<HTML>
<HEAD>
     <TITLE></TITLE>
</HEAD>
<BODY STYLE="font: 10pt Times New Roman, Times, Serif">

<P STYLE="margin: 0">&nbsp;</P>

<P STYLE="margin: 0"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>UNITED STATES</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>SECURITIES AND EXCHANGE COMMISSION</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>Washington, D.C. 20549</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>FORM 8-K</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>CURRENT REPORT</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>Pursuant to Section 13 or 15(d) of the</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>Securities Exchange Act of 1934</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>Date of Report (Date of earliest event
reported)</B> June 1, 2012</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>Commission File Number of issuing entity:</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0">333-179292-02</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>SEQUOIA MORTGAGE TRUST 2012-3</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"></P>

<!-- Field: Rule-Page --><DIV STYLE="text-align: center; margin: 0; text-indent: 0"><DIV STYLE="font-size: 1pt; border-top: Black 1pt solid; width: 100%; margin-right: 0; margin-left: 0; text-indent: 0">&nbsp;</DIV></DIV><!-- Field: /Rule-Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>(Exact name of issuing
entity)</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>Commission File Number of depositor:</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0">333-179292-01</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>SEQUOIA RESIDENTIAL FUNDING, INC.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"></P>

<!-- Field: Rule-Page --><DIV STYLE="text-align: center; margin: 0; text-indent: 0"><DIV STYLE="font-size: 1pt; border-top: Black 1pt solid; width: 100%; margin-right: 0; margin-left: 0; text-indent: 0">&nbsp;</DIV></DIV><!-- Field: /Rule-Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>(Exact name of depositor
as specified in its charter)</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"><B>RWT HOLDINGS, INC. (Sponsor)</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0"></P>

<!-- Field: Rule-Page --><DIV STYLE="text-align: center; margin: 0; text-indent: 0"><DIV STYLE="font-size: 1pt; border-top: Black 1pt solid; width: 100%; margin-right: 0; margin-left: 0; text-indent: 0">&nbsp;</DIV></DIV><!-- Field: /Rule-Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0">(<B>Exact name of sponsor/seller
as specified in its charter)</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; text-indent: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 49%; border-bottom: windowtext 1pt solid; text-align: center">DELAWARE</TD>
    <TD STYLE="width: 2%; text-align: center">&nbsp;</TD>
    <TD STYLE="width: 49%; border-bottom: windowtext 1pt solid; text-align: center">None</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font-weight: bold; text-align: center">&nbsp;(State or other jurisdiction</TD>
    <TD STYLE="font-weight: bold; text-align: center">&nbsp;</TD>
    <TD STYLE="font-weight: bold; text-align: center">(I.R.S. employer</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="font-weight: bold; text-align: center">of incorporation)</TD>
    <TD STYLE="font-weight: bold; text-align: center">&nbsp;</TD>
    <TD STYLE="font-weight: bold; text-align: center">identification no.)</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 49%; border-bottom: windowtext 1pt solid; text-align: center">One Belvedere Place, Suite 330, Mill Valley, CA&nbsp;</TD>
    <TD STYLE="width: 2%; text-align: center">&nbsp;</TD>
    <TD STYLE="width: 49%; border-bottom: windowtext 1pt solid; text-align: center">94941</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: center; font-weight: bold">(Address of principal executive offices)</TD>
    <TD STYLE="text-align: center; font-weight: bold">&nbsp;</TD>
    <TD STYLE="text-align: center; font-weight: bold">(Zip code)</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">Registrant&rsquo;s telephone number, including
area code (415) 389-7373</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">N/A</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B></B></P>

<!-- Field: Rule-Page --><DIV ALIGN="CENTER" STYLE="margin-top: 0; margin-bottom: 0"><DIV STYLE="font-size: 1pt; border-top: Black 1pt solid; width: 100%">&nbsp;</DIV></DIV><!-- Field: /Rule-Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>(Former name or former address, if changed
since last report)</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="font: 10pt Wingdings">&uml;</FONT> Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="font: 10pt Wingdings">&uml;</FONT> Soliciting material
pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="font: 10pt Wingdings">&uml;</FONT> Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><FONT STYLE="font: 10pt Wingdings">&uml;</FONT>
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<!-- Field: Page; Sequence: 2 -->
    <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify; text-indent: -0.5in">Item 8.01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Other Events</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On June 27, 2012, Sequoia Residential Funding,
Inc. (the &ldquo;Depositor&rdquo;) will cause the issuance and sale of the Sequoia Mortgage Trust 2012-3 Mortgage Pass-Through
Certificates, Series 2012-3, Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class B-1, Class B-2 and Class B-3 Certificates (the
&ldquo;Certificates&rdquo;), in the approximate aggregate principal amount of $289,039,000, pursuant to a Pooling and Servicing
Agreement, dated as of June 1, 2012, by and among the Depositor, Christiana Trust, a division of Wilmington Savings Fund Society,
FSB, as trustee (in such capacity, the &ldquo;Trustee&rdquo;), and Wells Fargo Bank, N.A., as master servicer (the &ldquo;Master
Servicer&rdquo;) and securities administrator (the &ldquo;Securities Administrator&rdquo;). Certain Certificates were sold by the
Depositor to Barclays Capital Inc., as underwriter, pursuant to the Underwriting Agreement dated June 25, 2012. The mortgage loans
were sold to Redwood Residential Acquisition Corporation (the &ldquo;Seller&rdquo;) and/or are being serviced pursuant to (i) a
Flow Mortgage Loan Sale and Servicing Agreement (the &ldquo;FRB Sale and Servicing Agreement&rdquo;), dated as of July 1, 2010,
between the Seller and First Republic Bank (&ldquo;FRB&rdquo;), (ii) a Flow Mortgage Loan Sale and Servicing Agreement (the &ldquo;FRB
Barclays Sale and Servicing Agreement&rdquo;), dated as of March 16, 2012, between Barclays Bank PLC and FRB, (iii) a Mortgage
Loan Flow Purchase, Sale and Servicing Agreement (the &ldquo;PHH Sale and Servicing Agreement&rdquo;), dated as of July 21, 2010,
between the Seller and PHH Mortgage Corporation (&ldquo;PHH&rdquo;), (iv) a Flow Mortgage Loan Servicing Agreement (the &ldquo;Cenlar
