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
February 28, 2006
Date of Report (Date of Earliest Event Reported)
Sequoia Alternative Loan Trust 2006-1
(Issuing Entity of the Mortgage Pass-through Certificates, Series 2006-1)
RWT Holdings, Inc.
(Sponsor and Seller)
RWT Holdings, Inc.
(Exact name of sponsor as specified in its charter)
Sequoia Residential Funding, Inc.
(as Depositor with respect to the issuance of Sequoia Alternative Loan Trust
2006-1, Mortgage Pass-Through Certificates)
Sequioa Residential Funding, Inc.
(Exact Name of Registrant as Speficied in Its Charter)
Delaware 333-118832-10 35-2170972
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
One Belvedere Place, Suite 330
Mill Valley, CA 94941
(Address of Principal Executive Offices)
(415) 389-7373
(Registrant's Telephone Number, Including Area Code)
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:
[ ] 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))
Section 1 - Registrant's Business and Operations
Item 1.01 - Entry into a Material Definitive Agreement.
On January 1, 2006, Sequoia Residential Funding, Inc. (the "Depositor"),
U.S. Bank National Association (the "Trustee"), and Wells Fargo Bank, N.A.
(the "Master Servicer" and "Trust Administrator") entered into a Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), pursuant
to which the Sequoia Alternative Loan Trust 2006-1 Mortgage Pass-Through
Certificates (the "Certificates") in the approximate aggregate principal
amount of $296,241,100 were issued. The Pooling and Servicing Agreement,
as well as the underlying servicing agreements, underwriting agreement,
mortgage loan purchase and sale agreement, custodial agreements and
legal opinions relating to the issuance of the Certificates were previously
filed with the Securities and Exchange Commission via Edgar on Form 8-K.
On February 28, 2006, the Depositor, the Trustee and the Master Servicer
and Trust Administrator entered into an amendment to the Pooling and
Servicing Agreement dated as of February 1, 2006 (the "Amendment No. 1").
The Amendment No. 1 is annexed hereto as Exhibit 10.1. The Opinion as
to federal income tax matters in connection with the Amendment No. 1 is
attached hereto as Exhibit 99.1. The Opinion as to various legal matters
in connection with the Amendment No. 1 is attached hereto as Exhibit
99.2. Capitalized terms not otherwise defined herein have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.
Section 9 - Financial Statements and Exhibits
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
EX 10.1 Amendment No. 1 dated as of February 1, 2006 to
Pooling and Servicing Agreement dated as of January 1,
2006, 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 Trust Administrator.
EX 99.1 Opinion of Chapman and Cutler LLP, dated February 28,
2006, as to federal income tax matters in connection
with the Amendment No. 1.
EX 99.2 Opinion of Tobin & Tobin, dated February 28, 2006, as
to various legal matters in connection with the
Amendment No. 1.
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.
(Registrant)
By: Wells Fargo Bank, N.A. as Master Servicer
By: /s/ Diane L. Courtney
By: Diane L. Courtney as Vice President
Date: March 3, 2006
EXHIBIT INDEX
Exhibit Number Description
EX-10.1 Amendment No. 1 dated as of February 1, 2006 to
Pooling and Servicing Agreement dated as of January 1,
2006, 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 Trust Administrator.
EX 99.1 Opinion of Chapman and Cutler LLP, dated February 28,
2006, as to federal income tax matters in connection
with the Amendment No. 1.
EX 99.2 Opinion of Tobin & Tobin, dated February 28, 2006, as
to various legal matters in connection with the
Amendment No. 1.
EX 10.1
AMENDMENT NO. 1 TO POOLING AND SERVICING AGREEMENT
THIS AMENDMENT NO. 1 is dated as of February 1, 2006 ("Amendment No. 1"), among
SEQUOIA RESIDENTIAL FUNDING, INC., as depositor (the "Depositor"), WELLS FARGO
BANK, NATIONAL ASSOCIATION, as master servicer (in such capacity, the "Master
Servicer") and trust administrator (in such capacity, the "Trust Administrator")
and U.S. BANK NATIONAL ASSOCIATION, as trustee (the "Trustee") and acknowledged
by RWT HOLDINGS, INC., a Delaware corporation, as seller (the "Seller").
