 1 | $ | 452,977.75 | ||||||
760 | FRBPT 2000-FRB1 | 22 | $ | 8,558,583.79 | ||||||
770 | Bear Stearns | 12 | $ | 3,737,082.89 | ||||||
775 | AAR BART 2003-5 (Bear Stearns) | 34 | $ | 13,879,311.65 | ||||||
777 | HVMLT 2006-13 | 1 | $ | 750,000.00 | ||||||
780 | FRBPT 2000-FRB2 | 34 | $ | 17,351,089.58 | ||||||
|
|
|
|
|||||||
Total |
9,829 | $ | 6,078,602,243.44 | |||||||
|
|
|
|
Exhibit 33.3
[PHH LOGO]
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, 2013 and for the period from January 1, 2013 through December 31, 2013 (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 Asserting Party served as servicer (the Platform).
The Asserting Party has assessed its compliance with the Servicing Criteria as of December 31, 2013 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 the following was noted:
Standard | Description | |
1122(d)(4)(vii) |
During the year ended December 31, 2013, it was determined certain foreclosure proceedings were not concluded in accordance with the published Fannie Mae foreclosure timelines. |
Deloitte & 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, 2014
/s/ David E. Tucker
David E. Tucker
President
/s/ Martin L. Foster
Martin L. Foster
Senior Vice President Loan Servicing
Exhibit 33.4
REDWOOD RESIDENTIAL ACQUISITION CORPORATION
ONE BELVEDERE PLACE, SUITE 300 | PHONE: (415) 389-7373 | |
MILL VALLEY, CA 94941 |
FAX: (415) 381-1773 |
ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA
Redwood Residential Acquisition Corporation (the Asserting Party) provides this assessment of compliance with respect to its performance of functions for the Applicable Servicing Criteria, as defined below, in regards to the loans selected in the Platform for the following Period from January 1, 2013 through December 31, 2013.
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, 2013 and for the period from January 1, 2013 through December 31, 2013.
Applicable Servicing Criteria: the servicing criterion which applies to the functions performed by the Asserting Party is set forth in Section 229.1122 (d)(2)(iii) of Regulation AB promulgated by the Securities and Exchange Commission (Applicable Servicing Criteria). With respect to the Applicable Servicing Criteria, the Asserting Party performs the following limited function:
1. to fund by deposit or wire transfer amounts specified by Cenlar FSB in electronic or facsimile transmissions to the Asserting Party as necessary to make required advances of delinquent principal and interest payments under the Cenlar FSB Flow Servicing Agreement.
With respect to the Platform, and with respect to the Period, the Asserting Party provides the following assessment of its compliance in respect of the Applicable Servicing Criteria (as defined above):
1. Management of the Asserting Party is responsible for assessing its compliance with respect to the functions it performs for the Applicable Servicing Criteria.
2. Management of the Asserting Party has assessed its compliance with respect to the functions it performs for the Applicable Servicing Criteria.
3. Based on such assessment, management of the Asserting Party concludes that, for the Period, the Asserting Party has complied in all material respects with the Applicable Servicing Criteria related to the servicing of the Platform taken as a whole.
4. There are no instances of material non-compliance during the Period.
Grant Thornton LLP, an independent registered public accounting firm, has issued an attestation report with respect to the Asserting Partys foregoing assessment of compliance as of December 31, 2013 and for the period from January 1, 2013 through December 31, 2013.
Dated: March 1, 2014
Very truly yours, |
REDWOOD RESIDENTIAL ACQUISITION CORPORATION |
/s/ Todd Whittemore |
Name: Todd Whittemore |
Title: Executive Vice President |
REDWOOD RESIDENTIAL ACQUISITION CORPORATION
ONE BELVEDERE PLACE, SUITE 300 | PHONE: (415) 389-7373 | |
MILL VALLEY, CA 94941 | FAX: (415) 381-1773 |
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. |
7. | 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. |
8. | AAR with respect to the Cenlar FSB Flow Servicing Agreement dated as of January 15, 2013, as attached to the Pooling and Servicing Agreement, dated as of January 1, 2013, 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 2013-1. |
9. | AAR with respect to the Cenlar FSB Flow Servicing Agreement dated as of January 30, 2013, as attached to the Pooling and Servicing Agreement, dated as of January 1, 2013, 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 2013-2. |
10. | AAR with respect to the Cenlar FSB Flow Servicing Agreement dated as of March 1, 2013, as attached to the Pooling and Servicing Agreement, dated as of February 1, 2013, 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 2013-3. |
11. | AAR with respect to the Cenlar FSB Flow Servicing Agreement dated as of March 21, 2013, as attached to the Pooling and Servicing Agreement, dated as of March 1, 2013, 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 2013-4. |
12. | AAR with respect to the Cenlar FSB Flow Servicing Agreement dated as of April 30, 2013, as attached to the Pooling and Servicing Agreement, dated as of April 1, 2013, 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 2013-6. |
12, | AAR with respect to the Cenlar FSB Flow Servicing Agreement dated as of May 23, 2013, as attached to the Pooling and Servicing Agreement, dated as of May 1, 2013, by and among Sequoia Residential Funding, Inc., as depositor, Wilmington Trust, National Association, as trustee and Wells Fargo Bank, N.A., as master servicer and securities administrator. Related asset-backed securities and transaction: SEMT 2013-7. |
13. | AAR with respect to the Cenlar FSB Flow Servicing Agreement dated as of June 13, 2013, as attached to the Pooling and Servicing Agreement, dated as of June 1, 2013, by and among Sequoia Residential Funding, Inc., as depositor, Wilmington Trust, National Association, as trustee, CitiMortgage, Inc., as master servicer and Citbank, N.A., as securities administrator. Related asset-backed securities and transaction: SEMT 2013-8. |
Exhibit 33.5
Select Portfolio Servicing, Inc. and Subsidiaries, an indirect subsidiary of Credit Suisse (USA), Inc.
Managements 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, 2013 (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, 2013 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 SPSs assessment of compliance with the applicable servicing criteria for the Reporting Period. |
2/19/2014
Select Portfolio Servicing, Inc. and Subsidiaries, an indirect subsidiary of Credit Suisse (USA), Inc. | ||
By: | /s/ Timothy J. OBrien | |
Timothy J. OBrien | ||
President & CEO |
APPENDIX A
SERVICING CRITERIA |
APPLICABLE |
|||||||
Reference |
Criteria |
Performed Directly by SPS |
Performed by Vendor(s) for which SPS is the Responsible Party |
INAPPLICABLE SERVICING CRITERIA | ||||
General Servicing Considerations | ||||||||
1122(d)(1)(i) |
Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. | X | ||||||
1122(d)(1)(ii) |
If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third partys performance and compliance with such servicing activities. | X | ||||||
1122(d)(1)(iii) |
Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. | X | ||||||
1122(d)(1)(iv) |
A fidelity bond and errors and 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. | X | ||||||
Cash Collection and Administration | ||||||||
1122(d)(2)(i) |
Payments on pool assets are deposited 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. | X | ||||||
1 122(d)(2)(ii) |
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. | X | ||||||
1122(d)(2)(iii) |
Advances of funds or guarantees 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. | X | ||||||
1122(d)(2)(iv) |
The related accounts for the 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. | X | ||||||
1122(d)(2)(v) |
Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, federally insured depository institution with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 240 13k-1(b)(1) of this chapter. | X | ||||||
1122(d)(2)(vi) |
Unissued checks are safeguarded so as to prevent unauthorized access. | X | ||||||
1122(d)(2)(vii) |
Reconciliations are prepared on a 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 agreements. | X |
SERVICING CRITERIA |
APPLICABLE SERVICING CRITERIA | |||||||
Reference |
Criteria |
Performed Directly by SPS |
Performed by Vendor(s) for which SPS is the Responsible Party |
INAPPLICABLE SERVICING CRITERIA | ||||
General Servicing Considerations | ||||||||
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 investors or the trustees records as to the total unpaid principal balance and number of pool assets serviced by the servicer. | X | ||||||
1122(d)(3)(ii) |
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. | X | ||||||
1122(d)(3)(iii) |
Disbursements made to an investor are posted within two business days to the servicers investor records, or such other number of days specified in the transaction agreements. | X | ||||||
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. | X | ||||||
Cash Collection and Administration | ||||||||
1122(d)(4)(i) |
Collateral or security on pool assets is maintained as required by the transaction agreements or related mortgage loan documents. | X | ||||||
1122(d)(4)(ii) |
Pool asset and related documents are safeguarded as required by the transaction agreements. | X | ||||||
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. | X | ||||||
1122(d)(4)(iv) |
Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicers 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. | X | ||||||
1122(d)(4)(v) |
The servicers records regarding the pool assets agree with the servicers records with respect to an obligors unpaid principal balance. | X | ||||||
1122(d)(4)(vi) |
Changes with respect to the terms or status of an obligors 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. | X | ||||||
1122(d)(4)(vii) |
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. | X |
SERVICING CRITERIA |
APPLICABLE |
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Reference |
Criteria |
Performed Directly by SPS |
Performed by Vendor(s) for which SPS is the Responsible Party |
INAPPLICABLE SERVICING CRITERIA | ||||
1122(d)(4)(viii) |
Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entitys 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., illness or unemployment). | X | ||||||
1122(d)(4)(ix) |
Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. | X | X1 | |||||
1122(d)(4)(x) |
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) Such funds are analyzed, in accordance with the obligors 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. | X | X1 | |||||
1122(d)(4)(xi) |
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. | X | X1 | |||||
1122(d)(4)(xii) |
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicers funds and not charged to the obligor, unless the late payment was due to the obligors error or omission. | X | X1 | |||||
1122(d)(4)(xiii) |
Disbursements made on behalf of an obligor are posted within two business days to the obligors records maintained by the servicer, or such other number of days specified in the transaction agreements. | X | X1 | |||||
1122(d)(4)(xiv) |
Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance with the transaction agreements. | X | ||||||
1122(d)(4)(xv) |
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of this Regulation AB, is maintained as set forth in the transaction agreements. | X | X |
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. |
Exhibit 33.6
ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA
The management (Management) of the Corporate Trust Services division of Wells Fargo Bank, National Association (the Company) is responsible for assessing the Companys compliance with the applicable 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 regards to the servicing platform for the period as follows:
Period: As of and for the twelve months ended December 31, 2013 (the Period).
Platform: The platform consists of residential mortgage-backed securities (RMBS) transactions backed by pools of residential mortgage loans and commercial mortgage-backed securities (CMBS) transactions backed by pools of commercial mortgage loans, in each case for which the Company provides document custody services and where the RMBS and CMBS transactions were either (a) publicly-issued pursuant to a registration statement under the Securities Act of 1933 on or after January 1, 2006, or (b) privately-issued pursuant to an exemption from registration on or after January 1, 2006 where the Company has an obligation under the transaction agreements to deliver an assessment of compliance with the applicable servicing criteria under Item 1122(d) of Regulation AB; provided however that, the platform excludes any transactions where the offered securities were issued, sponsored and/or guaranteed by any agency or instrumentality of the U.S. government or any government sponsored entity, other than certain securitizations of residential mortgage loan transactions issued, sponsored and/or guaranteed by the Federal Deposit Insurance Company (the Document Custody Platform). Appendix A identifies the individual transactions defined by Management as constituting the Document Custody Platform for the Period.