Servicing Agreement&rdquo; and, together with the FRB Sale and Servicing Agreement, the FRB Barclays Sale and Servicing Agreement
and the PHH Sale and Servicing Agreement, the &ldquo;Servicing Agreements&rdquo;), dated as of November 3, 2011, between the Seller
and Cenlar FSB (&ldquo;Cenlar&rdquo;), (v) a Flow Mortgage Loan Purchase and Sale Agreement (the &ldquo;Cole Taylor Purchase Agreement&rdquo;),
dated as of August 1, 2011, between the Seller and Cole Taylor Bank (&ldquo;Cole Taylor&rdquo;), (vi) a Flow Mortgage Loan Purchase
and Sale Agreement (the &ldquo;PrimeLending Purchase Agreement&rdquo;), dated as of January 30, 2011, between the Seller and PrimeLending,
a PlainsCapital Company (&ldquo;PrimeLending&rdquo;), (vii) a Flow Mortgage Loan Purchase and Sale Agreement (the &ldquo;Sterling
Purchase Agreement&rdquo;), dated as of March 1, 2011, between the Seller and Sterling Savings Bank (&ldquo;Sterling&rdquo;), (viii)
a Flow Mortgage Loan Purchase and Sale Agreement (the &ldquo;GuardHill Purchase Agreement&rdquo;), dated as of October 1, 2011,
between the Seller and GuardHill Financial Corporation (&ldquo;GuardHill), (ix) a Flow Mortgage Loan Purchase and Sale Agreement
(the &ldquo;Wintrust Purchase Agreement&rdquo;), dated as of June 1, 2011, between the Seller and Wintrust Mortgage, a division
of Barrington Bank and Trust (&ldquo;Wintrust&rdquo;), (x) a Flow Mortgage Loan Purchase and Sale Agreement (the &ldquo;Flagstar
Purchase Agreement&rdquo;), dated as of May 23, 2011, between the Seller and Flagstar Capital Markets Corporation (&ldquo;Flagstar&rdquo;),
(xi) a Flow Mortgage Loan Purchase and Sale Agreement (the &ldquo;United Shore Purchase Agreement&rdquo;), dated as of December
1, 2011, between the Seller and United Shore Financial Services, LLC (&ldquo;Shore&rdquo;), (xii) a Flow Mortgage Loan Purchase
and Sale Agreement (the &ldquo;Benchmark Purchase Agreement&rdquo;), dated as of September 1, 2011, between the Seller and Benchmark
Bank (&ldquo;Benchmark&rdquo;), (xiii) a Flow Mortgage Loan Purchase and Sale Agreement (the &ldquo;BOCM Purchase Agreement&rdquo;),
dated as of August 1, 2011, between the Seller and Simonich Corporation, dba Bank of Commerce Mortgage (&ldquo;BOCM&rdquo;), (xiv)
a Flow Mortgage Loan Purchase and Sale Agreement (the &ldquo;APMC Purchase Agreement&rdquo;), dated as of October 1, 2011, between
the Seller and American Pacific Mortgage Corporation (&ldquo;APMC&rdquo;), (xv) a Flow Mortgage Loan Purchase and Sale Agreement
(the &ldquo;FAMC Purchase Agreement&rdquo;), dated as of August 1, 2011, between the Seller and Franklin American Mortgage Company
(&ldquo;FAMC&rdquo;), (xvi) a Flow Mortgage Loan Purchase and Sale Agreement (the &ldquo;Cornerstone Purchase Agreement&rdquo;),
dated as of September 1, 2011, between the Seller and Cornerstone Mortgage Company (&ldquo;Cornerstone&rdquo;), (xvii) a Flow Mortgage
Loan Purchase and Sale Agreement (the &ldquo;Cherry Creek Purchase Agreement&rdquo;), dated as of October 1, 2011, between the
Seller and Cherry Creek Mortgage Co., Inc. (&ldquo;Cherry Creek&rdquo;), (xviii) a Flow Mortgage Loan Purchase and Sale Agreement
(the &ldquo;Embrace Purchase Agreement&rdquo;), dated as of December 1, 2011, between the Seller and Embrace Home Loans, Inc. (&ldquo;Embrace&rdquo;),
(xix) a Flow Mortgage Loan Purchase and Sale Agreement (the &ldquo;Fremont Purchase Agreement&rdquo;), dated as of August 1, 2011,
between the Seller and Fremont Bank (&ldquo;Fremont&rdquo;) and (xx) and a Flow Mortgage Loan Purchase and Sale Agreement (the
&ldquo;Provident Purchase Agreement&rdquo; and, together with the Cole Taylor Purchase Agreement, the PrimeLending Purchase Agreement,
the Sterling Purchase Agreement, the GuardHill Purchase Agreement, the Wintrust Purchase Agreement, the Flagstar Purchase Agreement,
the United Shore Purchase Agreement, the Benchmark Purchase Agreement, the BOCM Purchase Agreement, the APMC Purchase Agreement,
the FAMC Purchase Agreement, the Cornerstone Purchase Agreement, the Cherry Creek Purchase Agreement, the Embrace Purchase Agreement,
the Fremont Purchase Agreement and the Provident Purchase Agreement, the &ldquo;Purchase Agreements&rdquo;), dated as of October
1, 2011, between the Seller and Provident Savings Bank (&ldquo;Provident&rdquo;). In connection with the offering of the Certificates,
the Seller and the Depositor will enter into a Mortgage Loan Purchase and Sale Agreement, pursuant to which the Seller will convey
to the Depositor all of its interest in the mortgage loans. The Seller will assign its rights under each Servicing Agreement and
each Purchase Agreement with respect to the related mortgage loans to the Depositor, and the Depositor will assign such rights
to the Trustee for the benefit of the holders of the Certificates, in each case pursuant to an Assignment, Assumption and Recognition
Agreement or an Assignment of Representations and Warranties, as applicable, dated as of June 27, 2012, among the Seller, the Depositor,
the Trustee and the respective Servicer or Originator. Wells Fargo Bank, N.A. will maintain custody of the mortgage files relating
to the mortgage loans on behalf of Sequoia Mortgage Trust 2012-3, pursuant to a Custodial Agreement, dated as of June 1, 2012,
among Wells Fargo Bank, N.A., as custodian, the Depositor, the Master Servicer, the Seller and the Trustee.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -1.5in">Item 9.01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Financial
Statements and Exhibits</U>.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
applicable</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
applicable</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<!-- Field: Page; Sequence: 3 -->
    <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
applicable.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 1in">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibits:
The following final versions or final executed version of Exhibits to the Form S-3 Registration Statement of the Registrant are
hereby filed:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<!-- Field: Page; Sequence: 4 -->
    <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Exhibit&#9;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><U>Number</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pooling and Servicing Agreement,
dated as of June 1, 2012, 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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Final executed Engagement
Agreement, dated June 6, 2012, among Redwood Trust, Inc., RWT Holdings, Inc. and Barclays Capital Inc.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Final executed Underwriting
Agreement, dated June 25, 2012, among Redwood Trust, Inc., Redwood Residential Acquisition Corporation, Sequoia Residential Funding,
Inc. and Barclays Capital Inc.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Final executed Flow Mortgage
Loan Sale and Servicing Agreement, dated as of July 1, 2010, between Redwood Residential Acquisition Corporation, as purchaser,
