Sequoia RMBS - HackMD

![](https://hackmd.io/_uploads/BJKK28e7j.png) # Sequoia RMBS ## Certain Sequoia Platform Counterparties (I) *The information contained below is demonstrative only and is provided solely for informational purposes to determine preliminary interest in approving Sequoia RMBS as an eligible type of collateral to be onboarded by MakerDAO as part of a future transaction (with general characteristics to be described in future offering materials), and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or to participate in any trading strategy. The information contained below is at the initial structuring phase and there may be material changes to the structure prior to any securities being offered.* | Role| Counterparty| |---|---| |Issuing Entity|Sequoia Mortgage Trust 202[●]-[●], will be a common law trust formed under the laws of the State of New York. The issuing entity will be created by the depositor for the sole purpose of issuing the securities and its assets will consist of the trust fund generally comprised of the mortgage loans and certain rights with respect thereto. No person or entity other than the issuing entity will be obligated to pay the securities. On the closing date, the assets included in the trust fund will be the only assets of the issuing entity. The only source of cash available to make interest and principal payments on the securities will be the assets of the issuing entity. The issuing entity will have no source of cash other than collections and recoveries on the mortgage loans through insurance or otherwise and monthly advances funded by the servicing administrator, the master servicer and the securities administrator, as applicable, or funded by a reduction in the servicing rights strip.| |Securities|The Sequoia Mortgage Pass-Through Certificates, Series 202[●]-[●] proposed to be onboarded by MakerDAO| |Sponsor |A Redwood affiliate will serve as sponsor for this transaction. This entity is a Delaware corporation. The sponsor has been active in the securitization market since 2002 and has to date sponsored the securitization of over $55 billion of residential mortgage-backed securities. As sponsor, this entity acquires, directly or indirectly through its subsidiaries, residential mortgage loans in the secondary mortgage market and initiates the securitization of these loans by having them transferred to the depositor, which ultimately transfers them to the issuing entity for the related securitization.| |Seller |A Redwood affiliate will act as seller. This entity is a Delaware corporation. On the closing date, the seller will sell all of its interest in the mortgage loans to the depositor.| |Depositor |A Redwood affiliate will act as depositor. This entity is a Delaware special purpose corporation. The depositor has served in this capacity for 105 prior residential mortgage-backed securitization transactions that have issued approximately $55.72 billion of residential mortgage securities. On the closing date, the depositor will sell all of its interest in the mortgage loans to the trustee for the benefit of the securityholders.| |Trustee |A national banking association with trust powers incorporated under the federal laws of the United States will be the trustee. It has served as trustee in numerous asset-backed securities transactions involving mortgage and mortgage-related receivables. The trustee will perform its functions in accordance with the provisions of the pooling and servicing agreement.| |Securities Administrator, Paying Agent, Certificate Registrar, and Authenticating Agent |A leading provider of corporate trust services will be the securities administrator. This entity is a Delaware corporation. As of the end of the third quarter of 2021, it manages in excess of $8 trillion in fixed income and equity investments on behalf of over 3,000 corporations worldwide. Since 1987, it has provided corporate trust services for asset-backed securities. As of the end of the third quarter of 2021, it acts as trustee and/or securities administrator for approximately 675 various residential mortgage-backed transactions. The securities administrator will perform certain administrative duties with respect to the securities, on behalf of the trustee, including acting as authentication agent, calculation agent, paying agent, certificate registrar and the party responsible for preparing distribution statements and tax information for securityholders and preparing tax filings for the issuing entity.| |Servicing Administrator |A Redwood affiliate will act servicing administrator. This entity is a Delaware corporation. The servicing administrator will perform certain functions with respect to the mortgage loans, including, but not limited to, funding servicing advances and advances of delinquent scheduled interest and principal payments on the mortgage loans that are not 120 days or more delinquent.| |Master Servicer | A mortgage servicer and lender will be the master servicer. This entity is a Delaware corporation. Its master servicer rating by Fitch of “RMS2+” was affirmed in May 2021 and its master servicer rating by S&P was affirmed in December 2020 as “Above Average.” Moody’s rates it as “SQ2”, which rating was affirmed by Moody’s in September 2020. As of September 30, 2021, it had approximately $21,660,702,000 in assets, including $730,793,000 of cash, approximately $18,401,039,000 in liabilities and approximately $3,259,663,000 in equity. For the three months ended September 30, 2021, it had net income of approximately $298,987,000. The master servicer will perform its functions in accordance with the provisions of the pooling and servicing agreement, including, but not limited to, monitoring the servicer’s and servicing administrator’s performance and enforcing the servicer’s and servicing administrator’s obligations under the servicing agreement and gathering the monthly loan-level reports delivered by the servicer and providing a comprehensive loan-level report to the securities administrator with respect to the mortgage loans.