Form 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| ☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2017
or
| ☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
to
333-179292-02
(Commission File Number of issuing entity)
0001551097
(Central Index Key Number of issuing entity)
Sequoia
Mortgage Trust 2012-3
(Exact name of issuing entity as specified in its charter)
333-179292
(Commission File Number of depositor)
0001176320
(Central
Index Key Number of depositor)
Sequoia Residential Funding, Inc.
(Exact name of depositor as specified in its charter)
0001530239
(Central Index Key Number of sponsor)
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)
38-3875746
38-3875747
(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 ☒ 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 ☒ 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. ☒ 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 registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
Not Applicable
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
|
|
|
|
|
|
| Large accelerated filer |
|
☐ |
|
Accelerated filer |
|
☐ |
|
|
|
|
| Non-accelerated filer |
|
☒ (Do not check if a smaller reporting company) |
|
Smaller reporting company |
|
☐ |
|
|
|
|
|
|
|
|
Emerging growth company |
|
☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). ☐ Yes ☒ 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 registrant’s most recently completed second fiscal quarter.
Not Applicable
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Not Applicable
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Not Applicable
DOCUMENTS
INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form
10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed
pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
Not applicable
PART I
Omitted.
Omitted.
| Item 1B. |
Unresolved Staff Comments. |
None.
Omitted.
| Item 3. |
Legal Proceedings. |
Omitted.
| Item 4. |
Mine Safety Disclosures. |
Omitted.
PART II
| Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Omitted.
| Item 6. |
Selected Financial Data. |
Omitted.
| Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Omitted.
| Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk. |
Omitted.
| Item 8. |
Financial Statements and Supplementary Data. |
Omitted.
| Item 9. |
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. |
Omitted.
| Item 9A. |
Controls and Procedures. |
Omitted.
| Item 9B. |
Other Information. |
None.
PART III
| Item 10. |
Directors, Executive Officers and Corporate Governance. |
Omitted.
| Item 11. |
Executive Compensation. |
Omitted.
| Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
Omitted.
| Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
Omitted.
| Item 14. |
Principal Accounting Fees and Services. |
Omitted.
ADDITIONAL DISCLOSURE ITEMS 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 the depositor, Redwood Trust, Inc. (“Redwood Trust”), Morgan Stanley & Co., and Morgan Stanley Capital I, Inc. (collectively, the “FHLB-Seattle Defendants”),
which alleged 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 alleged that the alleged misstatements concerned 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 alleged claims under the Securities Act of Washington
(Section 21.20.005, et seq.) and sought 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, at December 31, 2017, approximately $125 million of principal and $11 million of interest
payments had been made in respect of the Seattle Certificate. As of December 31, 2017, the Seattle Certificate had a remaining outstanding principal amount of approximately $8 million. The matter was subsequently resolved and the claims were
dismissed by the FHLB-Seattle as to all the FHLB-Seattle Defendants. At the time the Seattle Certificate was issued, the depositor and Redwood Trust agreed to indemnify the underwriters of the 2005-4 RMBS, which underwriters were named as defendants
in the 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 resolution of this litigation, the depositor and
Redwood Trust could incur a loss as a result of these indemnities.
On or about July 15, 2010, The Charles Schwab Corporation
(“Schwab”) filed a complaint in the Superior Court for the State of California in San Francisco (case number CGC-10-501610) against the depositor and 26 other defendants (collectively, the “Schwab Defendants”), which alleged 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. Schwab alleged only a claim for negligent misrepresentation under California
state law against the depositor and sought unspecified damages and attorneys’ fees and costs from the depositor. Schwab claimed that the depositor made false or misleading statements in offering materials for a mortgage pass-through certificate
(the “Schwab Certificate”) issued in the 2005-4 RMBS and purchased by Schwab. Specifically, the complaint alleged that the misstatements for the 2005-4 RMBS concerned 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. The Schwab Certificate was issued with an original
principal amount of approximately $15 million, and, at December 31, 2017, approximately $14 million of principal and $1 million of interest payments had been made in respect of the Schwab Certificate. As of December 31, 2017, the Schwab Certificate
had a remaining outstanding principal amount of approximately $1 million. At the time the Schwab Certificate was issued, the depositor and Redwood Trust agreed to indemnify the underwriters of the 2005-4 RMBS, which underwriters were also named as
defendants in the 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 resolution of this litigation, the
depositor and Redwood Trust could incur a loss as a result of these indemnities.