and First Republic Bank, as seller and servicer.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Final executed Flow Mortgage
Loan Sale and Servicing Agreement, dated as of March 16, 2012, between Barclays Bank PLC, as purchaser, and First Republic Bank,
as seller and servicer.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assignment, Assumption and
Recognition Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and First Republic
Bank, as servicer.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Final executed Mortgage Loan
Flow Purchase, Sale and Servicing Agreement, dated as of July 21, 2010, between Redwood Residential Acquisition Corporation, as
purchaser, and PHH Mortgage Corporation, as seller and servicer.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assignment, Assumption and
Recognition Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and PHH Mortgage
Corporation, as servicer.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.9&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Final executed Flow Mortgage
Loan Servicing Agreement, dated as of November 3, 2011, by and between Redwood Residential Acquisition Corporation, as initial
purchaser Cenlar FSB, as servicer.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.10&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assignment, Assumption and
Recognition Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Cenlar FSB,
as servicer.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<!-- Field: Page; Sequence: 5 -->
    <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.11&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of August 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser
and Cole Taylor Bank, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.12&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Cole Taylor
Bank, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.13&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of January 30, 2011, between Redwood Residential Acquisition Corporation, as purchaser
and PrimeLending, a PlainsCapital Company, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.14&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and PrimeLending,
a PlainsCapital Company, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.15&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of March 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser
and Sterling Savings Bank, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.16&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Sterling Savings
Bank, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.17&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of October 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser
and GuardHill Financial Corporation, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.18&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and GuardHill Financial
Corporation, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.19&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of June 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser and
Wintrust Mortgage, a division of Barrington Bank and Trust, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.20&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Wintrust Mortgage,
a division of Barrington Bank and Trust, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<!-- Field: Page; Sequence: 6 -->
    <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.21&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of May 23, 2011, between Redwood Residential Acquisition Corporation, as purchaser and
Flagstar Capital Markets Corporation, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.22&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Flagstar Capital
Markets Corporation, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.23&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of December 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser
and United Shore Financial Services, LLC, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.24&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and United Shore
Financial Services, LLC, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.25&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of August 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser
and Simonich Corporation, dba Bank of Commerce Mortgage, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.26&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Simonich Corporation,
dba Bank of Commerce Mortgage, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.27&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of October 1, 2011, between Redwood Residential Acquisition Corporation and American
Pacific Mortgage Corporation, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.28&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and American Pacific
Mortgage Corporation, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.29&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of August 1, 2011, between Redwood Residential Acquisition Corporation and Franklin
American Mortgage Company, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.30&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Franklin American
Mortgage Company, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<!-- Field: Page; Sequence: 7 -->
    <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.31&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of September 1, 2011, between Redwood Residential Acquisition Corporation and Benchmark
Bank, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.32&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Benchmark Bank,
as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.33&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of September 1, 2011, between Redwood Residential Acquisition Corporation and Cornerstone
Mortgage Company, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.34&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Cornerstone
Mortgage Company, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.35&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of October 1, 2011, between Redwood Residential Acquisition Corporation and Cherry Creek
Mortgage Co., Inc., as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.36&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Cherry Creek
Mortgage Co., Inc., as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.37&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of December 1, 2011, between Redwood Residential Acquisition Corporation and Embrace
Home Loans, Inc., as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.38&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Embrace Home
Loans, Inc., as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.39&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of August 1, 2011, between Redwood Residential Acquisition Corporation and Fremont Bank,