Applicable Servicing Criteria: Management has determined that the servicing criteria set forth in Item 1122(d)(1)(ii), 1122(d)(1)(iv), 1122(d)(4)(i), 1122(d)(4)(ii) and 1122(d)(4)(iii) are applicable to the activities performed by the Company with respect to the Document Custody Platform for the Period; provided however that, with respect to the Document Custody Platform, servicing criterion 1122(d)(4)(iii) is applicable only as it relates to the Companys obligation to review and maintain the required loan documents related to any additions, removals or substitutions in accordance with the transaction agreements (the Applicable Servicing Criteria). Management has determined that all other servicing criteria set forth in Item 1122(d) are not applicable to the Document Custody Platform.
With respect to the Document Custody Platform and the Period, Management provides the following assessment of the Companys compliance with respect to the Applicable Servicing Criteria:
1. Management is responsible for assessing the Companys compliance with the Applicable Servicing Criteria.
2. Management has assessed the Companys 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. With respect to applicable servicing criteria 1122(d)(1)(ii) and 1122(d)(4)(iii), Management has determined that there were no activities performed during the Period with respect to the Document Custody Platform, because there were no occurrences of events that would require the Company to perform such activities.
4. Based on such assessment 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 Managements assessment of the Companys compliance with the Applicable Servicing Criteria for the Period.
WELLS FARGO BANK, National Association | ||
By: | /s/ Shari L. Gillund | |
Shari L. Gillund | ||
Title: | Senior Vice President | |
Dated: | February [28], 2014 |
Appendix A to the Companys Assessment of Compliance with the Applicable Servicing Criteria
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Endnotes:
(1) | The transaction should have been indicated on Appendix A to the Companys revised assessment of compliance with applicable servicing criteria dated August 12, 2013 (the Revised 2012 Custody Assessment) as of and for the year ended December 31, 2012 (the 2012 Period) relating to the platform for the 2012 Period (the 2012 Platform) as a transaction to which Management is required to assess to the Companys compliance with Item 1122(d)(4)(iii). Management has determined that there were no activities performed during the 2012 Period with respect to the 2012 Platform, because there were no occurrences of events that would require the Company to perform such activities. |
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(2) | The transaction was inadvertently omitted from Appendix A to the Revised 2012 Custody Assessment. |
(3) | The transaction requires that Management assess to the Companys compliance with Item 1122(d)(1)(ii). Item 1122(d)(1)(ii) was inadvertently omitted from the applicable servicing criteria for the Revised 2012 Custody Assessment. Management has determined that there were no activities performed during the 2012 Period with respect to the 2012 Platform, because there were no occurrences of events that would require the Company to perform such activities. |
(4) | This transaction was indicated on Appendix A to the Revised 2012 Custody Assessment as a transaction to which Management is required to assess to the Companys compliance with Item 1122(d)(4)(iii). Management has since determined that it is not required to assess to the Companys compliance with Item 1122(d)(4)(iii). Therefore, such transaction should not have been indicated on such Appendix A as subject to Item 1122(d)(4)(iii). |
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Exhibit 33.7
ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA
The management (Management) of the Corporate Trust Services division of Wells Fargo Bank, National Association (the Company) is responsible for assessing the Companys compliance with the applicable 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 regards to the servicing platform for the period as follows:
Period: As of and for the twelve months ended December 31, 2013 (the Period).
Platform: The platform consists of residential mortgage-backed securities (RMBS) transactions backed by pools of residential mortgage loans and/or backed by RMBS, for which the Company provides master servicing services and where the RMBS transactions were either (a) publicly-issued pursuant to a registration statement under the Securities Act of 1933, or (b) privately-issued pursuant to an exemption from registration where the Company has an obligation under the transaction agreements to deliver an assessment of compliance with the applicable servicing criteria under Item 1122(d) of Regulation AB; provided however that, the platform excludes any transactions where the offered securities were issued, sponsored and/or guaranteed by any agency or instrumentality of the U.S. government or any government sponsored entity, other than certain securitizations of residential mortgage loan transactions issued, sponsored and/or guaranteed by the Federal Deposit Insurance Company (the RMBS Master Servicing Platform). Appendix A identifies the individual transactions defined by Management as constituting the RMBS Master Servicing Platform for the Period.
Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required in the related transaction agreements, in regards to the activities performed by the Company, except for the following servicing criteria: 1122(d)(3)(i)(C), 1122(d)(4)(i), 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),1122(d)(4)(xiii) and 1122(d)(4)(xv), which Management has determined are not applicable to the activities the Company performed with respect to the RMBS Master Servicing Platform for the Period; provided however that, with respect to the RMBS Master Servicing Platform, servicing criteria 1122(d)(3)(i)(A),(B) and (D) are applicable only as they relate to the Companys responsibility to aggregate and provide loan level data to the bond administrator in accordance with the timeframes outlined in the transaction agreements; and provided further that, with respect to the RMBS Master Servicing Platform, servicing criterion 1122(d)(3)(ii) is applicable only as it relates to the timeframes of remittances to various deal parties, as required by the transaction agreements (the Applicable Servicing Criteria).
With respect to the RMBS Master Servicing Platform and the Period, Management provides the following assessment of the Companys compliance with respect to the Applicable Servicing Criteria:
1. Management is responsible for assessing the Companys compliance with the Applicable Servicing Criteria.
2. Management has assessed the Companys 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 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 Managements assessment of the Companys compliance with the Applicable Servicing Criteria for the Period.
WELLS FARGO BANK, National Association | ||
By: | /s/ Brian W. Bartlett | |
Brian W. Bartlett | ||
Title: | Executive Vice President | |
Dated: | February 26, 2014 |
Appendix A to the Companys Assessment of Compliance with the Applicable Servicing Criteria
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Exhibit 33.8
ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA
The management (Management) of the Corporate Trust Services division of Wells Fargo Bank, National Association (the Company) is responsible for assessing the Companys compliance with the applicable 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 regards to the servicing platform for the period as follows:
Period: As of and for the twelve months ended December 31, 2013 (the Period).
Platform: The platform consists of residential mortgage-backed securities (RMBS) transactions backed by pools of residential mortgage loans and/or backed by RMBS, for which the Company provides trustee (except Delaware trustee or owner trustee), indenture trustee, securities administration and/or paying agent services and where the RMBS transactions were either (a) publicly-issued pursuant to a registration statement under the Securities Act of 1933, or (b) privately-issued pursuant to an exemption from registration where the Company has an obligation under the transaction agreements to deliver an assessment of compliance with the applicable servicing criteria under Item 1122(d) of Regulation AB; provided, however that the platform excludes any transactions where the offered securities were issued, sponsored and/or guaranteed by any agency or instrumentality of the U.S. government or any government sponsored entity, other than certain securitizations of residential mortgage loan transactions issued, sponsored and/or guaranteed by the Federal Deposit Insurance Company (the RMBS Bond Administration Platform). Appendix A identifies the individual transactions defined by Management as constituting the RMBS Bond Administration Platform for the Period.
Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required in the related transaction agreements, in regards to the activities performed by the Company, except for the following servicing criteria: 1122(d)(4)(ii) and 1122(d)(4)(iv) 1122(d)(4)(xiii), which Management has determined are not applicable to the activities the Company performed with respect to the RMBS Bond Administration Platform for the Period (the Applicable Servicing Criteria).
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. Management has determined that this vendor is not considered a servicer as defined in Item 1101(j) of Regulation AB, and Management 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 vendors activities comply in all material respects with the servicing criterion applicable to the vendor. Management is solely responsible for determining that the Company meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criterion.
With respect to the RMBS Bond Administration Platform and the Period, Management provides the following assessment of the Companys compliance with respect to the Applicable Servicing Criteria:
1. Management is responsible for assessing the Companys compliance with the Applicable Servicing Criteria.
2. Management has assessed the Companys compliance with the Applicable Servicing Criteria, including the servicing criteria 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 for the Period, 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 Managements discussion of the material instances of noncompliance 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 Companys compliance with the Applicable Servicing Criteria for the Period.
WELLS FARGO BANK, National Association | ||
By: | /S/ Brian W. Bartlett | |
Brian W. Bartlett | ||
Title: | Executive Vice President | |
Dated: | February 27, 2014 |
Schedule A
Material Instances of Noncompliance by the Company
Managements 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 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
Managements Discussion on Material Instances of Noncompliance by the Company
I. Defined Terms.
For purposes of this Schedule B, reference is made to the following defined terms.
2013 Assessment means, with respect to the RMBS Bond Administration Platform, the assessment of compliance with applicable Item 1122(d) servicing criteria prepared by Management for the Period.
2013 Attestation means the compliance attestation report of KPMG LLP, the independent registered public accounting firm engaged by the Company to issue such compliance attestation report in connection with the 2013 Assessment, for the Period.
2013 Item 1122 Compliance Reports means the 2013 Assessment and 2013 Attestation.
Identified Payment Errors means, with respect to the Period, the payment errors identified as of the date of this report through normal business procedures and through other procedures, including procedures performed in connection with the preparation of the 2013 Item 1122 Compliance Reports, that led to the determination that there was a material instance of noncompliance for the RMBS Bond Administration Platform with respect to Item 1122(d)(3)(ii) of Regulation AB.
Identified Reporting Errors means, with respect to the Period, the reporting errors identified as of the date of this report through normal business procedures and through other procedures, including procedures performed in connection with the preparation of the 2013 Item 1122 Compliance Reports, that led to the determination that there was a material instance of noncompliance for the RMBS Bond Administration Platform with respect to Item 1122(d)(3)(i)(B) of Regulation AB.
Model means for any RMBS transaction in the RMBS Bond Administration Platform, the Model Input, the Model Output Transmission, the Model Program and the processes related to the Model Input, Model Output Transmission and the Model Program that function together for the purpose of calculating payments in accordance with the requirements of relevant transaction agreements.
Model Errors refers to Model Input Errors, Model Program Errors and Model Output Transmission Errors.
Model Input means data that is transmitted electronically or manually to a Model such as data from a servicer, data from financial services information providers, cash adjustments (such as reimbursable expenses) and information from programs that perform interim calculations.
Model Input Error means inaccurate or incomplete Model Input information, inaccuracies in receiving or processing Model Input information or inaccuracies in manual non-automated processing that in each case lead to a payment error and/or a reporting error.
Model Output Transmission means the transmission of the output from each Model to the processes and systems that generate investor payments and reports.
Model Output Transmission Error means an inaccurate or untimely transmission of the output from each Model to the processes and systems that generate investor payments and reports that leads to a payment error and/or a reporting error.
Model Program means Model programming logic designed to calculate payments in accordance with transaction agreement requirements.
Model Program Error means inaccurate or incomplete programming or logic in a Model Program that does not produce calculations in accordance with the transaction agreements and therefore causes a payment error and/or a reporting error.