The business of the sponsor, the depositor, the seller
and their affiliates has included, and continues to include, activities relating to the acquisition and securitization of residential mortgage loans. In addition, the business of the sponsor has, in the past, included activities relating to the
acquisition and securitization of debt obligations and other assets through the issuance of collateralized debt obligations
(commonly referred to as CDO transactions). Because of their involvement in the securitization and CDO businesses, the sponsor, the depositor, the seller and their affiliates could become the
subject of litigation relating to these businesses, including additional litigation of the type described above, and could also become the subject of governmental investigations, enforcement actions, or lawsuits and governmental authorities could
allege that these entities violated applicable law or regulation in the conduct of their business. As an example, in July 2016 the sponsor, the depositor and their affiliates became aware of a complaint filed by the State of California on April 1,
2016 against Morgan Stanley & Co. and certain of its affiliates alleging, among other things, that there were misleading statements contained in offering materials for 28 different mortgage pass through certificates purchased by various
California investors, including various California public pension systems, from Morgan Stanley and alleging that Morgan Stanley made false or fraudulent claims in connection with the sale of those certificates. Of the 28 mortgage pass-through
certificates that were the subject of the complaint, two were Sequoia mortgage pass-through certificates issued in 2004 and two were Sequoia mortgage pass-through certificates issued in 2007. With respect to each of those certificates, RWT Holdings,
Inc. was the sponsor and Sequoia Residential Funding, Inc. was the depositor. The plaintiffs subsequently withdrew from the litigation their claims based on eight of the 28 mortgage pass-through certificates, including one of the Sequoia mortgage
pass-through certificates issued in 2004. At the time these Sequoia mortgage pass-through certificates were issued, the depositor and Redwood Trust agreed to indemnify the underwriters of these certificates for certain losses and expenses they might
incur as a result of claims made against them relating to these certificates, including, without limitation, certain legal expenses. Regardless of the outcome of this litigation, the depositor and Redwood Trust could incur a loss as a result of
these indemnities.
The depositor has been notified by Citibank, N.A. (“Citibank”) and Wells Fargo Bank, N.A. (“Wells
Fargo”), respectively, of material pending legal proceedings to which Citibank and Wells Fargo are, respectively, subject in connection with their role as trustee on certain RMBS transactions. This Sequoia transaction is not a party to nor
subject to the pending legal proceedings.
The disclosure that the depositor received from each of Citibank and Wells Fargo, respectively,
is included here:
Citibank, N.A
Citibank, N.A. (“Citibank”) is acting as Securities Administrator of this RMBS transaction. In the ordinary course of business,
Citibank is involved in a number of legal proceedings, including in connection with its role as trustee of certain RMBS transactions. Certain of these Citibank as trustee-related matters are disclosed herein.
On June 18, 2014, a civil action was filed against Citibank in the Supreme Court of the State of New York by a group of investors in 48
private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee, asserting claims for purported violations of the Trust Indenture Act of 1939 (the “Trust Indenture Act”), breach of contract, breach of fiduciary duty
and negligence based on Citibank’s alleged failure to perform its duties as trustee for the 48 RMBS trusts. On November 24, 2014, plaintiffs sought leave to withdraw this action. On the same day, a smaller subset of similar plaintiff investors
in 27 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee, filed a new civil action against Citibank in the United States District Court for the Southern District of New York asserting similar claims as the prior
action filed in state court. In January 2015, the court closed plaintiffs’ original state court action. On September 8, 2015, the federal court dismissed all claims as to 24 of the 27 trusts and allowed certain of the claims to proceed as to
the other three trusts. Subsequently, plaintiffs voluntarily dismissed all claims with respect to two of the three trusts. On April 7, 2017, Citibank filed a motion for summary judgment. Plaintiffs filed its consolidated opposition brief and cross
motion for partial summary judgment on May 22, 2017. Briefing on those motions was completed on August 4, 2017.