as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.40&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Fremont Bank,
as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<!-- Field: Page; Sequence: 8 -->
    <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.41&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of October 1, 2011, between Redwood Residential Acquisition Corporation and Provident
Savings Bank, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.42&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Provident Savings
Bank, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.43&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mortgage Loan Purchase and
Sale Agreement, dated as of June 27, 2012, between Redwood Residential Acquisition Corporation, as seller, and Sequoia Residential
Funding, Inc., as depositor.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.44&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Custodial Agreement, dated
as of June 1, 2012, among Wells Fargo Bank, N.A., as custodian and master servicer, Redwood Residential Acquisition Corporation,
as seller, Sequoia Residential Funding, Inc., as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society,
FSB, as trustee.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<!-- Field: Page; Sequence: 9 -->
    <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SIGNATURE</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 1in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 1in">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
thereunto duly authorized.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 3.25in; text-indent: -0.25in"><B>&nbsp;</B></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2" STYLE="font-weight: bold">SEQUOIA RESIDENTIAL FUNDING, INC.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 50%">&nbsp;</TD>
    <TD STYLE="width: 4%">&nbsp;</TD>
    <TD STYLE="width: 46%">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>By:</TD>
    <TD STYLE="border-bottom: windowtext 1pt solid">/s/ John Isbrandtsen</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>Name: John Isbrandtsen</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>Title: Authorized Officer</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 279pt; text-indent: -45pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Dated: June 28, 2012</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<!-- Field: Page; Sequence: 10 -->
    <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.1</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Pooling and Servicing Agreement, dated as of June 1, 2012, 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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.2</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Engagement Agreement, dated June 6, 2012, among Redwood Trust,
Inc., RWT Holdings, Inc. and Barclays Capital Inc.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.3</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Final executed Underwriting Agreement, dated June 25, 2012,
among Redwood Trust, Inc., Redwood Residential Acquisition Corporation, Sequoia Residential Funding, Inc. and Barclays Capital
Inc.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.4</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Final executed Flow Mortgage Loan Sale and Servicing Agreement,
dated as of July 1, 2010, between Redwood Residential Acquisition Corporation, as purchaser, and First Republic Bank, as seller
and servicer.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.5</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Final executed Flow Mortgage Loan Sale and Servicing Agreement,
dated as of March 16, 2012, between Barclays Bank PLC, as purchaser, and First Republic Bank, as seller and servicer.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.6</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Assignment, Assumption and Recognition Agreement, dated as of
June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and First Republic Bank, as servicer.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.7</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Final executed Mortgage Loan Flow Purchase, Sale and Servicing
Agreement, dated as of July 21, 2010, between Redwood Residential Acquisition Corporation, as purchaser, and PHH Mortgage Corporation,
as seller and servicer.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<!-- Field: Page; Sequence: 11 -->
    <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.8</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Assignment, Assumption and Recognition Agreement, dated as of
June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and PHH Mortgage Corporation, as servicer.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.9</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Final executed Flow Mortgage Loan Servicing Agreement, dated
as of November 3, 2011, by and between Redwood Residential Acquisition Corporation, as initial purchaser Cenlar FSB, as servicer.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.10</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Assignment, Assumption and Recognition Agreement, dated as of
June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Cenlar FSB, as servicer.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.11</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of August 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser and Cole Taylor Bank, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.12</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Cole Taylor Bank, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.13</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of January 30, 2011, between Redwood Residential Acquisition Corporation, as purchaser and PrimeLending, a PlainsCapital
Company, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.14</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and PrimeLending, a PlainsCapital Company, as
seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<!-- Field: Page; Sequence: 12 -->
    <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.15</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of March 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser and Sterling Savings Bank, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.16</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Sterling Savings Bank, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.17</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of October 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser and GuardHill Financial Corporation,
as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.18</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and GuardHill Financial Corporation, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.19</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of June 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser and Wintrust Mortgage, a division of
