0001056404-13-001030.txt : 20131031 0001056404-13-001030.hdr.sgml : 20131031 20131031144522 ACCESSION NUMBER: 0001056404-13-001030 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 2013-6 CENTRAL INDEX KEY: 0001574593 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-185882-02 FILM NUMBER: 131182305 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 smt13006_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 2013-6 (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 333-185882-02 38-3903384 (State or other (Commission 38-3903385 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. 2 (the "Amendment No. 2") to Pooling and Servicing Agreement, dated as of April 1, 2013, 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, as amended by Amendment No. 1 dated as of May 2, 2013. Registrant has been informed that Wells Fargo intends to resign as securities administrator (and certain related capacities) of the Sequoia Mortgage Trust 2013-6, but retain its role as master servicer. The Amendment No. 2 makes certain technical revisions that will facilitate the resignation by Wells Fargo and the appointment of a successor securities administrator. The Amendment No. 2 is filed as Exhibit 4.1 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 2013-6, 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 2013-6 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. 4.1 Final executed Amendment No. 2 dated October 25, 2013 to 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, as amended by Amendment No. 1 dated as of May 2, 2013. 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-4.1 Final executed Amendment No. 2 dated October 25, 2013 to 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, as amended by Amendment No. 1 dated as of May 2, 2013. 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-4.1 2 smt13006_ex41-20131025.txt EX-4.1 SECOND AMENDMENT TO POOLING AND SERVICING AGREEMENT This SECOND AMENDMENT, dated as of October 25, 2013 (this "Amendment"), to that certain Pooling and Servicing Agreement, dated as of April 1, 2013, as amended by Amendment No. 1 to Pooling and Servicing Agreement, dated as of May 2, 2013 (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 2013-6 Mortgage Pass-Through Certificates, Series 2013-6. 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 smt13006_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 2013-6 Mortgage Pass-Through Certificates, Series 2013-6 Reference is hereby made to the Pooling and Servicing Agreement, dated as of April 1, 2013 (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 2013-6 Sequoia.Notices@redwoodtrust.com Attention: Sequoia Mortgage Trust 2013-6 Christiana Trust, a division of Wilmington Savings Fund Society, FSB 500 Delaware Avenue, 11th Floor Wilmington, Delaware 19801 Attention: Corporate Trust - Sequoia Mortgage Trust 2013-6