II. General
Through its normal business procedures and through other procedures, including procedures performed in connection with the preparation of the 2013 Item 1122 Compliance Reports, the Company determined that Identified Payment Errors and Identified Reporting Errors occurred during the Period on certain RMBS transactions in the RMBS Bond Administration Platform. Although no individually identified error, in and of itself, was found to be material to the RMBS Bond Administration Platform, Management determined that, for RMBS Bond Administration Platform purposes, the aggregate number of errors constituted material noncompliance with respect to both Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii) of Regulation AB. All of the Identified Payment Errors and Identified Reporting Errors were addressed as further discussed in the Remediation section below.
In some instances, the Identified Payment Errors were also considered material to the transactions on which they occurred. None of the Identified Reporting Errors were considered material for a particular transaction. For all transactions in the RMBS Bond Administration Platform, Management delivered an Item 1123 certification to the extent it was obligated to do so under the applicable transaction agreements and Regulation AB. Where an Identified Payment Error was considered material for an individual transaction, the Item 1123 certification for that transaction included a description of the nature and status of such error.
The Company developed a unique Model for each transaction in its RMBS Bond Administration Platform. On the whole, there are millions of calculations performed by the Models each distribution period for the thousands of transactions in the RMBS Bond Administration Platform. The Companys waterfall payment calculation and reporting functions can be categorized into three processes: (i) Model Inputs, (ii) Model Programs, and (iii) Model Output Transmissions.
The Identified Payment Errors that occurred during the Period were attributable to Model Errors that occurred on certain RMBS transactions. As in 2011 and 2012, the Model Errors generally occurred due to the significant deterioration in mortgage loan performance1 experienced by many RMBS transactions over the past several years. This deterioration in performance continues to impact Models and has led to increased Model Input Errors and Model Program Errors.2 The Identified Reporting Errors that occurred during the Period were attributable to the Identified Payment Errors and missing or inaccurate information on the investor reports.
1 | The significant deterioration in mortgage loan performance is evidenced by the fact that over 50 percent of the RMBS transactions in the Companys RMBS Bond Administration Platform have reached credit support depletion. Credit support depletion is a significant event because waterfall payment priorities for the senior bonds typically change at that point. |
2 | High levels of RMBS mortgage loan performance deterioration impact waterfall calculations because such deterioration contributes to Model Input Errors. One example of such Model Input Errors relates to the extensive level of mortgage loan delinquencies and the resulting extensive levels of servicer advancing. High levels of advancing lead to both high advance recoveries by servicers in single distribution periods and increased servicer stop advance decisions. These phenomena require manual processing which can result in Model Input Errors. |
The high level of RMBS mortgage loan performance deterioration has also contributed to Model Program Errors. The extensive collateral losses in RMBS transactions have triggered waterfall scenarios that were considered unlikely to occur at the inception of the transactions (if they were considered at all) and were not as clearly detailed as other provisions in the transaction agreements that direct waterfall calculations and distributions. Because such waterfall scenarios were not forecasted by issuers and underwriters, the Company was not provided with the necessary benchmark data needed to adequately test and validate the waterfall scenarios triggered by the unanticipated deterioration of mortgage loan performance. In turn, this inability to test the application of the waterfall in the extremely stressed conditions that thereafter occurred contributed to the occurrence of Model Program Errors. |
Model Programs and Model Inputs and the processes related to Model Programs and Model Inputs are, over the life of a transaction, constantly being adjusted in an effort to ensure accurate payments and reporting. Continual adjustments are required because the transactions and securities to which the Models relate are very complex and the technology and processes related to Model Programs and Model Inputs are equally complex. The level of adjustment needed for Model Programs, Model Inputs and related processes has increased as mortgage loan performance deterioration increased. The Identified Payment Errors and Identified Reporting Errors occurred during the Period notwithstanding these Model adaptations and adjustments. As further discussed in the Remediation section below, there are ongoing efforts to identify, correct and prevent problems with Models in an effort to minimize future payment and reporting errors.
III. Scope of the Material Instances of Noncompliance
A. Identified Payment Errors. During the Period, there were approximately 1033 Identified Payment Errors on RMBS transactions in the RMBS Bond Administration Platform. The Identified Payment Errors resulted from Model Input Errors, Model Program Errors and Model Output Transmission Errors.4
Roughly half of the Identified Payment Errors resulted from Model Input Errors.
| The majority of the Model Input Errors were manual processing errors. |
| Other Model Input Errors related to incorrectly interpreting and processing servicer reporting data relating to mortgage loan modifications. |
Approximately one-third of the Identified Payment Errors resulted from Model Program Errors.
| Some of the Model Program Errors related to credit support depletion Model programming logic. For example, in several RMBS transactions, the Model Program incorrectly allocated losses to various classes of senior certificates after credit support depletion which in turn caused the balance of such classes of senior certificates to be miscalculated. These balance errors led to errors in the calculation of both interest and principal and Identified Payment Errors ensued. Since accrued interest on the senior certificates is calculated by multiplying the balance of the certificates by the interest rate, interest was incorrectly calculated. Since certain allocations of principal are dependent on the relative balance of the impacted classes, payments of principal were also incorrectly calculated. |
3 | For purposes of tabulating this number, the Company counted each Identified Payment Error as one error regardless of how many distribution periods were impacted. Some of the Identified Payment Errors impacted more than one distribution period. |
4 | The term Model Output Transmission and Model Output Transmission Error was not used in Managements 2012 assessment of compliance with applicable servicing criteria originally dated February 28, 2013 and re-issued on December 20, 2013. However, the concepts represented by such terms were reflected in the terms Model Input and Model Input Error. The Company decided that separating those errors into a third category for purposes of the 2013 Assessment would provide more detailed disclosure. |
| Most of the Model Program Errors occurred because waterfall payment logic that was unrelated to credit support depletion was incorrectly programmed due to human error. Many of these Model Program Errors resulted in interest and/or principal payments not being calculated in accordance with the applicable provisions in the transaction agreements. |
The remainder of the Identified Payment Errors resulted from Model Output Transmission Errors.
| Several of the Model Output Transmission Errors occurred because payment information was not released to the payment system for the affected transactions in time and the distribution was delayed by approximately one to two business days. |
| Other Model Output Transmission Errors occurred because incorrect Model Output information was provided to the Depository Trust Company or certificate insurers. |
In some cases, the Identified Payment Errors were a combination of overpayments to one or more classes of securities or transaction parties and corresponding underpayments to one or more other classes of securities or other transaction parties. These Identified Payment Errors consisting of overpayments and underpayments netted to zero because all the cash that was received from a transaction party in a payment cycle was distributed to investors or other transaction parties on the related payment date(s).
In other cases, the Identified Payment Errors did not net to zero on the related payment dates(s) when either the Company inadvertently distributed (i) less than the required distribution on the related payment date leaving cash in a transaction account, or (ii) more than the required distribution on the related payment date causing an overdraft in a transaction account. The scenario described in clause (i) of the preceding sentence explains the majority of circumstances where overpayments and underpayments did not net to zero. An example of the clause (i) scenario relates to the Model Output Transmission Errors described above where the distribution was delayed by approximately one to two business days.
As further described in the Remediation section below, the Company has taken appropriate corrective action, or is in the process of determining appropriate corrective action, for all the Identified Payment Errors.
B. Identified Reporting Errors. For the Period, there were approximately 1725 Identified Reporting Errors on RMBS transactions in the RMBS Bond Administration Platform.
The majority of the Identified Reporting Errors resulted from the Identified Payment Errors. Inaccurate payments led to inaccurate reporting.
The remainder of the Identified Reporting Errors were unrelated to the Identified Payment Errors.
5 | For purposes of tabulating this number, the Company counted each Identified Reporting Error as one error regardless of how many distribution periods were impacted. Some of the Identified Reporting Errors impacted more than one distribution period. |
| Most of the remainder of the Identified Reporting Errors resulted from inaccurate/incomplete bond reporting. Some examples of these Identified Reporting Errors include inaccurate reporting variables related to investor payments, incorrect tranche balance reporting, and incorrect trigger reporting. |
| Other of the remainder of the Identified Reporting Errors resulted from inaccurate/incomplete mortgage loan reporting. Some examples of these Identified Reporting Errors include incorrect information on the collateral statement portion of the investor report, missing delinquency reporting, and missing loan level performance reporting. |
Investors received notice of Investor Reporting Errors by either a revised statement in connection with a restatement of the affected distributions or by correcting the reporting error on a subsequent payment date statement.
C. Comparison of 2013 Identified Payment Errors and Identified Reporting Errors to 2012 Payment and Reporting Errors
The 2013 Identified Payment Errors and the Identified Reporting Errors were generally similar in type to the payment and reporting errors that led to the material instances of noncompliance disclosed on Managements 2012 assessment of compliance with applicable servicing criteria. However the errors generally occurred on different transactions than 2012. Moreover, the specific circumstances that gave rise to the errors in 2013 generally differed from the circumstances experienced in 2012. In a few cases, the same transaction was impacted in both 2012 and 2013 because the error carried over from monthly distribution periods in 2012 to monthly distribution periods in 2013. As a result, the error affected both the 2013 Assessment and the 2012 assessment of compliance with applicable servicing criteria. The correction of the 2013 Identified Payment Errors and Identified Reporting Errors was specific to the affected transactions and such correction does not preclude the possibility that a similar type of error would occur on a different transaction in 2014.
Examples of Model Program Errors that occurred similarly in both years involve (i) post-credit support depletion loss allocation methodology and payment priority rules, and (ii) the calculation of group-directed cash flows, interest calculation elements, and pre-credit support depletion loss allocation methodology.
Examples of Model Input Errors that occurred similarly in both years involve (i) improper coding of cash adjustments and using incorrect prior month data, (ii) loan modification inputs related to capitalization of delinquent amounts and the recovery of advances related thereto and modified interest rates in certain transaction structures, and (iii) cash adjustments related to servicer advance reimbursements that caused errors in certain calculations (e.g., the net weighted average coupon rate calculations).
While there were Model Output Transmission Errors in 2012 that contributed to the determination that there was a material instance of noncompliance with respect to Item 1122(d)(3)(ii) of Regulation AB for 2012, they generally differed from the Model Output Transmission Errors experienced in 2013. Most of the 2013 Model Output Transmission Errors were untimely transmissions of output from the related Models whereas the Model Output Transmission Errors in 2012 were timely but inaccurate transmissions of output from the related Models.
Comparing the Identified Reporting Errors in 2013 to the identified reporting errors in 2012, a substantial number in each year were caused by the payment errors (i.e., reporting an incorrect payment). There were other reporting errors in both years that related to missing and incorrect bond information and missing and incorrect mortgage loan information.
IV. Remediation
The Company has taken appropriate corrective action, or is in the process of determining appropriate corrective action, for all the Identified Payment Errors. The Identified Payment Errors for which such corrective action has been taken were rectified by means of (i) restating all affected distribution periods6, (ii) in one case, adjusting the affected distribution periods on a future distribution date7, and (iii) with respect to the Model Output Transmission Errors described in the Scope section above where the distribution was delayed by approximately one to two business days, making the additional required distribution. The restatements and adjustments occurred between January 2013 and February 2014. Investors received notice of such restatements and adjustments by means of posting revised payment date statements to the Companys corporate trust website (www.ctslink.com).