Barrington Bank and Trust, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.20</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Wintrust Mortgage, a division of Barrington
Bank and Trust, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.21</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of May 23, 2011, between Redwood Residential Acquisition Corporation, as purchaser and Flagstar Capital Markets Corporation,
as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<!-- Field: Page; Sequence: 13 -->
    <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.22</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Flagstar Capital Markets Corporation, as
seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.23</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Final executed Flow Mortgage Loan Purchase and Sale
Agreement, dated as of December 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser and United Shore
Financial Services, LLC., as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.24</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and  United Shore
Financial Services, LLC., as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.25</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of August 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser and Simonich Corporation, dba Bank
of Commerce Mortgage, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.26</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Simonich Corporation, dba Bank of Commerce
Mortgage, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.27</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of October 1, 2011, between Redwood Residential Acquisition Corporation and American Pacific Mortgage Corporation, as
seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<!-- Field: Page; Sequence: 14 -->
    <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.28</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and American Pacific Mortgage Corporation, as
seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.29</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of August 1, 2011, between Redwood Residential Acquisition Corporation and Franklin American Mortgage Company, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.30</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Franklin American Mortgage Company, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.31</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of September 1, 2011, between Redwood Residential Acquisition Corporation and Benchmark Bank, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.32</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Benchmark Bank, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.33</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of September 1, 2011, between Redwood Residential Acquisition Corporation and Cornerstone Mortgage Company, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.34</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Cornerstone Mortgage Company, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<!-- Field: Page; Sequence: 15 -->
    <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.35</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of October 1, 2011, between Redwood Residential Acquisition Corporation and Cherry Creek Mortgage Co., Inc., as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.36</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Cherry Creek Mortgage Co., Inc., as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.37</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of December 1, 2011, between Redwood Residential Acquisition Corporation and Embrace Home Loans, Inc., as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.38</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Embrace Home Loans, Inc., as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.39</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of August 1, 2011, between Redwood Residential Acquisition Corporation and Fremont Bank, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.40</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Fremont Bank, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.41</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of October 1, 2011, between Redwood Residential Acquisition Corporation and Provident Savings Bank, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<!-- Field: Page; Sequence: 16 -->
    <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.42</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Provident Savings Bank, as seller.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.43</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Mortgage Loan Purchase and Sale Agreement, dated as of June
27, 2012, between Redwood Residential Acquisition Corporation, as seller, and Sequoia Residential Funding, Inc., as depositor.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>Exhibit 10.44</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Custodial Agreement, dated as of June 1, 2012, among Wells Fargo
Bank, N.A., as custodian and master servicer, Redwood Residential Acquisition Corporation, as seller, Sequoia Residential Funding,
Inc., as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>



<P STYLE="margin: 0"></P>

<!-- Field: Page; Sequence: 17; Options: Last -->
    <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1pt solid"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->
<P STYLE="margin: 0"></P>

</BODY>
</HTML>
[{"type": "8-K", "sequence": "1", "filename": "v316955_8k.htm", "description": "FORM 8-K", "secsgml_size_bytes": 77445}]
{"company-data": {"conformed-name": "Sequoia Mortgage Trust 2012-3", "cik": "0001551097", "assigned-sic": "6189"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-179292-02", "film-number": "12933487"}, "business-address": {"street1": "ONE BELVEDERE PLACE,", "street2": "SUITE 300", "city": "MILL VALLEY", "state": "CA", "zip": "94941", "phone": "415-389-7373"}, "mail-address": {"street1": "ONE BELVEDERE PLACE,", "street2": "SUITE 300", "city": "MILL VALLEY", "state": "CA", "zip": "94941"}}
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)
June 1, 2012
Commission File Number of issuing entity:
333-179292-02
SEQUOIA MORTGAGE TRUST 2012-3
(Exact name of issuing
entity)
Commission File Number of depositor:
333-179292-01
SEQUOIA RESIDENTIAL FUNDING, INC.
(Exact name of depositor
as specified in its charter)
RWT HOLDINGS, INC. (Sponsor)
(
Exact name of sponsor/seller
as specified in its charter)
DELAWARE
None
(State or other jurisdiction
(I.R.S. employer
of incorporation)
identification no.)
One Belvedere Place, Suite 330, Mill Valley, CA
94941
(Address of principal executive offices)
(Zip code)
Registrant's telephone number, including
area code (415) 389-7373
N/A
(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(b) under the Exchange Act (17 CFR 240.14a-12(b))
¨
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 8.01
Other Events
.
On June 27, 2012, Sequoia Residential Funding,