WITNESSETH THAT:
WHEREAS, the Depositor, the Master Servicer, the Trust Administrator and the
Trustee heretofore executed and delivered the pooling and servicing agreement
dated as of January 1, 2006 relating to Sequoia Alternative Loan Trust Mortgage
Pass-Through Certificates, Series 2006-1 (as amended from time to time, the
"Pooling and Servicing Agreement"), by and among the Depositor, the Master
Servicer, the Trust Administrator and the Trustee and acknowledged by the
Seller;
WHEREAS, the Depositor, the Master Servicer, the Trust Administrator and the
Trustee desire to amend the Pooling and Servicing Agreement with respect to
certain matters set forth herein;
WHEREAS, Section 11.03(a)(ii) of the Pooling and Servicing Agreement provides
that such agreement may be amended without the consent of any of the Holders of
the Certificates to cause the provisions of the Pooling and Servicing Agreement
to conform to or be consistent with the statements made with respect to the
Certificates in any Offering Document;
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is mutually covenanted and agreed, as follows:
ARTICLE I
AMENDMENT OF THE POOLING AND SERVICING AGREEMENT
Section 1.01. Amendment of Pooling and Servicing Agreement.
(a) The Preliminary Statement to the Pooling and Servicing Agreement shall be
amended with respect to the initial Class Principal Amounts of the Class A-1 and
Class A-2 Certificates by deleting the first three rows (including the title
row) of the table under "The Certificates and the Upper-Tier REMIC" in their
entirety and replacing them with the following:
Initial Class Minimum
Certificate Class Principal Denominations or
Class Designation Interest Rate Amount Percentage Interest
Class A-1 (1) $237,930,000.00 $25,000.00
Class A-2 (1) $ 41,000,000.00 $25,000.00
(page)
(b) Section 1.01 of the Pooling and Servicing Agreement shall be amended by
deleting in the second paragraph of the definition of "Senior Prepayment
Percentage" in its entirety and replacing it with the following:
"Notwithstanding the foregoing, on any Distribution Date if the Senior
Percentage exceeds the initial Senior Percentage, the Senior Prepayment
Percentage for that Distribution Date will equal 100%, if on or before the
Distribution Date in January 2009, the Subordinate Percentage for such
Distribution Date is greater than or equal to twice the Subordinate Percentage
as of the Closing Date, then the Senior Prepayment Percentage for such
Distribution Date will equal the Senior Percentage, plus 50% of the Subordinate
Percentage for that Distribution Date, and if after the Distribution Date in
January 2009, the Subordinate Percentage for such Distribution Date is greater
than or equal to twice the Subordinate Percentage as of the Closing Date, then
the Senior Prepayment Percentage for such Distribution Date will equal the
Senior Percentage."
(c) Section 1.01 of the Pooling and Servicing Agreement shall be amended by
deleting the definition of "Servicer Remittance Date" in its entirety and
replacing it with the following:
"Servicer Remittance Date: The 18th day of each calendar month after the initial
issuance of the Certificates or, if such 18th day is not a Business Day, the
immediately succeeding Business Day, commencing in February 2006."