The Company has also taken appropriate corrective action, or is in the process of determining appropriate corrective action, for all of the Identified Reporting Errors. The Identified Reporting Errors for which such corrective action has been taken were addressed either through the issuance of a revised payment date statement (possibly in connection with a restatement of the affected distribution period) or through including the corrected reporting element on the next payment date statement.
Further, with respect to RMBS transactions generally in the RMBS Bond Administration Platform, the Company is engaged in an ongoing effort to examine and adjust waterfall calculations, operational processes and quality control measures applied to the payment calculation and reporting process in an effort to minimize future errors. To that end, the Company has undertaken an expansive project to identify, correct and prevent problems with its Models and the individual transactions that exhibited these problems. Due to the complexity of the issues and transactions involved, this is a long term, intensive project involving significant internal and external resources. In conjunction with other steps taken, the Company believes that these efforts will result in ongoing improvements to its payment and reporting processes.
Throughout 2012 and 2013, the Company has adopted numerous other initiatives in an effort to add rigor to its operational processes and quality control measures. The initiatives relate to both preventing Model Errors and identifying and correcting Model Errors. Examples of measures to prevent Model Errors include, among other things, enhancements to its (i) new Model creation procedures, (ii) procedures for pre-closing review of waterfall language in transaction agreements, and (iii) procedures for pre-payment date testing of transaction level payment calculations and reporting elements. Examples of measures to identify and correct Model Errors include, among other things, (a) enhanced procedures relating to Model revisions, (b) the creation of a team charged with conducting a careful analysis of every Model Error to determine if any additional controls are necessary to prevent the errors from re-occurring, and (c) the creation of a team to proactively perform Model Program corrections to prevent future Model Errors. The Company has hired a significant number of additional staff and reorganized various teams to more effectively manage the above-mentioned operational processes and quality control measures.
Material Instance of Noncompliance by any Vendor
NONE
Material Deficiencies in Companys Policies and Procedures to Monitor Vendors Compliance
NONE
6 | As used in this response, the term restatement and the phrase restating affected distribution periods means the correction of an overpayment or underpayment experienced by a class of book-entry securities by (i) submitting a revised payment date statement for each affected distribution period to the Depository Trust Company (DTC) by which the DTC adjusts the accounts of the overpaid and underpaid classes, and (ii) the posting of such revised payment date statement to the Companys corporate trust website (www.ctslink.com). In accordance with its policy in effect during the Period, the DTC revises up to twelve months of affected distributions. The process is similar for physical securities except that the Company interacts directly with affected holders as opposed to interacting with the DTC. |
7 | With respect to one transaction, the Company effected a restatement in April and May 2013 to incorporate the correct amount of a claim paid by a certificate insurer. When the same transaction was subsequently restated in September 2013 for an unrelated issue, the second restatement did not incorporate the corrected claim amount which was the subject of the first restatement. Instead of conducting a third restatement of the April and May 2013 distribution period, the Company corrected this error by distributing the correct claim funds in the January 2014 distribution period. |
Appendix A to the Companys Assessment of Compliance with the Applicable Servicing Criteria
A-1
A-2
A-3
A-4
A-5
A-6
A-7
A-8
A-9
A-10
A-11
A-12
A-13
A-14
A-15
A-16
A-17
A-18
A-19
A-20
A-21
A-22
A-23
A-24
A-25
A-26
A-27
A-28
A-29
Exhibit 34.1
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 managements 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 Commissions Regulation AB for residential mortgage loans (the Platform), except for the servicing criteria 1122(d)(1)(iii) Backup Server, as of and for the year ended December 31, 2013. 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 Managements Assessment identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. Management is responsible for the Companys compliance with the servicing criteria. Our responsibility is to express an opinion on managements assessment about the Companys 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 Companys 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 Companys compliance with the servicing criteria.
As described in the accompanying Management Assessment, for servicing criteria 1122 (d)(2)(vi) and 1122 (d)(4)(xi), 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 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 Companys eligibility to apply Interpretation 17.06.1n our opinion, managements assessment that the Company complied with the aforementioned servicing criteria, including servicing criteria 1122(d)(2)(vi) and 1122(d)(4)(xi) for which compliance is determined based on Interpretation 17.06 as described above, is fairly stated as of and for the year ended December 31, 2013 is fairly stated, in all material respects.
/s/ KPMG LLP
February 27, 2014
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International
Cooperative (KPMG International), a Swiss entity.
Exhibit 34.2
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 managements 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 Commissions 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, 2013. 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 Banks compliance with the servicing criteria. Our responsibility is to express an opinion on managements assessment about the Banks 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 Banks 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 Banks compliance with the servicing criteria.
As described in the accompanying Managements 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
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International
Cooperative (KPMG International), a Swiss entity.
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 Banks eligibility to apply Interpretation 17.06.
In our opinion, managements assessment that First Republic 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 based on Interpretation 17.06 as described above, as of and for the year ended December 31, 2013 is fairly stated, in all material respects.
/s/ KPMG LLP
San Francisco, California
February 26, 2014
2
Exhibit 34.3
[Deloitte Letterhead]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
PHH Mortgage Corporation
Mt. Laurel, NJ 08054
We have examined PHH Mortgage Corporations (the Companys) compliance with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commissions Regulation AB for the Loan Platform (the Platform) described in the accompanying Managements Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria as of and for the year ended December 31, 2013, 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 Companys compliance with the servicing criteria. Our responsibility is to express an opinion on the Companys 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 Companys 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 Companys compliance with the servicing criteria.
As described in managements 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 vendors 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 the vendor and related criteria as described in its assertion, and we performed no procedures with respect to the Companys 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, 2013:
Standard | Description | |
1122(d)(4)(vii) |
During the year ended December 31, 2013, 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 Corporations Regulation AB Platform as of and for the year ended December 31, 2013.
/s/ Deloitte & Touche LLP
February 28, 2014
2
Exhibit 34.4
Report of Independent Registered Public Accounting Firm
|
Audit.Tax.Advisory
Grant Thornton LLP 18400 Von Karman Avenue, Suite 900 Irvine, CA 92612-0525 | |||
Board of Directors and Shareholders |
||||
Redwood Residential Acquisition Corporation |
T 949.553.1600 F 949.553.0168 www.GrantThornton.com |
We have examined managements assertion, included in the accompanying Assessment of Compliance with Applicable Service Criteria (Managements 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 Commissions Regulation AB for the Residential Mortgage Loans Platform (the Platform) as of and for the year ended December 31, 2013, 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 1 of Managements Report. Management is responsible for the Companys compliance with the applicable servicing criteria. Our responsibility is to express an opinion on managements assertion about the Companys 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 Companys 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 Companys 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 Companys compliance with the applicable servicing criteria.
In our opinion, managements assertion that Redwood Residential Acquisition Corporation complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2013 for the Residential Mortgage Loans Platform is fairly stated, in all material respects.
/s/ Grant Thornton LLP
Irvine, California
March 24, 2014
Grant Thornton LLP
U.S. member firm of Grant Thornton International Ltd
Exhibit 34.5
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 managements assessment, included in the accompanying Managements 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 Commissions Regulation AB for the primary servicing of residential mortgage-backed securities (the Platform), except for servicing criteria 1122(d)(1)(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, 2013. Management is responsible for the Companys compliance with the servicing criteria. Our responsibility is to express an opinion on managements assessment about the Companys 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 Companys 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 Companys compliance with the servicing criteria.
As described in the accompanying Managements 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 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 Companys 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.
In our opinion, managements assessment that the Company complied with the aforementioned servicing criteria, including servicing criteria 1122(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, 2013, is fairly stated, in all material respects.
/s/ KPMG LLP
Chicago, Illinois
February 19, 2014
Exhibit 34.6
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 managements assessment, included in the accompanying Assessment of Compliance with the Applicable Servicing Criteria, that 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 Commissions Regulation AB for residential mortgage-backed securities (RMBS) transactions backed by pools of residential mortgage loans and commercial mortgage-backed securities (CMBS) transactions backed by pools of commercial mortgage loans, in each case for which the Company provides document custody services and where the RMBS and CMBS transactions were either (a) publicly-issued pursuant to a registration statement under the Securities Act of 1933 on or after January 1, 2006, or (b) privately-issued pursuant to an exemption from registration on or after January 1, 2006 where the Company has an obligation under the transaction agreements to deliver an assessment of compliance with the applicable servicing criteria under Item 1122(d) of Regulation AB; provided however that, the platform excludes any transactions where the offered securities were issued, sponsored and/ or guaranteed by any agency or instrumentality of the U.S. government or any government sponsored entity, other than certain securitizations of residential mortgage loan transactions issued, sponsored and/ or guaranteed by the Federal Deposit Insurance Company (the Document Custody Platform) as of and for the twelve months ended December 31, 2013. Management has determined that the servicing criteria set forth in Item 1122(d)(1)(ii), 1122(d)(1)(iv), 1122(d)(4)(i), 1122(d)(4)(ii) and 1122(d)(4)(iii) are applicable to the activities performed by the Company with respect to the Document Custody Platform as of and for the twelve months ended December 31, 2013; provided however that, with respect to the Document Custody Platform, servicing criterion 1122(d)(4)(iii) is applicable only as it relates to the Companys obligation to review and maintain the required loan documents related to any additions, removals or substitutions in accordance with the transaction agreements (the Applicable Servicing Criteria), as of and for the twelve months ended December 31, 2013. Management has determined that all other servicing criteria set forth in Item 1122(d) are not applicable to the Document Custody Platform. With respect to applicable servicing criteria 1122(d)(1)(ii) and 1122(d)(4)(iii), management has determined that there were no activities performed during the twelve months ended December 31, 2013 with respect to the Document Custody Platform, because there were no occurrences of events that would require the Company to perform such activities. Appendix A to the Assessment of Compliance with the Applicable Servicing Criteria identifies the individual transactions and securities defined by management as constituting the Document Custody Platform. Management is responsible for the Companys compliance with the servicing criteria. Our responsibility is to express an opinion on managements assessment about the Companys 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 Companys 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
KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International
Cooperative (KPMG International), a Swiss entity.
transactions and securities that comprise the Document Custody Platform, testing selected servicing activities related to the Document Custody 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 Companys compliance with the servicing criteria.
In our opinion, managements assessment that the Company complied with the aforementioned servicing criteria as of and for the twelve months ended December 31, 2013 is fairly stated, in all material respects.