Inc. (the "Depositor") will cause the issuance and sale of the Sequoia Mortgage Trust 2012-3 Mortgage Pass-Through
Certificates, Series 2012-3, Class A-1, Class A-2, Class A-IO1, Class A-IO2, Class B-1, Class B-2 and Class B-3 Certificates (the
"Certificates"), in the approximate aggregate principal amount of $289,039,000, pursuant to a Pooling and Servicing
Agreement, dated as of June 1, 2012, by and among the Depositor, Christiana Trust, a division of Wilmington Savings Fund Society,
FSB, as trustee (in such capacity, the "Trustee"), and Wells Fargo Bank, N.A., as master servicer (the "Master
Servicer") and securities administrator (the "Securities Administrator"). Certain Certificates were sold by the
Depositor to Barclays Capital Inc., as underwriter, pursuant to the Underwriting Agreement dated June 25, 2012. The mortgage loans
were sold to Redwood Residential Acquisition Corporation (the "Seller") and/or are being serviced pursuant to (i) a
Flow Mortgage Loan Sale and Servicing Agreement (the "FRB Sale and Servicing Agreement"), dated as of July 1, 2010,
between the Seller and First Republic Bank ("FRB"), (ii) a Flow Mortgage Loan Sale and Servicing Agreement (the "FRB
Barclays Sale and Servicing Agreement"), dated as of March 16, 2012, between Barclays Bank PLC and FRB, (iii) a Mortgage
Loan Flow Purchase, Sale and Servicing Agreement (the "PHH Sale and Servicing Agreement"), dated as of July 21, 2010,
between the Seller and PHH Mortgage Corporation ("PHH"), (iv) a Flow Mortgage Loan Servicing Agreement (the "Cenlar
Servicing Agreement" and, together with the FRB Sale and Servicing Agreement, the FRB Barclays Sale and Servicing Agreement
and the PHH Sale and Servicing Agreement, the "Servicing Agreements"), dated as of November 3, 2011, between the Seller
and Cenlar FSB ("Cenlar"), (v) a Flow Mortgage Loan Purchase and Sale Agreement (the "Cole Taylor Purchase Agreement"),
dated as of August 1, 2011, between the Seller and Cole Taylor Bank ("Cole Taylor"), (vi) a Flow Mortgage Loan Purchase
and Sale Agreement (the "PrimeLending Purchase Agreement"), dated as of January 30, 2011, between the Seller and PrimeLending,
a PlainsCapital Company ("PrimeLending"), (vii) a Flow Mortgage Loan Purchase and Sale Agreement (the "Sterling
Purchase Agreement"), dated as of March 1, 2011, between the Seller and Sterling Savings Bank ("Sterling"), (viii)
a Flow Mortgage Loan Purchase and Sale Agreement (the "GuardHill Purchase Agreement"), dated as of October 1, 2011,
between the Seller and GuardHill Financial Corporation ("GuardHill), (ix) a Flow Mortgage Loan Purchase and Sale Agreement
(the "Wintrust Purchase Agreement"), dated as of June 1, 2011, between the Seller and Wintrust Mortgage, a division
of Barrington Bank and Trust ("Wintrust"), (x) a Flow Mortgage Loan Purchase and Sale Agreement (the "Flagstar
Purchase Agreement"), dated as of May 23, 2011, between the Seller and Flagstar Capital Markets Corporation ("Flagstar"),
(xi) a Flow Mortgage Loan Purchase and Sale Agreement (the "United Shore Purchase Agreement"), dated as of December
1, 2011, between the Seller and United Shore Financial Services, LLC ("Shore"), (xii) a Flow Mortgage Loan Purchase
and Sale Agreement (the "Benchmark Purchase Agreement"), dated as of September 1, 2011, between the Seller and Benchmark
Bank ("Benchmark"), (xiii) a Flow Mortgage Loan Purchase and Sale Agreement (the "BOCM Purchase Agreement"),
dated as of August 1, 2011, between the Seller and Simonich Corporation, dba Bank of Commerce Mortgage ("BOCM"), (xiv)
a Flow Mortgage Loan Purchase and Sale Agreement (the "APMC Purchase Agreement"), dated as of October 1, 2011, between
the Seller and American Pacific Mortgage Corporation ("APMC"), (xv) a Flow Mortgage Loan Purchase and Sale Agreement
(the "FAMC Purchase Agreement"), dated as of August 1, 2011, between the Seller and Franklin American Mortgage Company
("FAMC"), (xvi) a Flow Mortgage Loan Purchase and Sale Agreement (the "Cornerstone Purchase Agreement"),
dated as of September 1, 2011, between the Seller and Cornerstone Mortgage Company ("Cornerstone"), (xvii) a Flow Mortgage
Loan Purchase and Sale Agreement (the "Cherry Creek Purchase Agreement"), dated as of October 1, 2011, between the
Seller and Cherry Creek Mortgage Co., Inc. ("Cherry Creek"), (xviii) a Flow Mortgage Loan Purchase and Sale Agreement
(the "Embrace Purchase Agreement"), dated as of December 1, 2011, between the Seller and Embrace Home Loans, Inc. ("Embrace"),
(xix) a Flow Mortgage Loan Purchase and Sale Agreement (the "Fremont Purchase Agreement"), dated as of August 1, 2011,
between the Seller and Fremont Bank ("Fremont") and (xx) and a Flow Mortgage Loan Purchase and Sale Agreement (the
"Provident Purchase Agreement" and, together with the Cole Taylor Purchase Agreement, the PrimeLending Purchase Agreement,
the Sterling Purchase Agreement, the GuardHill Purchase Agreement, the Wintrust Purchase Agreement, the Flagstar Purchase Agreement,
the United Shore Purchase Agreement, the Benchmark Purchase Agreement, the BOCM Purchase Agreement, the APMC Purchase Agreement,
the FAMC Purchase Agreement, the Cornerstone Purchase Agreement, the Cherry Creek Purchase Agreement, the Embrace Purchase Agreement,
the Fremont Purchase Agreement and the Provident Purchase Agreement, the "Purchase Agreements"), dated as of October
1, 2011, between the Seller and Provident Savings Bank ("Provident"). In connection with the offering of the Certificates,
the Seller and the Depositor will enter into a Mortgage Loan Purchase and Sale Agreement, pursuant to which the Seller will convey
to the Depositor all of its interest in the mortgage loans. The Seller will assign its rights under each Servicing Agreement and
each Purchase Agreement with respect to the related mortgage loans to the Depositor, and the Depositor will assign such rights
to the Trustee for the benefit of the holders of the Certificates, in each case pursuant to an Assignment, Assumption and Recognition
Agreement or an Assignment of Representations and Warranties, as applicable, dated as of June 27, 2012, among the Seller, the Depositor,
the Trustee and the respective Servicer or Originator. Wells Fargo Bank, N.A. will maintain custody of the mortgage files relating
to the mortgage loans on behalf of Sequoia Mortgage Trust 2012-3, pursuant to a Custodial Agreement, dated as of June 1, 2012,
among Wells Fargo Bank, N.A., as custodian, the Depositor, the Master Servicer, the Seller and the Trustee.
Item 9.01
Financial
Statements and Exhibits
.
(a)          Not
applicable
(b)          Not
applicable
(c)          Not
applicable.
(d)          Exhibits:
The following final versions or final executed version of Exhibits to the Form S-3 Registration Statement of the Registrant are
hereby filed:
Exhibit
Number
10.1     Pooling and Servicing Agreement,
dated as of June 1, 2012, 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.
10.2     Final executed Engagement
Agreement, dated June 6, 2012, among Redwood Trust, Inc., RWT Holdings, Inc. and Barclays Capital Inc.