| |Servicer |A nationally recognized servicer will act as servicer. This entity is a Utah corporation. It maintains a “Strong” ranking for subprime, special, and subordinate-lien servicing with S&P Global Ratings, a division of the McGraw-Hill Companies, Inc. (“S&P”) and an “SQ2+” rating for subprime servicing and “SQ2” for second lien servicing with Moody’s. Its special servicer rating was upgraded by Moody’s to “SQ2+” in December 2019. Fitch Ratings has given it the following residential primary servicer ratings: “RPS1-” for subprime, Specialty Closed-End Second Lien, and Alt-A products and “RSS1-” for special servicing. As of September 30, 2021, it serviced a portfolio of over 969,000 non-performing, re-performing, and performing loans with an unpaid principal balance of over $173 billion. The servicer will service the mortgage loans, directly or through subservicers, pursuant to the existing servicing agreement between the servicer and the seller. The rights of the seller under the servicing agreement with respect to the mortgage loans sold to the issuing entity will be assigned to the depositor, and the depositor, in turn, will assign such rights to the trustee for the benefit of the securityholders, in each case pursuant to an assignment, assumption and recognition agreement.| |Originators |Any originator contributing more than 5% by aggregate stated principal balance as of the cut-off date will be identified specifically in the definitive documents for the transaction. | |Custodian |A national banking association will be the custodian. This entity is a Delaware corporation. It and its affiliates have been engaging in financial service activities, including stock transfer related services, since 1997, and corporate trust related services since 2000. The custodian will perform its functions in accordance with the provisions of the custodial agreement, including but not limited to holding and maintaining the mortgage loan documents related to the mortgage loans on behalf of the trustee.| |Loan Data Agent | A nationally recognized data services company will be the loan data agent. This entity is a Delaware corporation. The loan data agent will make available to approved users, certain information related to the performance of the mortgage loans. The ability of such securityholders to access the information posted to the loan data agent’s investor portal will be subject to certain terms and conditions, including certification regarding such holder’s identity and certain agreements regarding confidentiality and agreements restricting use of such information.| |Distributed Ledger Agent| A financial technology company will be the distributed ledger agent. This entity is a Delaware corporation. The distributed ledger agent will make available to end users (including securityholders), via its patented digital asset platform, certain information relating to daily payments of principal and interest made with respect to the mortgage loans. Based solely on daily reports that the distributed ledger agent receives from the servicer, the distributed ledger agent will, on each business day, update the digital mortgage assets on its digital asset platform to reflect payments of principal and/or interest received by the servicer with respect to the corresponding mortgage loan.| |Initial Purchaser|A US broker-dealer that will act in the contemplated capacities for the transaction. This broker-dealer will be selected by the Sponsor will be engaged to settle the securities with the MakerDAO SPV.| |Counsel to Transaction Parties| Redwood expects to engage Morgan, Lewis & Bockius LLP as outside counsel on this transaction. Other transaction parties will be represented by outside counsel of their choosing, in accordance with established practice on the platform. | --- ###### **(I)** The information contained herein is provided solely for informational purposes to determine preliminary interest in investing in a transaction with the general characteristics described in these responses and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or to participate in any trading strategy. If any offer of securities is made, it will be made pursuant to a preliminary offering memorandum (the “Preliminary Offering Memorandum”) and a final offering memorandum (the “Final Offering Memorandum”) in the future, prepared by or on behalf of an issuing entity which will contain material information not contained herein and which will supersede, as to any securities offered, the information provided herein in its entirety. Any decision to invest in thefuture in any securities offered in the future should be made after reviewing the Final Offering Memorandum, conducting such investigations as MakerDAO as an investor deems necessary and consulting the investor’s own legal, accounting, and tax advisors in order to make an independent determination of the suitability and consequences of an investment in the securities. We note that (i) any transaction in securities is subject to a risk of loss, and possibly total loss, of principal, (ii) the information contained herein and risks described herein do not purport to identify every possible risk (direct or indirect) or other material considerations, which may be associated with your entering into a transaction in the future for the purchase of securities and (iii) any securities offered in the future will not have been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or foreign jurisdiction and may not be offered, sold or otherwise transferred unless an exemption from registration under the Securities Act and all other applicable securities laws is available. We note, furthermore, that our responses contain information accurate as of the date of this document. While we welcome comments from and dialogue with the community as our proposal is evaluated, information in this response generally will not be updated and therefore may not reflect the most current information about the subject matter discussed herein. Past performance is no guarantee of future results.