/s/ KPMG LLP
Chicago, Illinois
February 28, 2014
Exhibit 34.7
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 managements assessment, included in the accompanying Assessment of Compliance with the Applicable Servicing Criteria, that 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 Commissions Regulation AB for residential mortgage-backed securities (RMBS) transactions backed by pools of residential mortgage loans and/or backed by RMBS, for which the Company provides master servicing services and where the RMBS transactions were either (a) publicly-issued pursuant to a registration statement under the Securities Act of 1933, or (b) privately-issued pursuant to an exemption from registration where the Company has an obligation under the transaction agreements to deliver an assessment of compliance with the applicable servicing criteria under Item 1122(d) of Regulation AB; provided however that, the platform excludes any transactions where the offered securities were issued, sponsored and/or guaranteed by any agency or instrumentality of the U.S. government or any government sponsored entity, other than certain securitizations of residential mortgage loan transactions issued, sponsored and/or guaranteed by the Federal Deposit Insurance Company (the RMBS Master Servicing Platform), to the extent required in the related transaction agreements, in regards to the activities performed by the Company, except for the following servicing criteria: 1122(d)(3)(i)(C), 1122(d)(4)(i), 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), 1122(d)(4)(xiii) and 1122(d)(4)(xv), which management has determined are not applicable to the activities the Company performed with respect to the RMBS Master Servicing Platform as of and for the twelve months ended December 31, 2013; provided however that, with respect to the RMBS Master Servicing Platform, servicing criteria 1122(d)(3)(i)(A),(B) and (D) are applicable only as they relate to the Companys responsibility to aggregate and provide loan level data to the bond administrator in accordance with the timeframes outlined in the transaction agreements; and provided further that, with respect to the RMBS Master Servicing Platform, servicing criterion 1122(d)(3)(ii) is applicable only as it relates to the timeframes of remittances to various deal parties, as required by the transaction agreements (the Applicable Servicing Criteria). Appendix A to the Assessment of Compliance with the Applicable Servicing Criteria identifies the individual transactions and securities defined by management as constituting the RMBS Master Servicing Platform. Management is responsible for the Companys compliance with the servicing criteria. Our responsibility is to express an opinion on managements assessment about the Companys 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 Companys 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 RMBS Master Servicing Platform, testing selected servicing activities related to the RMBS Master Servicing 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 Companys 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.
In our opinion, managements assessment that the Company complied with the aforementioned servicing criteria as of and for the twelve months ended December 31, 2013 is fairly stated, in all material respects.
/s/ KPMG LLP
Chicago, Illinois
February 26, 2014
Exhibit 34.8
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 Associations (the Company) compliance with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commissions Regulation AB for residential mortgage-backed securities (RMBS) transactions backed by pools of residential mortgage loans and/or backed by RMBS, for which the Company provides trustee (except Delaware trustee or owner trustee), indenture trustee, securities administration and/or paying agent services and where the RMBS transactions were either (a) publicly-issued pursuant to a registration statement under the Securities Act of 1933, or (b) privately-issued pursuant to an exemption from registration where the Company has an obligation under the transaction agreements to deliver an assessment of compliance with the applicable servicing criteria under Item 1122(d) of Regulation AB; provided, however that the platform excludes any transactions where the offered securities were issued, sponsored and/or guaranteed by any agency or instrumentality of the U.S. government or any government sponsored entity, other than certain securitizations of residential mortgage loan transactions issued, sponsored and/or guaranteed by the Federal Deposit Insurance Company (the RMBS Bond Administration Platform), to the extent required in the related transaction agreements, in regards to the activities performed by the Company, except for the following servicing criteria: 1122(d)(4)(ii) and 1122(d)(4)(iv) 1122(d)(4)(xiii), which management has determined are not applicable to the activities the Company performed with respect to the RMBS Bond Administration Platform (the Applicable Servicing Criteria), as of and for the twelve months ended December 31, 2013. Management is responsible for the Companys compliance with the servicing criteria. Our responsibility is to express an opinion on the Companys compliance based on our examination. Appendix A to the Assessment of Compliance with the Applicable Servicing Criteria identifies the individual transactions and securities defined by management as constituting the RMBS Bond Administration Platform.
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 Companys 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 RMBS Bond Administration Platform, testing selected servicing activities related to the RMBS Bond Administration 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 Companys 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.
As described in managements 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 policies and procedures in place designed to provide reasonable assurance that the vendors 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 managements Assessment of Compliance With the Applicable Servicing Criteria, and we performed no procedures with respect to the Companys 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, 2013:
| 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, 2013, in all material respects.
We do not express an opinion or any form of assurance on Managements Discussion on Material Instances of Noncompliance by the Company included in Schedule B of the Companys Assessment of Compliance with the Applicable Servicing Criteria.
/s/ KPMG LLP
Chicago, Illinois
February 27, 2014
Exhibit 35.1
[Cenlar Logo]
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 Servicers activities during the period 1/1/13 to 12/31/13 (the Reporting Period) and of the Servicers 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 26th day of February 2014.
By: | /s/ Michael Blair | |
Name: Michael Blair | ||
Title: Senior Vice President |
Exhibit A
Securities Covered in Cenlar FSBs 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 12/31/13 | |||||
K06 |
Redwood Trust, Inc. | SEMT 2012-2 | 1/1 to 12/31/13 | |||||
L06 |
Redwood Trust, Inc. | SEMT 2012-3 | 1/1 to 12/31/13 | |||||
Z06 |
Redwood Trust, Inc. | SEMT 2012-4 | 1/1 to 12/31/13 | |||||
Y06 |
Redwood Trust, Inc. | SEMT 2012-5 | 1/1 to 12/31/13 | |||||
RW0 |
Redwood Trust, Inc. | SEMT 2012-6 | 1/1 to 12/31/13 | |||||
RW1 |
Redwood Trust, Inc. | SEMT 2013-1 | 1/1 to 12/31/13 | |||||
RW2/S11 |
Redwood Trust, Inc. | SEMT 2013-2 | 2/1 to 12/31/13 | |||||
RW3 |
Redwood Trust, Inc. | SEMT 2013-3 | 3/1 to 12/31/13 | |||||
RW4 |
Redwood Trust, Inc. | SEMT 2013-4 | 4/1 to 12/31/13 | |||||
RW5 |
Redwood Trust, Inc. | SEMT 2013-5 | 5/1 to 12/31/13 | |||||
RW6 |
Redwood Trust, Inc. | SEMT 2013-6 | 6/1 to 12/31/13 | |||||
RW7 |
Redwood Trust, Inc. | SEMT 2013-7 | 7/1 to 12/31/13 |
Exhibit 35.2
Feb 28, 2014
Servicer Compliance Statement
For SEMT 2012-1 (see Schedule A)
(i) | a review of the Servicers activities during the reporting period from January 1, 2013 through December 31, 2013 and of its performance under the Agreement (each of the agreement and the reconstitution Agreement as defined on Schedule A attached hereto) from the above referenced trust during such period has been made under such officers supervision, and |
(ii) | to the best of such officers knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement and any applicable Reconstitution Agreement in all material respects throughout such reporting period (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof. |
First Republic Bank | ||
By: | /s/ Lionel Antunes |
Name: | Lionel Antunes |