(d) Section 1.01 of the Pooling and Servicing Agreement shall be amended by
deleting the definition of "Special Hazard Loss Coverage Amount" in its entirety
and replacing it with the following:
"Special Hazard Loss Coverage Amount: With respect to the Subordinate
Certificates, as of the Closing Date, $6,431,599 subject in each case to
reduction from time to time, to be an amount equal on any Distribution Date to
the lesser of (a) the greatest of (i) 1% of the Aggregate Stated Principal
Balance, (ii) twice the principal balance of the largest Mortgage Loan and (iii)
the Aggregate Stated Principal Balances of Mortgage Loans secured by Mortgaged
Properties located in the single California postal zip code area having the
highest aggregate principal balance of any such zip code area and (b) the
Special Hazard Loss Coverage Amount as of the Closing Date less the amount, if
any, of losses attributable to Special Hazard Losses allocated to the
Subordinate Certificates since the Closing Date. All Stated Principal Balances
for the purpose of this definition will be calculated as of the first day of the
month preceding such Distribution Date after giving effect to scheduled
installments of principal and interest on the Mortgage Loans then due, whether
or not paid. The Special Hazard Loss Coverage Amount may be reduced below the
amount set forth above for any Distribution Date with the consent of the Rating
Agencies as evidenced by a letter of each Rating
2
(page)
Agency to the Trust Administrator to the effect that any such reduction will not
result in a downgrading of the current ratings assigned to such Classes of
Certificates rated by it."
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.01. Capitalized Terms. For all purposes of this Amendment No. 1,
except as otherwise stated herein, terms used in capitalized form
in this Amendment No. 1 and defined in the Pooling and Servicing
Agreement have the meanings specified in the Pooling and Servicing
Agreement.
Section 2.02. Continuing Effect. Except as expressly amended by this Amendment
No. 1, the Pooling and Servicing Agreement shall remain in full
force and effect in accordance with its terms.
Section 2.03. References to Pooling and Servicing Agreement. From and after the
execution and delivery of this Amendment No. 1, all references to
the Pooling and Servicing Agreement in the Pooling and Servicing
Agreement or any other document executed or delivered in
connection therewith shall be deemed a reference to the Pooling
and Servicing Agreement as amended hereby, unless the context
expressly requires otherwise.
Section 2.04. Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Amendment No. 1 shall be
for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this
Amendment No. 1, and shall in no way affect the validity or
enforceability of the other provisions of this Amendment No. 1.
Section 2.05. Counterparts. This Amendment No. 1 may be executed in one or more
counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same
instrument.
Section 2.06. Binding Nature of Amendment No. 1; Assignment. This Amendment
No. 1 shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted
assigns.
Section 2.07. Headings. The headings contained in this Amendment No. 1 are for
convenience of reference only, and they shall not be used in the
interpretation hereof.
Section 2.08. Effectiveness. This Amendment No. 1 shall become effective as of
the date first written above.
Section 2.09. Governing Law. THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE
3
(page)
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
4
(page)
IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by
their respective officers hereunto duly authorized as of the day and year first
above written.
SEQUOIA RESIDENTIAL FUNDING, INC.,
as Depositor
By:/s/ John Isbrandtsen
Name: John Isbrandtsen
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION, as
Trustee
By:/s/ Charles F. Pedersen
Name: Charles F. Pedersen
Title: Vice President
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as Master Servicer
By: /s/ Amy Doyle
Name: Amy Doyle
Title: Vice President
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as Trust Administrator
By: /s/ Amy Doyle
Name: Amy Doyle
Title: Vice President
(page)
Acknowledged by:
RWT HOLDINGS, INC.