On November 24, 2015, the same investors that brought the federal case brought a new civil action
in the Supreme Court of the State of New York related to 25 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee. This case includes the 24 trusts previously dismissed in the federal action, and one additional trust.
The investors assert claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, and violation of New York’s Streit Act (the “Streit Act”). Following oral argument on Citibank’s motion
to dismiss, Plaintiffs filed an amended complaint on August 5, 2016. On June 27, 2017, the state court issued a decision, dismissing the Event of Default claims, mortgage-file-related claims, the fiduciary duty claims, and the conflict of interest
claims. The decision sustained certain breach of contract claims including the claim alleging discovery of breaches of representations and warranties, a claim related to robo-signing, and the implied covenant of good faith claim. Citibank appealed
the lower court’s decision, and on January 16, 2018, the Appellate Division, First Department, dismissed the claims related to robo-signing and the implied covenant of good faith, but allowed plaintiffs’ claim alleging discovery of
breaches of representations and warranties to proceed.
On August 19, 2015, the Federal Deposit Insurance Corporation (“FDIC”)
as Receiver for a failed financial institution filed a civil action against Citibank in the Southern District of New York. This action relates to one private-label RMBS trust for which Citibank formerly served as trustee. FDIC asserts claims for
breach of contract, violation of the Streit Act, and violation of the Trust Indenture Act. Citibank jointly briefed a motion to dismiss with The Bank of New York Mellon and U.S. Bank, N.A., entities that have also been sued by FDIC in their capacity
as trustee, and these cases have all been consolidated in front of Judge Carter. On September 30, 2016, the Court granted Citibank’s motion to dismiss the complaint without prejudice for lack of subject matter jurisdiction. On October 14, 2016,
FDIC filed a motion for reargument or relief from judgment from the Court’s dismissal order. On July 11, 2017, Judge Carter ruled on the motion for reconsideration regarding his dismissal of the action. He denied reconsideration of his decision
on standing, but granted leave to amend the complaint by October 9, 2017. The FDIC subsequently requested an extension of time to file its amended complaint, which was granted. The FDIC filed its amended complaint on December 8, 2017.
There can be no assurances as to the outcome of litigation or the possible impact of litigation on the trustee or the RMBS trusts. However,
Citibank denies liability and continues to vigorously defend against these litigations. Furthermore, neither the above-disclosed litigations nor any other pending legal proceeding involving Citibank will materially affect Citibank’s ability to
perform its duties as Securities Administrator under the pooling and servicing agreement for this RMBS transaction.
Wells Fargo Bank, N.A.
