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 September 1, 2011
(the "Agreement") is entered into by SEQUOIA RESIDENTIAL FUNDING, INC., as
depositor (the "Depositor"), XXXXX FARGO BANK, N.A. ("Xxxxx Fargo"), as master
servicer (the "Master Servicer") and securities administrator (the "Securities
Administrator"), and U.S. Bank National Association ("U.S. Bank"), as trustee
(the "Trustee"), with respect to the Sequoia Mortgage Trust 2011-2 Mortgage
Pass-Through Certificates, Series 2011-2.
WHEREAS, the definition of "Securities Administrator" in Section 1.01 of the
Agreement and Section 6.12(a) of the Agreement currently provide that Xxxxx
Fargo shall act as Securities Administrator for so long as it is Master
Servicer under the Agreement;
WHEREAS, Xxxxx Fargo intends resign as Securities Administrator, but retain its
role as Master Servicer;
WHEREAS, the parties desire that Xxxxx 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 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 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 Xxxxx'x 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/ Xxxx Xxxxxxxxxxx
Name: Xxxx Xxxxxxxxxxx
Title: Chief Executive Officer
XXXXX FARGO BANK, N.A.,
as Master Servicer and Securities Administrator
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxxxx Xxxxxxx-Xxxx
Name: Xxxxxx Xxxxxxx-Xxxx
Title: Vice President
