0001056404-13-001014.txt : 20131031
0001056404-13-001014.hdr.sgml : 20131031
20131031135611
ACCESSION NUMBER: 0001056404-13-001014
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20131031
ITEM INFORMATION: Entry into a Material Definitive Agreement
ITEM INFORMATION: Other Events
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20131031
DATE AS OF CHANGE: 20131031
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Sequoia Mortgage Trust 2012-3
CENTRAL INDEX KEY: 0001551097
STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189]
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 333-179292-02
FILM NUMBER: 131181977
BUSINESS ADDRESS:
STREET 1: ONE BELVEDERE PLACE,
STREET 2: SUITE 300
CITY: MILL VALLEY
STATE: CA
ZIP: 94941
BUSINESS PHONE: 415-389-7373
MAIL ADDRESS:
STREET 1: ONE BELVEDERE PLACE,
STREET 2: SUITE 300
CITY: MILL VALLEY
STATE: CA
ZIP: 94941
8-K
1
smt12003_8k-20131025.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report
(Date of earliest
event reported): October 25, 2013
Sequoia Mortgage Trust 2012-3
(Exact name of issuing entity as specified in its charter)
Sequoia Residential Funding, Inc.
(Exact name of depositor as specified in its charter)
RWT Holdings, Inc.
(Exact name of sponsor(s) as specified in its charter)
New York 333-179292-02 38-3875746
(State or other (Commission 38-3875747
jurisdiction File Number) (IRS Employer
of Incorporation) Identification No.)
c/o Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045
(Address of principal executive offices) (Zip Code)
Telephone number, including area code: (410) 884-2000
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act(17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On October 25, 2013, Sequoia Residential Funding, Inc. (the "Registrant")
entered into Amendment No. 1 (the "Amendment") to Pooling and Servicing
Agreement, dated as of June 1, 2012, by and among the Registrant, as depositor,
Christiana Trust, a Division of Wilmington Savings Fund Society, FSB, as
trustee, and Wells Fargo Bank, N.A. ("Wells Fargo"), as master servicer and
securities administrator. Registrant has been informed that Wells Fargo intends
to resign as securities administrator (and certain related capacities) of the
Sequoia Mortgage Trust 2012-3, but retain its role as master servicer. The
Amendment makes certain technical revisions that will facilitate the
resignation by Wells Fargo and the appointment of a successor securities
administrator.
The Amendment is filed as Exhibit 10.1 to this Form 8-K.
Item 8.01 Other Events.
On October 28, 2013, Wells Fargo delivered its Notice of Resignation of
Securities Administrator, Authenticating Agent, Certificate Registrar, Paying
Agent and Rule 17g-5 Information Provider (the "Advance Notice") to Registrant.
The Advance Notice states the intent of Wells Fargo to resign as securities
administrator (and certain related capacities) and as paying agent of the
Sequoia Mortgage Trust 2012-3, effective 11:59 pm EST, December 31, 2013. The
Advance Notice also states that Wells Fargo will retain its role as master
servicer and custodian. Registrant and the Trustee of Sequoia Mortgage Trust
2012-3 are negotiating with another commercial bank that satisfies the
eligibility criteria under the Pooling and Servicing Agreement to replace Wells
Fargo and become successor securities administrator and successor paying agent,
such replacement to become effective as of January 1, 2014. No expenses
associated with the transfer of securities administration and paying agent
duties will be borne by Certificateholders.
The Advance Notice is filed as Exhibit 99.1 to this Form 8-K.
Item 9.01(d) Financial Statements and Exhibits.
10.1 Final executed Amendment No. 1 dated October 25, 2013 to 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.
99.1 Notice of Resignation of Securities Administrator, Authenticating
Agent, Certificate Registrar, Paying Agent and Rule 17g-5 Information
Provider, by Wells Fargo Bank, N.A., dated as of October 28, 2013.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Sequoia Residential Funding, Inc.
(Depositor)
/s/ John Isbrandtsen
John Isbrandtsen, Chairman of the Board and Chief
Executive Officer
Date: October 30, 2013
EXHIBIT INDEX
Exhibit Number
EX-10.1 Final executed Amendment No. 1 dated October 25, 2013 to
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.