Title: | Vice President of Residential Lending |
Date: | Feb. 28, 2014 |
<for SEMT 2012-1>
SCHEDULE A
1. | Flow Mortgage Loan Sale and Servicing Agreement dated as of July 1, 2010, between Redwood Residential Acquisition Corporation and First Republic Bank, as modified by Reconstitution Agreement dated January 27, 2012. |
Exhibit 35.3
PHH Mortgage
[PHH logo]
1 Mortgage Way
Mount Laurel, NJ 08054
FORM 1123 CERTIFICATION
I, Martin L. Foster, the undersigned, an authorized officer of PHH Mortgage Corporation (the Servicer), do certify the following for the calendar year ended December 31 2013:
1. A review of the Servicers activities during the reporting period and of its performance under the servicing agreement[s] listed on Schedule 1 hereto (the Agreement[s]) has been made under such officers supervision.
2. To the best of such officers knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Agreement[s] in all material respects throughout the reporting period. I note that Schedule 2 hereto discloses an instance of the Servicers failure to fulfill an obligation under the Agreement[s], which was confirmed after the end of the calendar year ended December 31, 2013, specifying such failure and the nature and status thereof. I further note that the Servicer does not believe this failure to fulfill an obligation is material.
Certified by: PHH Mortgage Corporation | ||
By: | /s/ Martin L. Foster | |
Name: | Martin L. Foster | |
Title: | Senior Vice President |
SCHEDULE 1
[List of applicable contracts]
Wells Fargo Bank NA
PHH Investor Number | PHH Category | Deal Name/Agreement Name | ||
100 |
001 | FNMA 2005-W1 | ||
101 |
001 | JPMMT 2004-A2 | ||
102 |
001 | BSABS 2004-AC2 | ||
106 |
001 | FNGT 2004-T3 | ||
107 |
001 | MLCC 2004-B | ||
108 |
001 | MSM 2004-3 | ||
109 |
001 | FNMA 2004-W9 | ||
110 |
001 | MLCC 2004-C | ||
111 |
001 | JPMMT 2004-A3 | ||
113 |
001 | MSM 2004-5AR | ||
114 |
001 | BSALTA 2004-6 | ||
115 |
001 | JPMMT 2004-A4 | ||
116 |
001 | MSM 2004-6AR | ||
117 |
001 | MLCC 2004-HB1 | ||
118 |
001 | BSABS 2004-AC4 | ||
119 |
001 | FNMA 2004-W12 | ||
120 |
001 | SAIL 2004-7 | ||
121 |
001 | PNC 07-2004 | ||
122 |
001 | BAYVIEW 2004-C | ||
124 |
001 | MSM 2004-4 | ||
125 |
001 | MSM 2004-7AR | ||
127 |
001 | MLCC 2004-D | ||
128 |
001 | BSABS 2004-AC5 | ||
128 |
002 | BSABS 2004-AC6 | ||
128 |
003 | BSABS 2005-AC1 | ||
128 |
004 | BSALTA 2005-2 | ||
128 |
005 | BSABS 2005-AC2 | ||
128 |
006 | BSABS 2005-AC3 | ||
128 |
007 | BSABS 2005-AC4 | ||
128 |
008 | BSABS 2005-AC5 | ||
128 |
009 | BSABS 2005-AC6 | ||
128 |
010 | BSABS 2005-AC7 | ||
128 |
011 | BSABS 2005-AC8 | ||
128 |
012 | BSABS 2005-AC9 | ||
128 |
015 | BSABS 2007-SD3 | ||
129 |
001 | MSM 2004-8AR | ||
132 |
001 | MLCC 2004-E | ||
135 |
001 | JPMMT 2004-A5 | ||
136 |
001 | MSM 2004-9 | ||
137 |
001 | MSM 2004-10AR |
2
PHH Investor Number | PHH Category | Deal Name/Agreement Name | ||
140 |
001 | JPMMT 2004-A6 | ||
141 |
001 | JPMMT 2004-S2 | ||
143 |
001 | BAYVIEW 2004-D | ||
144 |
001 | BART 2004-10 | ||
145 |
001 | BSALTA 2004-12 | ||
146 |
001 | BART 2004-12 | ||
147 |
001 | MLCC 2004-1 | ||
148 |
001 | MLCC 2004-F | ||
149 |
001 | HARBOR 2004-10 | ||
151 |
001 | MLMI 2003-A4 | ||
153 |
001 | MLC 2003-D | ||
154 |
001 | MLCC 2003-E | ||
155 |
001 | BSABS 2003-AC4 | ||
160 |
001 | MLM 2003-A05 | ||
161 |
001 | BSARM 2003-6 | ||
162 |
001 | MLC 2003-F | ||
164 |
001 | BART 2003-7 | ||
166 |
001 | JPMMT 2003-A1 | ||
167 |
001 | MLCC 2004-G | ||
168 |
001 | MLC 2003-G | ||
169 |
001 | BSABS 2003-AC6 | ||
170 |
001 | BSARM 2003-8 | ||
171 |
001 | JPMMT 2003-A2 | ||
173 |
001 | BSABS 2003-AC7 | ||
174 |
001 | MLCC 2003-H | ||
179 |
001 | SEQUOIA 2004-01 | ||
179 |
002 | SEQUOIA 2004-02 | ||
179 |
003 | SEQUOIA 2004-03 | ||
179 |
004 | SEQUOIA 2004-04 | ||
179 |
005 | SEQUOIA 2004-05 | ||
179 |
006 | SEQUOIA 2004-06 | ||
179 |
007 | SEQUOIA 2004-07 | ||
179 |
008 | SEQUOIA 2004-08 | ||
179 |
009 | SEQUOIA 2004-09 | ||
179 |
010 | SEQUOIA 2004-10 | ||
179 |
011 | SEQUOIA 2004-11 | ||
179 |
012 | SEQUOIA 2004-12 | ||
179 |
013 | SEQUOIA 2005-01 | ||
179 |
014 | SEQUOIA 2005-02 | ||
179 |
015 | SEQUOIA 2005-03 | ||
179 |
016 | SEQUOIA 2005-04 | ||
179 |
017 | Sequoia 2007-1 | ||
179 |
018 | SEMT 2007-2 | ||
179 |
019 | SEMT 2007-3 |
3
PHH Investor Number | PHH Category | Deal Name/Agreement Name | ||
179 |
020 | SEMT 2007-4 | ||
180 |
001 | PRIME 2004-CL1 | ||
181 |
001 | MLMI 2004-A1 | ||
182 |
001 | BSARM 2004-1 | ||
183 |
001 | JPMMT 2004-A1 | ||
186 |
001 | FNGT 2004-T1 | ||
187 |
001 | BSABS 2004-AC1 | ||
189 |
001 | CFSB 2004-1 | ||
190 |
001 | MSM 2004-2AR | ||
191 |
001 | FNGT 2004-T2 | ||
192 |
All | PHHAM 2007-2 | ||
194 |
001 | NORTH FORK BANK | ||
195 |
001 | MLCC 2004-A | ||
196 |
001 | PRIME 2004-CL2 | ||
198 |
001 | FNMA 2004-W11 | ||
199 |
001 | BSALTA 2004-3 | ||
200 |
001 | MSM 2004-11R | ||
205 |
All | PHH 2007-SL1 | ||
206 |
001 | JPMMT 2005-A1 | ||
207 |
001 | JPMMT 2005-S1 | ||
208 |
001 | WACHOVIA INV | ||
215 |
001 | MLCC 2005-A | ||
217 |
001 | JPMMT 2005-A2 | ||
218 |
001 | MSM 2005-2AR | ||
219 |
001 | BALTA 2005-4 | ||
224 |
001 | MLCC 2005-1 | ||
226 |
001 | BSALTA 2005-5 | ||
229 |
001 | JPMMT 2005-A3 | ||
234 |
001 | MLMI 2005-A4 | ||
240 |
All | BAYVIEW 2007-B | ||
243 |
001 | MLCC 2005-B | ||
245 |
001 | JPMMT 2005-A4 | ||
248 |
001 | PRIME 2005-2 | ||
253 |
001 | JPMMT 2005 A-5 | ||
256 |
001 | MLMI 2005-SL2 | ||
258 |
001 | BSALTA 2005-7 | ||
259 |
001 | BART 2005-7 | ||
262 |
001 | ARMT 2005-8 | ||
263 |
001 | MSM 2005-4 | ||
264 |
001 | BSARM 2005-6 | ||
267 |
001 | JPMMT 2005-A6 | ||
268 |
001 | ARMT 2005-9 | ||
269 |
001 | BAYVIEW 2005-C | ||
273 |
001 | MSM 2005-5AR |
4
PHH Investor Number | PHH Category | Deal Name/Agreement Name | ||
276 |
001 | JPMMT 2005-S2 | ||
277 |
001 | MLCC 2005-2 | ||
280 |
All | JPMMT 2007-A3 | ||
283 |
001 | JPMMT 2005-A7 | ||
284 |
001 | BAFC 2005-05 | ||
285 |
001 | SAMI II 2005-AR5 | ||
287 |
001 | RBSG3-05-A | ||
291 |
001 | ARMT-2005-10 | ||
292 |
001 | BSALTA 2005-9 | ||
520 |
001 | JPMMT 2006-S2 | ||
521 |
001 | JPALT 2006-S3 | ||
524 |
001 | JPALT 2006-A3 | ||
525 |
001 | JPMMT 2006-S3 | ||
526 |
001 | JPALT 2006-A4 | ||
529 |
001 | MLMI 2006-A4 | ||
530 |
001 | MSM 2006-11 | ||
532 |
001 | BSALTA 2006-5 | ||
533 |
All | MLCC 2007-WL2 | ||
539 |
001 | MSM 2006-12XS | ||
546 |
001 | DBALT 2006-AB4 | ||
548 |
001 | FNMA 2003-18 | ||
550 |
001 | WACHOVIA BANK | ||
554 |
001 | JPALT 2006-A2 | ||
555 |
001 | GSMPS2004-1 | ||
558 |
001 | WACHOVIA | ||
559 |
001 | JPMMT 2006-A3 | ||
569 |
001 | JPALT 2006-S2 | ||
575 |
001 | NORWEST 998 | ||
579 |
All | DBALT 2007-2 | ||
584 |
001 | MLMI 2006-AF1 | ||
584 |
001 | MLMI 2006-AF1 | ||
585 |
001 | SAM 1999-1 | ||
586 |
All | JPMMT 2007-S3 | ||
587 |
001 | WACHOVIA | ||
590 |
001 | JPMMT 2006-A6 | ||
591 |
001 | CSMC 2006-8 | ||
596 |
001 | MSM 2006-15XS | ||
597 |
001 | JPALT 2006-A6 | ||
598 |
All | Retrade from Chimera | ||
599 |
001 | MLMI 2006-AF2 | ||
605 |
001 | BSALTA 2006-03 | ||
607 |
001 | MLCC 2006-3 | ||
620 |
001 | DBALT 2006-AR5 | ||
624 |
001 | PRIME 2006-CL1 |
5
PHH Investor Number | PHH Category | Deal Name/Agreement Name | ||
626 |
001 | MLCC 2006-02 | ||
628 |
001 | WACHOVIA BANK | ||
630 |
001 | KPAC 1993-1 | ||
633 |
001 | SASI 1993-7 | ||
638 |
All | MLCC 2007-WL3 PSA | ||
656 |
001 | JPALT 2006-S4 | ||
657 |
001 | GSMPS 2005-RP1 | ||
659 |
001 | BAFC 2006-8T2 | ||
660 |
All | PHHAM 2007-3 | ||
665 |
001 | BAF 2006-1 | ||
673 |
001 | BSALTA 2006-8 | ||
674 |
All | MLCC 2007-3 PSA | ||
678 |
001 | BAYVIEW 2006-D | ||
679 |
001 | BSABS I 2006-SD | ||
683 |
001 | FNGT 2003-W3 | ||
688 |
001 | FNMA 2003-W12 | ||
689 |
001 | FNTG 2003-W2 | ||
696 |
001 | NORTHWES SAS | ||
707 |
001 | FNMA 2003-W15 | ||
708 |
001 | FNMA 2003-W18 | ||
709 |
002 | 2003-0081 | ||
720 |
001 | FNMA 2004-1 | ||
722 |
001 | FNGT 2002-T19 | ||
733 |
001 | FNMA 2003-W19 | ||
734 |
001 | FNMA 2003-W14 | ||
737 |
001 | JPMMT 2006-A4 | ||
739 |
001 | JPMMT 2006-A7 | ||
744 |
001 | 2003-3 | ||
752 |
001 | FNGT 2002-T18 | ||
756 |
001 | GSMPS 03-2 | ||
757 |
001 | MSM 2006-7 | ||
758 |
001 | BSAABS 2002-AC1 | ||
760 |
All | JPALT 2007-A2 | ||
761 |
001 | BSART 2002-11 | ||
762 |
001 | BSARMT 2003-1 | ||
763 |
001 | FNMA 2003-W8 | ||
764 |
001 | BSART 2003-04 | ||
770 |
001 | WELLS FARGO | ||
771 |
001 | FNMA 2003-W6 | ||
777 |
001 | BSARM 2003-5 | ||
779 |
001 | APRIL 30-2003 | ||
780 |
All | MANA 2007-A1 | ||
781 |
001 | FNMA 2003-63 | ||
787 |
001 | FNT 2003-W17 |
6
PHH Investor Number | PHH Category | Deal Name/Agreement Name | ||
788 |
All | MLCC 2007-1 | ||
792 |
All | MSM 2007-1XS | ||
793 |
All | JPMMT 2007-A4 | ||
797 |
001 | FNMA 2002-66 | ||
800 |
001 | BSALTA 2006-2 | ||
801 |
001 | JPMMT 2006-A2 | ||