On June 18, 2014, a group of institutional investors filed a civil complaint in the Supreme Court of the State of New York, New York County,
against Wells Fargo Bank, N.A., (“Wells Fargo Bank”) in its capacity as trustee under 276 residential mortgage backed securities (“RMBS”) trusts, which was later amended on July 18, 2014, to increase the number of trusts to 284
RMBS trusts. On November 24, 2014, the plaintiffs filed a motion to voluntarily dismiss the state court action without prejudice. That same day, a group of institutional investors filed a putative class action complaint in the United States District
Court for the Southern District of New York (the “District Court”) against Wells Fargo Bank, alleging claims against the bank in its capacity as trustee for 274 RMBS trusts (the “Federal Court Complaint”). In December 2014, the
plaintiffs’ motion to voluntarily dismiss their original state court action was granted. As with the prior state court action, the Federal Court Complaint is one of six similar complaints filed contemporaneously against RMBS trustees (Deutsche
Bank, Citibank, HSBC, Bank of New York Mellon
and US Bank) by a group of institutional investor plaintiffs. The Federal Court Complaint against Wells Fargo Bank alleges that the trustee caused losses to investors and asserts causes of action
based upon, among other things, the trustee’s alleged failure to: (i) notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, (ii) notify investors of alleged events of
default, and (iii) abide by appropriate standards of care following alleged events of default. Relief sought includes money damages in an unspecified amount, reimbursement of expenses, and equitable relief. Other cases alleging similar causes of
action have been filed against Wells Fargo Bank and other trustees in the District Court by RMBS investors in these and other transactions, and these cases against Wells Fargo Bank are proceeding before the same District Court judge. A similar
complaint was also filed May 27, 2016 in New York state court by a different plaintiff investor. On January 19, 2016, an order was entered in connection with the Federal Court Complaint in which the District Court declined to exercise jurisdiction
over 261 trusts at issue in the Federal Court Complaint; the District Court also allowed plaintiffs to file amended complaints as to the remaining, non-dismissed trusts, if they so chose, and three amended complaints have been filed. On December 17,
2016, the investor plaintiffs in the 261 trusts dismissed from the Federal Court Complaint filed a new complaint in New York state court (the “State Court Complaint”). In September 2017, Royal Park Investments SA/NV (“Royal
Park”), one of the plaintiffs in the District Court cases against Wells Fargo Bank, filed a putative class action complaint relating to two trusts seeking declaratory and injunctive relief and money damages based on Wells Fargo Bank’s
indemnification from trust funds for legal fees and expenses Wells Fargo Bank incurs or has incurred in defending the District Court case filed by Royal Park. With respect to the foregoing litigations, Wells Fargo Bank believes plaintiffs’
claims are without merit and intends to contest the claims vigorously, but there can be no assurances as to the outcome of the litigations or the possible impact of the litigations on Wells Fargo Bank or the RMBS trusts.
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 arm’s length transaction with an unrelated third party, between (a) any of the seller, the sponsor, the depositor and the issuing entity on the one hand and (b) any of the trustee, any servicer, the
custodian, the master servicer, the securities administrator 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, Christiana Trust, a division of Wilmington Savings Fund Society FSB
(“Christiana”), the trustee, does not participate in any servicing function for the transaction that is the subject of this 10-K filing. Therefore, there is no reference to Christiana in the chart
below; nor does this 10-K filing include any assessment or auditor report from Christiana. Finally, any discrepancies between the chart below and the assessment of compliance exhibit provided by any party
listed in the chart is explained by the fact that the chart is specific to the transaction that is the subject of this 10-K filing, whereas each party’s respective assessment of compliance is issued on a
platform basis and includes coverage of other additional transactions that are not the subject of this 10-K filing.
SEQUOIA RESIDENTIAL FUNDING, INC.
2012-3
Regulation AB 1122(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Regulation AB
Reference |
|
Servicing Criteria |
|
Wells
Fargo
Bank
N.A., as
Master
Servicer |
|
Citibank, N.A.,
as Securities
Administrator
and
Paying
Agent |
|
PHH Mortgage
Corp., as Servicer |
|
First
Republic
Bank, as
Servicer |
|
Cenlar,
FSB, as
Servicer |
|
Redwood
Residential
Acquisition
Corporation, as
Servicing
Administrator |
|
Wells Fargo
Bank N.A., as
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 party’s 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1122(d)(1)(v) |
|
Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information. |