10.3     Final executed Underwriting
Agreement, dated June 25, 2012, among Redwood Trust, Inc., Redwood Residential Acquisition Corporation, Sequoia Residential Funding,
Inc. and Barclays Capital Inc.
10.4     Final executed Flow Mortgage
Loan Sale and Servicing Agreement, dated as of July 1, 2010, between Redwood Residential Acquisition Corporation, as purchaser,
and First Republic Bank, as seller and servicer.
10.5     Final executed Flow Mortgage
Loan Sale and Servicing Agreement, dated as of March 16, 2012, between Barclays Bank PLC, as purchaser, and First Republic Bank,
as seller and servicer.
10.6     Assignment, Assumption and
Recognition Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and First Republic
Bank, as servicer.
10.7     Final executed Mortgage Loan
Flow Purchase, Sale and Servicing Agreement, dated as of July 21, 2010, between Redwood Residential Acquisition Corporation, as
purchaser, and PHH Mortgage Corporation, as seller and servicer.
10.8     Assignment, Assumption and
Recognition Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and PHH Mortgage
Corporation, as servicer.
10.9     Final executed Flow Mortgage
Loan Servicing Agreement, dated as of November 3, 2011, by and between Redwood Residential Acquisition Corporation, as initial
purchaser Cenlar FSB, as servicer.
10.10     Assignment, Assumption and
Recognition Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Cenlar FSB,
as servicer.
10.11     Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of August 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser
and Cole Taylor Bank, as seller.
10.12     Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Cole Taylor
Bank, as seller.
10.13     Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of January 30, 2011, between Redwood Residential Acquisition Corporation, as purchaser
and PrimeLending, a PlainsCapital Company, as seller.
10.14     Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and PrimeLending,
a PlainsCapital Company, as seller.
10.15     Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of March 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser
and Sterling Savings Bank, as seller.
10.16     Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Sterling Savings
Bank, as seller.
10.17     Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of October 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser
and GuardHill Financial Corporation, as seller.
10.18     Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and GuardHill Financial
Corporation, as seller.
10.19     Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of June 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser and
Wintrust Mortgage, a division of Barrington Bank and Trust, as seller.
10.20     Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Wintrust Mortgage,
a division of Barrington Bank and Trust, as seller.
10.21     Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of May 23, 2011, between Redwood Residential Acquisition Corporation, as purchaser and
Flagstar Capital Markets Corporation, as seller.
10.22     Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Flagstar Capital
Markets Corporation, as seller.
10.23     Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of December 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser
and United Shore Financial Services, LLC, as seller.
10.24     Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and United Shore
Financial Services, LLC, as seller.
10.25     Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of August 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser
and Simonich Corporation, dba Bank of Commerce Mortgage, as seller.
10.26      Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Simonich Corporation,
dba Bank of Commerce Mortgage, as seller.
10.27     Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of October 1, 2011, between Redwood Residential Acquisition Corporation and American
Pacific Mortgage Corporation, as seller.
10.28      Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and American Pacific
Mortgage Corporation, as seller.
10.29     Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of August 1, 2011, between Redwood Residential Acquisition Corporation and Franklin
American Mortgage Company, as seller.
10.30     Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Franklin American
Mortgage Company, as seller.
10.31     Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of September 1, 2011, between Redwood Residential Acquisition Corporation and Benchmark
Bank, as seller.
10.32     Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Benchmark Bank,
as seller.
10.33     Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of September 1, 2011, between Redwood Residential Acquisition Corporation and Cornerstone
Mortgage Company, as seller.
10.34     Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Cornerstone
Mortgage Company, as seller.
10.35     Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of October 1, 2011, between Redwood Residential Acquisition Corporation and Cherry Creek
Mortgage Co., Inc., as seller.
10.36     Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Cherry Creek
Mortgage Co., Inc., as seller.
10.37     Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of December 1, 2011, between Redwood Residential Acquisition Corporation and Embrace
Home Loans, Inc., as seller.
10.38     Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Embrace Home
Loans, Inc., as seller.
10.39     Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of August 1, 2011, between Redwood Residential Acquisition Corporation and Fremont Bank,
as seller.
10.40     Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Fremont Bank,
as seller.
10.41     Final executed Flow Mortgage
Loan Purchase and Sale Agreement, dated as of October 1, 2011, between Redwood Residential Acquisition Corporation and Provident
Savings Bank, as seller.
10.42     Assignment of Representations
and Warranties Agreement, dated as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Provident Savings
Bank, as seller.
10.43     Mortgage Loan Purchase and
Sale Agreement, dated as of June 27, 2012, between Redwood Residential Acquisition Corporation, as seller, and Sequoia Residential
Funding, Inc., as depositor.
10.44     Custodial Agreement, dated
as of June 1, 2012, among Wells Fargo Bank, N.A., as custodian and master servicer, Redwood Residential Acquisition Corporation,
as seller, Sequoia Residential Funding, Inc., as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society,
FSB, as trustee.
SIGNATURE
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
thereunto duly authorized.
SEQUOIA RESIDENTIAL FUNDING, INC.
By:
/s/ John Isbrandtsen
Name: John Isbrandtsen
Title: Authorized Officer
Dated: June 28, 2012
Exhibit 10.1
Pooling and Servicing Agreement, dated as of June 1, 2012, 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.
Exhibit 10.2
Engagement Agreement, dated June 6, 2012, among Redwood Trust,
Inc., RWT Holdings, Inc. and Barclays Capital Inc.