802 |
001 | JPMMT 2006-S1 | ||
806 |
001 | DBALT 2006-AF1 | ||
810 |
All | PHHAM 2007-1 | ||
817 |
All | MSM 2007-6XS | ||
818 |
All | WACH TO DLJ | ||
822 |
All | JPMMT 2007-S2 | ||
823 |
All | RBSGC 2007-B | ||
837 |
001 | MLMI 2003 A2 | ||
842 |
001 | GECSI | ||
845 |
001 | JPMORGAN | ||
846 |
All | MLMBS 2007-1 | ||
847 |
002 | NORWEST FUNDING | ||
851 |
All | BSSLT 2007-SV1 | ||
853 |
001 | BSALTA 2006-4 | ||
854 |
001 | INP1837 | ||
855 |
All | MLCC 2007-2 | ||
856 |
All | MANA 2007-AF1 | ||
860 |
001 | BSALTA 2003-2 | ||
867 |
001 | Wahovia Portfolio | ||
871 |
001 | WELLS FARGO | ||
878 |
All | MANA 2007-A2 | ||
879 |
All | DBALT 2007-AB1 | ||
883 |
001 | JPALT 2006-A1 | ||
885 |
001 | MLCC 2003-B | ||
889 |
All | MLMBS 2007-3 | ||
892 |
001 | MLCC 2006-1 | ||
895 |
001 | JPALT 2006-S1 | ||
898 |
001 | MLM1 2002-A3 | ||
900 |
001 | ML BUSA 2001A | ||
901 |
All | MLCC 2007-WL1 | ||
902 |
001 | MLM 2003-A01 | ||
904 |
All | BAYVIEW 2007-A | ||
910 |
001 | SEQUOIA 7 | ||
910 |
All | GSAA 2007-9 | ||
911 |
001 | MALT 2002-1 | ||
913 |
001 | SEQUOIA 11 | ||
915 |
001 | MLCC 2003-C | ||
916 |
001 | MAL 2002-2 |
7
PHH Investor Number | PHH Category | Deal Name/Agreement Name | ||
918 |
001 | MARM 2002-3 | ||
921 |
001 | SEQUOIA 10 | ||
923 |
001 | MASTR 2002-7 | ||
923 |
003 | MASTR 2003-6 | ||
923 |
004 | MARM 2003-2 | ||
923 |
005 | MASTR 2003-7 | ||
923 |
006 | MALT 2003-5 | ||
923 |
008 | MAST 2003-8 | ||
923 |
009 | MALT 2003-6 | ||
923 |
010 | MARM 2003-4 | ||
923 |
011 | MAST 2003-9 | ||
923 |
012 | MAST 2003-10 | ||
923 |
013 | MARM 2003-5 | ||
923 |
014 | MAST 2003-11 | ||
923 |
015 | MALT 2003-8 | ||
923 |
016 | MALT 2003-9 | ||
923 |
017 | MASTR 2003-12 | ||
923 |
018 | MALT 2004-1 | ||
923 |
019 | MARM 2004-1 | ||
923 |
020 | MASTR 2004-1 | ||
923 |
021 | MASTR 2004-P2 | ||
923 |
022 | MALT 2004-2 | ||
923 |
023 | MASTR 2004-3 | ||
923 |
024 | MALT 2004-3 | ||
923 |
025 | MARM 2004-3 | ||
923 |
026 | MASTR 2004-4 | ||
923 |
027 | MALT 2004-4 | ||
923 |
028 | MASTR 2004-5 | ||
923 |
029 | MARM 2004-4 | ||
923 |
030 | MARM 2004-5 | ||
923 |
031 | MALT 2004-5 | ||
923 |
032 | MASTR 2004-6 | ||
923 |
033 | MALT 2004-6 | ||
923 |
034 | MASTR 2004-8 | ||
923 |
035 | MALT 2004-7 | ||
923 |
036 | MALT 2004-9 | ||
923 |
037 | MASTR 2004-9 | ||
923 |
038 | MALT 2004-8 | ||
923 |
039 | MALT 2004-10 | ||
923 |
040 | MARM 2004-10 | ||
923 |
041 | MSSTR 2004-1 | ||
923 |
042 | MALT 2004-11 | ||
923 |
043 | MARM 2004-11 | ||
923 |
044 | MASTR 2004-10 |
8
PHH Investor Number | PHH Category | Deal Name/Agreement Name | ||
923 |
045 | MALT 2004-12 | ||
923 |
046 | MASTR 2004-11 | ||
923 |
047 | MARM 2004-15 | ||
923 |
048 | MALT 2004-13 | ||
923 |
049 | MALT 2005-1 | ||
923 |
050 | MARM 2005-1 | ||
923 |
051 | MARM 2005-2 | ||
923 |
052 | MALT 2005-2 | ||
923 |
053 | MALT 2005-3 | ||
923 |
054 | MSSTR 2005-1 | ||
923 |
055 | MARM 2005-3 | ||
923 |
056 | MALT 2005-4 | ||
923 |
057 | MASTR 2005-1 | ||
923 |
058 | MARM 2005-6 | ||
923 |
059 | MALT 2005-5 | ||
923 |
060 | MSSTR 2005-2 | ||
923 |
061 | MASTR 2005-AB1 | ||
924 |
001 | MASTR 2002-8 | ||
927 |
001 | TMST 2003-1 | ||
927 |
002 | TMST 2003-2 | ||
927 |
003 | TMST 2003-4 | ||
927 |
004 | TMST 2003-3 | ||
927 |
005 | TMST 2003-5 | ||
927 |
006 | TMST 2003-6 | ||
927 |
007 | TMST 2004-1 | ||
927 |
008 | TMST 2004-2 | ||
927 |
009 | TMST 2005-3 | ||
927 |
010 | THORNBURG 2006-1 | ||
927 |
011 | THORNBURG 2006-4 | ||
929 |
001 | SEQUOIA 2003-1 | ||
929 |
002 | SEQUOIA 2003-2 | ||
929 |
003 | SEQUOIA 2003-5 | ||
929 |
004 | SEQUOIA 2003-8 | ||
930 |
001 | MLMI 2003-A3 | ||
960 |
001 | DAL 2006-AB1 | ||
961 |
001 | BSALTA 2006-1 | ||
962 |
001 | JPMMT 2006-A1 | ||
964 |
001 | MSM 2006-2 | ||
967 |
001 | GSR 2006-1F | ||
967 |
002 | GSA 2006-7 | ||
967 |
003 | GSP 2006-AR2 | ||
967 |
004 | GSP 2006-5F | ||
967 |
005 | GSP 2006-8F | ||
967 |
006 | GSA 2006-16 |
9
PHH Investor Number | PHH Category | Deal Name/Agreement Name | ||
967 |
007 | GSP 2006-9F | ||
967 |
008 | GSR 2007-AR1 | ||
967 |
009 | GSP 2007-3F | ||
967 |
010 | GSR 2007-AR2 | ||
969 |
001 | BSALTA 2005-10 | ||
971 |
001 | BAFC 2005-08 | ||
973 |
001 | GSR 2005-9F | ||
974 |
001 | JPMMT 2005-S3 | ||
975 |
001 | JPALT 2005-A2 | ||
976 |
001 | MLMI A10 | ||
977 |
001 | MLMI A9 | ||
978 |
001 | PRIME 2005-5 | ||
981 |
001 | BAFC 2005-7 | ||
983 |
001 | JPALT 2005-S1 | ||
984 |
001 | MALT05-6 | ||
984 |
002 | MARM 2005-8 | ||
984 |
003 | MAL 2006-1 | ||
984 |
004 | MABS 2006-AB1 | ||
984 |
005 | MASTR 2006-1 | ||
984 |
006 | MARM 2006-2 | ||
984 |
007 | MAL 2006-3 | ||
988 |
001 | MLMI 2005-A8 | ||
989 |
001 | BAFC 2005-6 | ||
990 |
001 | MSM 2005-7 | ||
992 |
001 | MLCC 05-3 | ||
993 |
001 | JPMMT 2005-A8 | ||
994 |
001 | LUMINT CAP 05-1 | ||
997 |
001 | JPMMT 2005-ALT1 | ||
997 |
004 | JPMMT 2005-ALT1 | ||
10D |
All | JPMMT 2006-A4 | ||
10E |
All | CSFB 2004-3 | ||
11D |
All | BSALTA 2006-4 | ||
11E |
All | BSABS 2004-AC3 | ||
12D |
All | JPALT 2006-S3 | ||
12E |
All | MALT 2004-4 | ||
13A |
All | MASTR 2006-1 | ||
13D |
All | CSFB 2003-27 | ||
13E |
All | BSABS 2004-AC4 | ||
14D |
All | JPMMT 2006-S2 | ||
14E |
All | MALT 2004-6 | ||
15D |
All | N/A | ||
15E |
All | CSFB 2004-4 | ||
16D |
All | N/A | ||
16E |
All | MALT 2004-7 |
10
PHH Investor Number | PHH Category | Deal Name/Agreement Name | ||
17D |
All | 1057 | ||
17E |
All | CSFB 2004-5 | ||
18D |
All | MASTR 2002-7 | ||
18E |
All | MALT 2004-8 | ||
19D |
All | Harborview 2006-6 | ||
19E |
All | BSABS 2004-AC5 | ||
20D |
All | 6401 | ||
20E |
All | CSFB 2004-6 | ||
21D |
All | MASTR 2003-11 | ||
21E |
All | MSSTR 2004-1 | ||
22D |
All | PRIME 2005-1 | ||
22E |
All | BSABS 2004-AC6 | ||
23D |
All | CSMC 2007-7 | ||
23E |
All | MALT 2004-11 | ||
24D |
All | N/A | ||
24E |
All | CSFB 2004-8 | ||
25D |
All | BSABS 2006-AC4 | ||
25E |
All | MASTR 2004-11 | ||
26D |
All | 1994-3 | ||
26E |
All | MALT 2004-12 | ||
27D |
All | AHF-1989-1 | ||
27E |
All | BSABS 2005-AC1 | ||
28D |
All | AHF-1988-1 | ||
29D |
All | MALT 2003-8 | ||
29E |
All | BSALTA 2007-2 | ||
60D |
All | CSFB 20059 | ||
60E |
All | MALT 2005-3 | ||
61D |
All | MASTR 2003-1 | ||
61E |
All | MSSTR 2005-1 | ||
62D |
All | MASTR 2003-2 | ||
62E |
All | CSFB 2005-5 | ||
63D |
All | N/A | ||
63E |
All | GSAA 2007-2 | ||
64D |
All | MALT 2003-2 | ||
64E |
All | ARMT 2005-7 | ||
65D |
All | DMSI 2003-1 | ||
65E |
All | BSABS 2005-AC5 | ||
66D |
All | MASTR 2003-3 | ||
66E |
All | MALT 2005-5 | ||
67D |
All | BSALTA 2006-5 | ||
67E |
All | CSFB 2005-8 | ||
68D |
All | BSABS 2003-AC7 | ||
68E |
All | CSFB 2005-9 | ||
69D |
All | MASTR 2003-4 |
11
PHH Investor Number | PHH Category | Deal Name/Agreement Name | ||
69E |
All | MABS 2005-AB1 | ||
70D |
All | JPALT 2006-A6 | ||
70E |
All | MASTR 2005-2 | ||
71D |
All | CSAB 06-3 | ||
71E |
All | MSM 2005-6AR | ||
72D |
All | MASTR 2003-5 | ||
72E |
All | MSM 2005-7 | ||
73D |
All | PRIME 2003-1 | ||
73E |
All | MSM 2007-7AX | ||
74D |
All | MASTR 2003-6 | ||
74E |
All | CSFB 2005-10 | ||
75D |
All | MASTR 2003-7 | ||
75E |
All | MSSTR 2005-2 | ||
76D |
All | Harborview 2003-2 | ||
76E |
All | BSABS 2005-AC8 | ||
77D |
All | MALT 2003-6 | ||
77E |
All | MSM2005-9AR | ||
78D |
All | BSALTA 2006-7 | ||
78E |
All | CSFB 2005-11 | ||
79D |
All | N/A | ||
79E |
All | MALT 2005-6 | ||
80D |
All | BSALTA 2006-7 | ||
80E |
All | MSM 2006-1AR | ||
81D |
All | BSABS 2003-AC4 | ||
81E |
All | MSM 2005-11AR | ||
82C |
All | BSALTA 2007-3 | ||
82D |
All | BSABS 2003-AC5 | ||
82E |
All | BART 2005-12 | ||
83C |
All | BSAAT 2007-1 | ||
83D |
All | CSFB 2003-23 | ||
84C |
All | DBALT 2007-2 | ||
84D |
All | MASTR 2003-10 | ||
84E |
All | MSM 2006-3AR | ||
85C |
All | HALO 2007-2 | ||
85D |
All | BSABS 2003-AC6 | ||
86C |
All | JPMMT 2006-A6 | ||
86D |
All | PRIME 2003-2 | ||
86E |
All | MALT 2005-4 | ||
87C |
All | BSALTA 2006-6 | ||
87D |
All | MALT 2003-7 | ||
87E |
All | BALTA 2005-10 | ||
88C |
All | BSALTA 2006-2 | ||
88D |
All | PRIME 2003-3 | ||
88E |
All | CSFB 2005-12 |
12
PHH Investor Number | PHH Category | Deal Name/Agreement Name | ||
89C |
All | DBALT 2003-3 | ||
89D |
All | MALT 2003-9 | ||
89E |
All | BSALTA 2006-1 | ||
90D |
All | MASTR 2003-12 | ||
90E |
All | BSABS 2006-AC1 | ||
91C |
All | N/A | ||
91D |
All | MASTR 2004-1 | ||
91E |
All | N/A | ||
92C |
All | 4073 | ||
92D |
All | MASTR 2004-P2 | ||
92E |
All | N/A | ||
93C |
All | N/A | ||
93D |
All | MALT 2004-3 | ||
94C |
All | MSM 2006-5AR | ||
94D |
All | MASTR 2004-3 | ||
95C |
All | MALT 2004-13 | ||
95D |
All | BSABS 2004-AC1 | ||
96C |
All | N/A | ||
96D |
All | BSALTA 2007-1 | ||
97C |
All | 4073 | ||
97D |
All | BSALTA 2004-3 | ||
98C |
All | Harborview 2006-2 | ||
98D |
All | BSABS 2004-AC2 | ||
99C |
All | BSALTA 2006-3 | ||
99D |