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
| 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 trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. |
|
X |
|
X |
|
X
(Except NOT
1122(d)(3)(i)(C)) |
|
X
(Except NOT 1122(d)(3)
(i)(C)) |
|
X
(Except NOT 1122(d)(3)
(i)(C)) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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 |
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1122(d)(3)(iii) |
|
Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements. |
|
X |
|
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 |
|
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 Servicer’s obligor records maintained no more than two business days after receipt, or such other number
of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. |
|
|
|
|
|
X |
|
X |
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1122(d)(4)(v) |
|
The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance. |
|
|
|
|
|
X |
|
X |
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1122(d)(4)(vi) |
|
Changes with respect to the terms or status of an obligor’s pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents. |
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1122(d)(4)(viii) |
|
Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period
specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g.,
illness or unemployment). |
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1122(d)(4)(x) |
|
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full
repayment of the related pool assets, or such other number of days specified in the transaction agreements. |
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1122(d)(4)(xii) |
|
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or
omission. |
|
|
|
|
|
X |
|
X |
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1122(d)(4)(xiii) |
|
Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements. |
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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 |
| * |
The Revised PSA inadvertently and mistakenly indicates by “X” that Citibank performs Reg AB Item 1122(d)(4)(xiv). However, this Chart, as well as Citibank’s management assessment report and report of the
independent accountants are accurate in that Reg AB Item 1122(d)(4)(xiv) is not performed by Citibank. This Reg AB Item 1122(d)(4)(xiv) servicing criteria function is being performed by other parties. In this SEMT
2012-3 transaction, the Reg AB Item 1122(d)(4)(xiv) servicing criteria function is performed by Wells Fargo, as master servicer, and by underlying servicers PHH Mortgage Corporation, First Republic Bank and
Cenlar FSB. |
| ** |
The Revised PSA indicates by “X” that Cenlar FSB performs Reg AB Items 1122(d)(4)(i-ii). However, Cenlar FSB’s management assessment report and report of the
independent accountants state that Reg AB Items 1122(d)(4)(i-ii) are not performed by Cenlar. In this SEMT 2012-3 transaction, the Reg AB Items 1122(d)(4)(i-ii) servicing criteria functions, as to Cenlar FSB, are instead performed by Wells Fargo, as custodian. |
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: |
| |
(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 Christiana Trust, A Division of Wilmington Savings Fund Society, FSB, as trustee (incorporated
by reference to Form 8-K filed on January 6, 2014, Exhibit 20.2) (SEC File Number 333-179292-02) |
|
|
| (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 |
|
|
|
|
33.1a Corelogic Tax Services, LLC (formerly First American), as Sub-Contractor for Cenlar FSB, as to Item 1122(d)(4)(xi) |
|
|
|
|
33.1b Assurant, Inc., as Sub-Contractor for Cenlar FSB, as to Item 1122(d)(4)(xi) |
|
|
|
|
33.2 First Republic Bank, as Servicer |
|
|
|
|
33.3 PHH Mortgage Corporation, as Servicer |
|
|
|
|
33.4 Redwood Residential Acquisition Corporation, as Servicing Administrator |
|
|
|
|
33.5 Wells Fargo Bank, N.A., as Custodian |
|
|
|
|
33.6 Wells Fargo Bank, N.A., as Master Servicer |
|
|
|
|
33.7 Citibank, N.A., as Securities Administrator and Paying Agent |
|
|
| (34) |
|
Attestation reports on assessment of compliance with servicing criteria for asset-backed securities |
|
|
|
|
34.1 Cenlar, FSB, as Servicer |
|
|
|
|
34.1a Corelogic Tax Services, LLC (formerly First American), as Sub-Contractor for Cenlar FSB, as to Item 1122(d)(4)(xi) |
|
|
|
|
34.1b Assurant, Inc., as Sub-Contractor for Cenlar FSB, as to Item 1122(d)(4)(xi) |
|
|
|
|
34.2 First Republic Bank, as Servicer |
|
|
|
|
34.3 PHH Mortgage Corporation, as Servicer |
|
|
|
|
34.4 Redwood Residential Acquisition Corporation, as Servicing Administrator |
|
|
|
|
34.5 Wells Fargo Bank, N.A., as Custodian |
|
|
|
|
34.6 Wells Fargo Bank, N.A., as Master Servicer |
|
|
|
|
34.7 Citibank, N.A., as Securities Administrator and Paying Agent |
|
|
| (35) |
|
Servicer Compliance Statement |
| |
(b) |
See subparagraph (a)(3) above. |
| Item 16. |
Form 10-K Summary. |
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/ Christopher J. Abate |
| Chairman of the Board and President |
| (senior officer in charge of securitization of the depositor) |
Date: March 30, 2018
EQUAL HOUSING LENDER 
EQUAL HOUSING LENDER 