By:/s/ John Isbrandtsen
Name: John Isbrandtsen
Title: Authorized Signatory
EX 99.1
Law Offices of
CHAPMAN AND CUTLER LLP
595 Market Street, San Francisco, California 94105-2839
Telephone (415)541-0500
Facsimile (415)541-0506
chapman.com
Theodore S. Chapman
1877-1943
Henry E. Cutler
1879-1959
Chicago
111 West Monroe Street
Chicago, IL 60603
(312)845-3000
Salt Lake City
201 South Main Street
Salt Lake City, UT 84111
(801)533-0066
February 28, 2006
TO THE PARTIES LISTED
ON SCHEDULE A HERETO
Re: Sequoia Alternative Loan Trust 2006-1 Amendments / Tax Opinion
Ladies and Gentlemen:
You have requested our opinion in connection with certain REMIC related federal
income tax matters implicated by the amendment transaction to be undertaken with
respect to Sequoia Alternative Loan Trust 2006-1 (the "Trust Fund"). The Trust
Fund was established by Sequoia Residential Funding, Inc. (the "Depositor")
pursuant to the Pooling and Servicing Agreement, dated as of January 1, 2006
(the "Pooling and Servicing Agreement"), among the Depositor, U.S. Bank National
Association, as Trustee (the "Trustee"), and Wells Fargo Bank, National
Association, as Master Servicer (in such capacity, the "Master Servicer") and
Trust Administrator (in such capacity, the "Trust Administrator").
The Depositor, the Trustee, the Master Servicer and the Trust Administrator have
proposed certain amendments to the Pooling and Servicing Agreement as more
specifically described in Amendment No. 1 to the Pooling and Servicing
Agreement, dated as of February 1, 2006 (the "Amendment Agreement", and the
amendments effectuated thereby are collectively referred to herein as the
"Amendment Transaction"). Each capitalized term used but not defined herein has
the meaning assigned thereto in the Pooling and Servicing Agreement.
This opinion is being delivered pursuant to Section 11.03 of the Pooling and
Servicing Agreement which requires generally that the Trustee receive, among
other things, an Opinion of Counsel to the effect that the Amendment Transaction
will not cause an Adverse REMIC Event.
SCOPE OF REVIEW
Our opinion is based on the Internal Revenue Code of 1986 and the Treasury
regulations promulgated thereunder, each as amended to the date hereof (the
"Code"), administrative rulings, judicial decisions and other applicable
authorities. The statutory provisions, regulations, and interpretations on which
our opinion is based are subject to change, possibly retroactively. In addition,
there can be no complete assurance that the Internal Revenue Service will not
take positions contrary to the conclusions stated in our opinion.
(page)
Law Offices of
CHAPMAN AND CUTLER LLP
TO THE PARTIES LISTED
ON SCHEDULE A HERETO
February 28, 2006
Page 2
In formulating our opinions, we have examined and relied upon (i) final copies,
dated on or before the date hereof, of the Amendment Agreement and the Pooling
and Servicing Agreement, and (ii) such resolutions, certificates, records, and
other documents provided to us by the Depositor and/or its affiliates and as we
have deemed necessary or appropriate as a basis for the opinions set forth
below. We have not independently established or verified the facts set forth in
any of the documents we have examined.
ASSUMPTIONS
In our examination, we have assumed the legal capacity of all natural persons,
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals or finals, the conformity to original documents of all
documents submitted to us as certified, conformed or other copies, and the
authenticity of the originals of such copies. In rendering our opinions, we have
assumed that the transactions described in or contemplated by the Amendment
Agreement have been and will be consummated in accordance with the terms of such
operative documents, and that such documents accurately reflect the material
facts of such transactions.
We have also assumed the following:
(i) the Pooling and Servicing Agreement is in full force and effect and each
party thereto has complied and will comply with its obligations thereunder;
(ii) the Amendment Agreement is being executed and the Amendment Transaction
will be performed in accordance with the requirements of the Pooling and
Servicing Agreement; and
(iii) there are no agreements or understandings regarding the Amendment
Transaction or any other modifications to the Pooling and Servicing Agreement,
the Trust Fund, or any party's rights or obligations thereunder or with respect
thereto other than as described in the Amendment Agreement.
OPINIONS
Subject to the qualifications and assumptions set forth herein, we are of the
opinion that, for United States federal income tax purposes, the Amendment
Transaction will not (i) cause any REMIC created under the Pooling and Servicing
Agreement constituting part of the Trust Fund to fail to qualify as a REMIC
within the meaning of Section 860D of the Code, or (ii) result in the imposition
of any tax pursuant to the REMIC Provisions on any REMIC created under the
Pooling and Servicing Agreement constituting part of the Trust Fund.