All | BSALTA 2004-4 | ||
G37 |
All | PHHMC 2008-CIM1 | ||
G44 |
All | ROOSEVELT NAV TST 08-1 | ||
G45 |
All | ROOSEVELT NAV TST 08-2 | ||
G46 |
All | ROOSEVELT NAV TST 08-3 | ||
G56 |
All | PHHMC 2008-CIM2 | ||
G59 |
All | Act/Act FNMA Portfolio | ||
G68 |
All | Portfolio from Wachovia merger | ||
G69 |
All | Portfolio from Wachovia merger | ||
G90 |
001 | SEMT 2011-1 | ||
G90 |
003 | SEMT 2011-2 | ||
H51 |
Sequoia HELOC Trust 2004-1 | |||
H52 |
MSDWCC HELOC Trust 2003-1 | |||
H54 |
MSDWCC HELOC Trust 2005-1 | |||
H55 |
MSCC HELOC Trust 2007-1 | |||
H56 |
MSDWCC HELOC Trust 2003-2 | |||
P38 |
Portfolio acquired | |||
R11 |
Wachovia portfolio | |||
R49 |
GE Capital Mtg portfolio | |||
R51 |
Wells Fargo portfolio from CUNA |
13
PHH Investor Number | PHH Category | Deal Name/Agreement Name | ||
R54 |
MAST2004-6 | |||
R56 |
MAST2004-10 | |||
R57 |
MAST2004-11 | |||
R60 |
MALT2005-3 | |||
R62 |
MSSTR2005-01 | |||
R64 |
MASTR2005-01 | |||
R71 |
MASTER 2005-2 | |||
R87 |
SEMT 2012-1 | |||
R97 |
SEMT 2012-2 | |||
R98 |
CSMC 2012-CIM1 | |||
S20 |
RMAC 2001-D | |||
S21 |
Roosevelt 2012-1 | |||
S22 |
Roosevelt 2012-2 | |||
S23 |
CSMC Trust 2012-CIM2 | |||
S24 |
SEMT 2012-3 | |||
S40 |
SEMT 2012-4 | |||
S42 |
SEMT 2012-5 | |||
S47 |
SEMT 2012-6 | |||
S48 |
CSMC Trust 2012-CIM3 | |||
S52 |
SEMT 2013-1 | |||
S53 |
2012-JV1 | |||
S54 |
SEMT 2013-2 | |||
S58 |
CSMC 2013-TH1 | |||
S60 |
CCMC 2013-IVR1 | |||
S62 |
Delta Community CU | |||
S65 |
CSMC 2013-IVR2 | |||
S66 |
JPMMT 2013-3 | |||
S67 |
SEMT 2013-7 | |||
S68 |
CSMC 2013-IVR3 | |||
S74 |
CSMC 2013-IVR4 | |||
S76 |
CSMC 2013-6 | |||
S77 |
BAFC AGATE BAY 2013-1 | |||
S79 |
CSMC 2013-7 | |||
S85 |
CSMC 2013-IVR5 | |||
93E |
Agent # 509 |
14
SCHEDULE 2
It was recently discovered that the Servicers mortgage servicing platform used funds held for future distribution to reimburse itself for historical principal and interest advances (i.e., pool-level reimbursement) even when the Agreement(s) did not contemplate such a use of funds. Consistent with pool-level reimbursement, such funds were replaced by the Servicer for remittance in connection with the applicable collection period. At no point in time did the trust fund under the Agreement(s) ever fail to receive a complete and correct remittance when due. Since discovery, the Servicer has had discussions with its platform vendors about revising the functionality of the platform and has been testing solutions. The Servicer hopes to have the situation resolved by the end of the second calendar quarter in 2014, subject to vendor implementation processes.
In addition, we refer you to the exceptions described in our annual Report of Assessment of Compliance with Regulation AB Servicing Criteria and in our annual compliance with minimum servicing standards set forth in the Mortgage Bankers Association of Americas Uniform Single Attestation Program for Mortgage Bankers.
15
Exhibit 35.4
REDWOOD RESIDENTIAL ACQUISITION CORPORATION
ONE BELVEDERE PLACE, SUITE 300 | PHONE: (415) 389-7373 | |
MILL VALLEY, CA 94941 | FAX: (415) 381-1773 |
March 1, 2014
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; and 2013-1, -2, -3, -4, -6, -7, and -8
The undersigned, a duly authorized officer of Redwood Residential Acquisition Corporation (the Servicing Administrator), hereby certifies as follows for the reporting period from January 1, 2013 through December 31, 2013 (the reporting period):
(A) | a review of the Servicing Administrators activities during the preceding reporting period, 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 officers supervision; and |
(B) | to the best of such officers 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 reporting period. |
Very truly yours, |
REDWOOD RESIDENTIAL |
ACQUISITION CORPORATION, |
Servicing Administrator |
/s/ Todd Whittemore |
Name: Todd Whittemore |
Title: Executive Vice President |
REDWOOD RESIDENTIAL ACQUISITION CORPORATION
ONE BELVEDERE PLACE, SUITE 300 | PHONE: (415) 389-7373 | |
MILL VALLEY, CA 94941 | FAX: (415) 381-1773 |
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
As Master Servicer and Securities Administrator for SEMT 2012-1, -2, -3, -4, -5, -6 and
2013-1, -2, -3, -4, -6 and -7
CitiMortgage, Inc.
4050 Regent Blvd.
Irving, TX 75063
As Master Servicer for SEMT 2013-8
Citibank, N.A.
388 Greenwich St., 14th Floor
New York, NY 10013
As Securities Administrator for SEMT 2013-8
U.S. Bank National Association
EP-MN-WS3D
60 Livingston Avenue
St. Paul, MN 55107
Attn: Structured Finance Sequoia
As Trustee for 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
As Trustee for SEMT 2012-3, -4, -5, -6 and 2013-1, -2, -3, -4 and -6
Wilmington Trust, National Association
1100 North Market Street
Wilmington, DE 19890
As Trustee for SEMT 2013-7 and -8
Exhibit 35.5
[SPS Logo]
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 reporting period from January 1, 2013 through December 31, 2013 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, the Servicer has fulfilled in all material respects all of its obligations and no default has occurred under this Agreement throughout such reporting period. |
March 24, 2014
/s/ Timothy J. OBrien
Timothy J. OBrien
Chief Executive Officer
Select Portfolio Servicing, Inc.
3815 South West Temple / Salt Lake City, Utah 84115 / telephone (801) 293-1881 / web www.spservicing.com
Schedule of Agreements Cover Letter
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
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
Exhibit 35.6
|
Corporate Trust Services | |||||
9062 Old Annapolis Road | ||||||
Columbia, Maryland 21045 | ||||||
Citibank N.A.
17g-5 Information Provider
ratingagencynotice@citi.com
RE: | Annual Statement as to Compliance |
The undersigned, a duly authorized officer of Wells Fargo Bank, N.A. (Wells Fargo), as Master Servicer, hereby certifies as follows as of and for the year ending December 31, 2013 (the Reporting Period):
(a) a review of Wells Fargos activities during the Reporting Period and of its performance under the applicable servicing agreement listed on Schedule A hereto (the Servicing Agreement) 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 in all material respects throughout the Reporting Period, except as described on Schedule B hereto.
February 27, 2014
/s/ Kristen Ann Cronin |
Kristen Ann Cronin |
Vice President |
Wells Fargo Bank, N.A. |
Wells Fargo Bank, N.A. |
Schedule A
Pooling and Servicing Agreement dated January 1, 2012 for Sequoia Mortgage Trust 2012-1, by and among Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, and U.S. Bank National Association, as Trustee1.
1 | The Pooling and Servicing Agreement was amended and restated effective January 1, 2014 to reflect the resignation of Wells Fargo as the Securities Administrator and Paying Agent (among other roles). See the Form 8-K filed on January 6, 2014 for additional information. |
2
Schedule B
None
3
Exhibit 35.7
Corporate Trust Services | ||||||
9062 Old Annapolis Road | ||||||
Columbia, Maryland 21045 | ||||||
Citibank N.A.
17g-5 Information Provider
ratingagencynotice@citi.com
RE: | Annual Statement as to Compliance |
The undersigned, a duly authorized officer of Wells Fargo Bank, N.A. (Wells Fargo), as Securities Administrator and Paying Agent1, hereby certifies as follows as of and for the year ending December 31, 2013 (the Reporting Period):
(a) a review of Wells Fargos activities during the Reporting Period and of its performance under the applicable servicing agreement listed on Schedule A hereto (the Servicing Agreement) 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 in all material respects throughout the Reporting Period, except as described on Schedule B hereto.
February 27, 2014
/s/ Kristen Ann Cronin |
Kristen Ann Cronin |
Vice President |
Wells Fargo Bank, N.A. |
1 | Effective January 1, 2014, Wells Fargo resigned as Securities Administrator and Paying Agent, and Citibank N.A. was appointed as successor Securities Administrator and successor Paying Agent. See the Form 8-K filed on January 6, 2014 for additional information. |
Wells Fargo Bank, N.A. |
Schedule A
Pooling and Servicing Agreement dated January 1, 2012 for Sequoia Mortgage Trust 2012-1, by and among Sequoia Residential Funding, Inc., as Depositor, Wells Fargo Bank, N.A. as Master Servicer and Securities Administrator, and U.S. Bank National Association, as Trustee.2
2 | The Pooling and Servicing Agreement was amended and restated effective January 1, 2014 to reflect the resignation of Wells Fargo as the Securities Administrator and Paying Agent (among other roles). See the Form 8-K filed on January 6, 2014 for additional information. |
2
Schedule B
None
3
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