EX-99.1 Notice of Resignation of Securities Administrator,
Authenticating Agent, Certificate Registrar, Paying Agent and
Rule 17g-5 Information Provider, by Wells Fargo Bank, N.A.,
dated as of October 28, 2013.
EX-10.1
2
smt12003_ex101-20131025.txt
EX-10.1
FIRST AMENDMENT TO POOLING AND SERVICING AGREEMENT
This FIRST AMENDMENT, dated as of October 25, 2013 (this "Amendment"), to
that certain Pooling and Servicing Agreement, dated as of June 1, 2012 (the
"Agreement") is entered into by SEQUOIA RESIDENTIAL FUNDING, INC., as depositor
(the "Depositor"), WELLS FARGO BANK, N.A. ("Wells Fargo"), as master servicer
(the "Master Servicer") and securities administrator (the "Securities
Administrator"), and CHRISTIANA TRUST, A DIVISION OF WILMINGTON SAVINGS FUND
SOCIETY, FSB ("Christiana Trust"), as trustee (the "Trustee"), with respect to
the Sequoia Mortgage Trust 2012-3 Mortgage Pass-Through Certificates, Series
2012-3.
WHEREAS, the definition of "Securities Administrator" in Section 1.01 of the
Agreement and Section 6.12(a) of the Agreement currently provide that Wells
Fargo shall act as Securities Administrator for so long as it is Master
Servicer under the Agreement;
WHEREAS, Wells Fargo intends resign as Securities Administrator, but retain its
role as Master Servicer;
WHEREAS, the parties desire that Wells Fargo continue to act as Master Servicer
after resigning from its role as Securities Administrator under the Agreement;
WHEREAS, the parties desire to amend the definition of "Eligible Account" in
Section 1.01 of the Agreement and the second paragraph of Section 6.05 of the
Agreement to facilitate the appointment of a successor Securities
Administrator; and
WHEREAS, Section 11.03(a)(iii) of the Agreement authorizes amendment of the
Agreement by the Depositor, the Master Servicer, the Securities Administrator
and the Trustee without the consent of any of the Certificateholders to make
any other provisions with respect to matters or questions arising under the
Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions. All capitalized terms used but not defined herein shall
have the respective meanings assigned thereto in the Agreement.
SECTION 2. Amendments. As of the date of this Amendment, the Agreement shall be
amended as follows:
(a) The last sentence of the definition of "Securities Administrator" and the
last sentence of Section 6.12(a) of the Agreement are hereby deleted in their
entirety.
(b) The second paragraph of Section 6.05 of the Agreement is hereby deleted in
its entirety and replaced with the following:
"The Securities Administrator hereunder shall at all times (i) be an
institution authorized to exercise corporate trust powers under the laws of its
jurisdiction of organization, (ii) be rated at least "A/F1" by Fitch and at
least "A3/P-2" by Moody's, or if not rated by Fitch or Moody's, the equivalent
rating by KBRA or S&P, and (iii) not be the Depositor, an Affiliate of the
Depositor or, other than in the case of the initial Securities Administrator,
the originator or servicer of any of the Mortgage Loans."
(c) The definition of "Eligible Account" in Section 1.01 of the Agreement is
hereby deleted in its entirety and replaced with the following:
"Eligible Account: Any account or accounts maintained with (a) a federal or
state chartered depository institution or trust company the short-term and
long-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the debt obligations of such holding company) are rated in the highest
rating category of each Rating Agency with respect to short-term unsecured debt
obligations and in one of the two highest rating categories of each Rating
Agency with respect to long-term unsecured debt obligations at the time any
amounts are held on deposit therein or (b) in segregated trust accounts with
the corporate trust department of a federal or state-chartered depository
institution subject to regulations regarding fiduciary funds on deposit similar
to Title 12 of the Code of Federal Regulation Section 9.10(b) with a long-term
debt rating of at least "A3" by Moody's and "A" by Fitch and S&P. Eligible
Accounts may bear interest, and may include, if otherwise qualified under this
definition, accounts maintained with the Trustee or the Paying Agent. If the
rating of the short-term or long-term unsecured debt obligations of the
depository institution or trust company that maintains the account or accounts
is no longer compliant with the requirements set forth in the immediately
preceding sentence, the funds on deposit therewith in connection with this
transaction shall be transferred to an Eligible Account within 30 days of such
downgrade."