(page)
Law Offices of
CHAPMAN AND CUTLER LLP
TO THE PARTIES LISTED
ON SCHEDULE A HERETO
February 28, 2006
Page 3
LIMITATIONS
Other than as expressly stated above, we express no opinion on any issue
relating to the Amendment Transaction, the Depositor, the Trust Fund, or any
party to the Amendment Agreement, or under any law other than United States
federal income tax laws.
THIS OPINION IS NOT INTENDED AND WAS NOT WRITTEN TO BE USED, AND IT CANNOT BE
USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING TAX PENALTIES THAT MAY BE
IMPOSED ON SUCH TAXPAYER.
We impose no limit on your disclosure of this opinion or the tax treatment or
tax structure of the transactions described herein. However, we are furnishing
this opinion to you solely in connection with the Amendment Transaction and it
cannot be relied upon by any other person or for any other purpose without our
express written permission.
Very truly yours,
/s/ Chapman and Cutler LLP
(page)
Law Offices of
CHAPMAN AND CUTLER LLP
SCHEDULE A
Redwood Trust, Inc.
One Belvedere Place
Suite 300
Mill Valley, CA 94941
Sequoia Residential Funding, Inc.
One Belvedere Place
Suite 330
Mill Valley, CA 94941
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue, 4th Floor
New York, NY 10010
Wells Fargo Bank,
National Association
9062 Old Annapolis Road
Columbia, MD 21045
U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
EX 99.2
TOBIN & TOBIN
A PROFESSIONAL CORPORATION
500 SANSOME STREET
EIGHTH FLOOR
SAN FRANCISCO, CALIFORNIA 94111
FACSIMILE (415)433-3883
(415)433-1400
PHILLIP R. POLLOCK
Email: prpollock@tobinlaw.com
RICHARD TOBIN (1852-1887)
ROBERT TOBIN (1875-1889)
CYRIL R. TOBIN (1905-1977)
February 28, 2006
Wells Fargo Bank, National Association
P.O. Box 98
Columbia, Maryland 21046
Attention: SQALT 2006-1
U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Corporate Trust-Structured Finance-SQALT 2006-1
Re: Sequoia Alternative Loan Trust 2006-1, Mortgage Pass-Through Certificates;
Amendment No. 1 dated as of February 1, 2006 (the "Amendment No. 1"), to
Pooling and Servicing Agreement dated as of January 1, 2006, among Sequoia
Residential Funding, Inc., as depositor, Wells Fargo Bank, National
Association, as master servicer and trust administrator, and U.S. Bank
National Association, as trustee, and acknowledged by RWT Holdings, Inc.,
as seller (the "Pooling and Servicing Agreement")
Ladies and Gentlemen:
This opinion is being furnished to you pursuant to Sections 11.03(a) and
11.03(f) of the Pooling and Servicing Agreement in connection with the
above-referenced proposed Amendment No. 1. Defined terms used herein have the
meanings set forth in the Pooling and Servicing Agreement.
After careful review of all the documents related to the proposed Amendment No.
1, the defined terms related thereto, and all such other supporting
documentation provided for our review such that we are fully informed as to the
nature and scope of each of the proposed Amendment No. 1, we are of the opinion
that:
1. We have made such examination or investigation as necessary to furnish an
informed opinion as to the proposed Amendment No. 1;
2. All conditions precedent and any other conditions or covenants related to the
Amendment No. 1 have been, or we reasonably believe shall be, complied with
or otherwise performed as required; and
(page)
TOBIN & TOBIN
Wells Fargo Bank, National Association
U.S. Bank National Association
February 28, 2006
Page 2
3. The execution of such Amendment No. 1 is authorized and permitted by the
Pooling and Servicing Agreement.
Very truly yours,
TOBIN & TOBIN
/s/ Tobin & Tobin