Exhibit 10.3
Final executed Underwriting Agreement, dated June 25, 2012,
among Redwood Trust, Inc., Redwood Residential Acquisition Corporation, Sequoia Residential Funding, Inc. and Barclays Capital
Inc.
Exhibit 10.4
Final executed Flow Mortgage Loan Sale and Servicing Agreement,
dated as of July 1, 2010, between Redwood Residential Acquisition Corporation, as purchaser, and First Republic Bank, as seller
and servicer.
Exhibit 10.5
Final executed Flow Mortgage Loan Sale and Servicing Agreement,
dated as of March 16, 2012, between Barclays Bank PLC, as purchaser, and First Republic Bank, as seller and servicer.
Exhibit 10.6
Assignment, Assumption and Recognition Agreement, dated as of
June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and First Republic Bank, as servicer.
Exhibit 10.7
Final executed Mortgage Loan Flow Purchase, Sale and Servicing
Agreement, dated as of July 21, 2010, between Redwood Residential Acquisition Corporation, as purchaser, and PHH Mortgage Corporation,
as seller and servicer.
Exhibit 10.8
Assignment, Assumption and Recognition Agreement, dated as of
June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and PHH Mortgage Corporation, as servicer.
Exhibit 10.9
Final executed Flow Mortgage Loan Servicing Agreement, dated
as of November 3, 2011, by and between Redwood Residential Acquisition Corporation, as initial purchaser Cenlar FSB, as servicer.
Exhibit 10.10
Assignment, Assumption and Recognition Agreement, dated as of
June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Cenlar FSB, as servicer.
Exhibit 10.11
Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of August 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser and Cole Taylor Bank, as seller.
Exhibit 10.12
Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Cole Taylor Bank, as seller.
Exhibit 10.13
Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of January 30, 2011, between Redwood Residential Acquisition Corporation, as purchaser and PrimeLending, a PlainsCapital
Company, as seller.
Exhibit 10.14
Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and PrimeLending, a PlainsCapital Company, as
seller.
Exhibit 10.15
Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of March 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser and Sterling Savings Bank, as seller.
Exhibit 10.16
Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Sterling Savings Bank, as seller.
Exhibit 10.17
Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of October 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser and GuardHill Financial Corporation,
as seller.
Exhibit 10.18
Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and GuardHill Financial Corporation, as seller.
Exhibit 10.19
Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of June 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser and Wintrust Mortgage, a division of
Barrington Bank and Trust, as seller.
Exhibit 10.20
Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Wintrust Mortgage, a division of Barrington
Bank and Trust, as seller.
Exhibit 10.21
Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of May 23, 2011, between Redwood Residential Acquisition Corporation, as purchaser and Flagstar Capital Markets Corporation,
as seller.
Exhibit 10.22
Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Flagstar Capital Markets Corporation, as
seller.
Exhibit 10.23
Final executed Flow Mortgage Loan Purchase and Sale
Agreement, dated as of December 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser and United Shore
Financial Services, LLC., as seller.
Exhibit 10.24
Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and  United Shore
Financial Services, LLC., as seller.
Exhibit 10.25
Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of August 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser and Simonich Corporation, dba Bank
of Commerce Mortgage, as seller.
Exhibit 10.26
Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Simonich Corporation, dba Bank of Commerce
Mortgage, as seller.
Exhibit 10.27
Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of October 1, 2011, between Redwood Residential Acquisition Corporation and American Pacific Mortgage Corporation, as
seller.
Exhibit 10.28
Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and American Pacific Mortgage Corporation, as
seller.
Exhibit 10.29
Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of August 1, 2011, between Redwood Residential Acquisition Corporation and Franklin American Mortgage Company, as seller.
Exhibit 10.30
Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Franklin American Mortgage Company, as seller.
Exhibit 10.31
Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of September 1, 2011, between Redwood Residential Acquisition Corporation and Benchmark Bank, as seller.
Exhibit 10.32
Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Benchmark Bank, as seller.
Exhibit 10.33
Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of September 1, 2011, between Redwood Residential Acquisition Corporation and Cornerstone Mortgage Company, as seller.
Exhibit 10.34
Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Cornerstone Mortgage Company, as seller.
Exhibit 10.35
Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of October 1, 2011, between Redwood Residential Acquisition Corporation and Cherry Creek Mortgage Co., Inc., as seller.
Exhibit 10.36
Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Cherry Creek Mortgage Co., Inc., as seller.
Exhibit 10.37
Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of December 1, 2011, between Redwood Residential Acquisition Corporation and Embrace Home Loans, Inc., as seller.
Exhibit 10.38
Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Embrace Home Loans, Inc., as seller.
Exhibit 10.39
Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of August 1, 2011, between Redwood Residential Acquisition Corporation and Fremont Bank, as seller.
Exhibit 10.40
Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Fremont Bank, as seller.
Exhibit 10.41
Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of October 1, 2011, between Redwood Residential Acquisition Corporation and Provident Savings Bank, as seller.
Exhibit 10.42
Assignment of Representations and Warranties Agreement, dated
as of June 27, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee, and Provident Savings Bank, as seller.
Exhibit 10.43
Mortgage Loan Purchase and Sale Agreement, dated as of June
27, 2012, between Redwood Residential Acquisition Corporation, as seller, and Sequoia Residential Funding, Inc., as depositor.
Exhibit 10.44
Custodial Agreement, dated as of June 1, 2012, among Wells Fargo
Bank, N.A., as custodian and master servicer, Redwood Residential Acquisition Corporation, as seller, Sequoia Residential Funding,
Inc., as depositor, and Christiana Trust, a division of Wilmington Savings Fund Society, FSB, as trustee.