SECTION 3. Reference to and Effect in the Agreement. As of the date of this
Amendment, all references in the Agreement to itself shall be deemed to refer
to the Agreement as amended and supplemented by this Amendment. Except as
otherwise specified in this Amendment, the Agreement shall remain in all
respects unchanged and in full force and effect.
SECTION 4. Execution in Counterparts. This Amendment may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered, whether in physical or electronic form shall constitute an original,
and all of which together shall constitute but one and the same instrument.
SECTION 5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT
OF LAWS PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW),
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS..
SECTION 6. Opinion Letters. The opinions required under Section 11.03(a) and
Section 11.03(f) of the Agreement in connection with this Amendment are
attached hereto as Exhibit A, Exhibit B and Exhibit C, respectively.
[SIGNATURES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers, as of the date first
above written.
SEQUOIA RESIDENTIAL FUNDING, INC.,
as Depositor
By: /s/ John Isbrandtsen
Name: John Isbrandtsen
Title: Chief Executive Officer
WELLS FARGO BANK, N.A.,
as Master Servicer and Securities Administrator
By: /s/ Carol Tracey
Name: Carol Tracey
Title: Vice President
CHRISTIANA TRUST, A DIVISION OF WILMINGTON SAVINGS FUND SOCIETY, FSB,
as Trustee
By: /s/ Jeffrey R. Everhart
Name: Jeffrey R. Everhart
Title: AVP
EX-99.1
3
smt12003_ex991-20131025.txt
EX-99.1
(logo) WELLS FARGO
Corporate Trust Services
9062 Old Annapolis Road
Columbia, MD 21045-1951
MAC: R1204-010
October 28, 2013
NOTICE OF RESIGNATION OF
SECURITIES ADMINISTRATOR, AUTHENTICATING AGENT, CERTIFICATE
REGISTRAR, PAYING AGENT AND RULE 17g-5 INFORMATION PROVIDER
TO: The parties listed on Schedule A
RE: Wells Fargo Bank, N.A., as Securities Administrator for Sequoia Mortgage
Trust 2012-3 Mortgage Pass-Through Certificates, Series 2012-3
Reference is hereby made to the Pooling and Servicing Agreement, dated as of
June 1, 2012 (as amended, the "Agreement"), by and among Sequoia Residential
Funding, Inc., as depositor, Wells Fargo Bank, N.A. ("Wells Fargo"), as master
servicer and securities administrator and Christiana Trust, a division of
Wilmington Savings Fund Society, FSB, as trustee. Capitalized terms used but
not defined herein shall have the respective meanings assigned thereto in the
Agreement.
Pursuant to Sections 6.06(a), 3.02 and 6.10(a) of the Agreement, notice is
hereby provided that Wells Fargo intends to resign as Securities Administrator,
Certificate Registrar and Authenticating Agent, respectively, under the
Agreement, effective as of the last moment of 11:59 p.m. on December 31, 2013.
Further, in connection with its resignation as Securities Administrator and in
its capacity as such, notice is hereby provided that Wells Fargo intends to
resign as Paying Agent and Rule 17g-5 Information Provider under the Agreement,
in each case, effective as of the last moment of 11:59 p.m. on December 31,
2013. Please note that Wells Fargo does NOT intend to resign in its capacities
as Master Servicer and Custodian.
WELLS FARGO BANK, N.A.,
as Securities Administrator, Certificate Registrar,
Authenticating Agent, Paying Agent and
Rule 17g-5 Information Provider
(page)
SCHEDULE A
Sequoia Residential Funding, Inc. Wells Fargo Bank, N.A.
One Belvedere Place, Suite 330 9062 Old Annapolis Road
Mill Valley, California 94941 Columbia, Maryland 21045
Facsimile number: (415) 381-1773 Attention: Client Manager - Sequoia
Electronic mail address: Mortgage Trust 2012-3
Sequoia.Notices@redwoodtrust.com
Attention: Sequoia Mortgage Trust 2012-3
Christiana Trust, a division of Wilmington
Savings Fund Society, FSB
500 Delaware Avenue, 11th Floor
Wilmington, Delaware 19801
Attention: Corporate Trust - Sequoia
Mortgage Trust 2012-3