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

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Washington, D.C. 20549</B></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"><B>FORM 8-K</B></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"><B>CURRENT REPORT</B></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"><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"><B>Securities Exchange Act of 1934</B></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"><B>Date of Report (Date of earliest event
reported)</B> March 1, 2012</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"><B>Commission File Number of issuing entity:</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">333-159791-06</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"><B>SEQUOIA MORTGAGE TRUST 2012-2</B></P>

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

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">333-159791-01</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"><B>SEQUOIA RESIDENTIAL FUNDING, INC.</B></P>

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

<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: 0.5in">&nbsp;</P>

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

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

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

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    <TD STYLE="width: 57%; padding-right: 5.4pt; padding-left: 5.4pt; text-decoration: none; text-align: center; border-bottom: Black 1pt solid">DELAWARE</TD>
    <TD STYLE="width: 4%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center; border-bottom: Black 1pt solid">&nbsp;</TD>
    <TD STYLE="width: 39%; padding-right: 5.4pt; padding-left: 5.4pt; text-decoration: none; text-align: center; border-bottom: Black 1pt solid">None</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; font-weight: bold; text-align: center">(State or other jurisdiction</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; font-weight: bold; text-align: center">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; font-weight: bold; text-align: center">(I.R.S. employer</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; font-weight: bold; text-align: center">of incorporation)</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; font-weight: bold; text-align: center">&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; font-weight: bold; text-align: center">&nbsp;identification no.)</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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<TR STYLE="vertical-align: top">
    <TD STYLE="width: 61%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center; text-decoration: none; border-bottom: Black 1pt solid">One Belvedere Place, Suite 330, Mill Valley, CA</TD>
    <TD STYLE="width: 39%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center; text-decoration: none; border-bottom: Black 1pt solid">94941</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: center; font-weight: bold">&nbsp;(Address of principal executive offices)</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: center; font-weight: bold">(Zip code)</TD></TR>
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<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: 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>

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

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

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><FONT STYLE="font-family: Wingdings">o</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-family: Wingdings">o</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-family: Wingdings">o</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-family: Wingdings">o</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: left">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Item 8.01&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 March 29, 2012, Sequoia Residential
Funding, Inc. (the &ldquo;Depositor&rdquo;) will cause the issuance and sale of the Sequoia Mortgage Trust 2012-2 Mortgage Pass-Through
Certificates, Series 2012-2, Class A-1, Class A-2, Class A-3, Class A-IO, Class B-1, Class B-2 and Class B-3 Certificates (the
&ldquo;Certificates&rdquo;), in the approximate aggregate principal amount of $322,851,000, pursuant to a Pooling and Servicing
Agreement, dated as of March 1, 2012, by and among the Depositor, U.S. Bank National Association, 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 March 27, 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;Shore Purchase Agreement&rdquo;), dated as</P>

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

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">of December 1, 2011, between the Seller
and Shore Financial Services, Inc. (&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;) and (xv) a Flow Mortgage Loan Purchase and Sale Agreement (the &ldquo;FAMC 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 Shore Purchase Agreement, the
Benchmark Purchase Agreement, the BOCM Purchase Agreement and the APMC Purchase Agreement, the &ldquo;Purchase Agreements&rdquo;),
dated as of August 1, 2011, between the Seller and Franklin American Mortgage Company (&ldquo;FAMC&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 March 29, 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 2012-2, pursuant to a Custodial Agreement,
dated as of March 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">&nbsp;</P>

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<TR STYLE="vertical-align: top">
    <TD STYLE="width: 8%; padding-right: 0; padding-left: 0; text-align: justify">Item 9.01</TD>
    <TD STYLE="width: 5%; padding-right: 0; padding-left: 0; text-align: justify">&nbsp;</TD>
    <TD STYLE="width: 87%; padding-right: 0; padding-left: 0; text-align: justify"><U>Financial Statements and Exhibits</U>.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify">&nbsp;</TD>
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify">&nbsp;</TD>
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify; text-indent: 0in">(a)</TD>
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify; text-indent: 0in">Not applicable</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify; text-indent: 0in">(b)</TD>
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify; text-indent: 0in">Not applicable</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify; text-indent: 0in">(c)</TD>
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify; text-indent: 0in">Not applicable.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify; text-indent: 0in">(d)</TD>
    <TD STYLE="padding-right: 0; padding-left: 0; text-align: justify; text-indent: 0in">Exhibits:&nbsp;&nbsp; The following final versions or final executed version of Exhibits to the Form S-3 Registration Statement of the Registrant are hereby filed:</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Exhibit</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&#9;Pooling and Servicing Agreement, dated as of March 1,
2012, by and among Sequoia Residential Funding, Inc., as depositor, U.S. Bank National Association, as trustee and Wells Fargo
Bank, N.A., as master servicer and 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&#9;Final executed Underwriting Agreement, dated March 27,
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">10.3&#9;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">10.4&#9;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">10.5&#9;Assignment, Assumption and Recognition Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, 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">10.6&#9;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">10.7&#9;Assignment, Assumption and Recognition Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, 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">10.8&#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.</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&#9;Assignment, Assumption and Recognition Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, 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">10.10&#9;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>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.11&#9;Assignment of Representations and Warranties Agreement,
dated as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc.,
as depositor, U.S. Bank National Association, 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">10.12&#9;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">10.13&#9;Assignment of Representations and Warranties Agreement,
dated as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc.,
as depositor, U.S. Bank National Association, 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">10.14&#9;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">10.15&#9;Assignment of Representations and Warranties Agreement,
dated as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc.,
as depositor, U.S. Bank National Association, 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">10.16&#9;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">10.17&#9;Assignment of Representations and Warranties Agreement,
dated as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc.,
as depositor, U.S. Bank National Association, 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">10.18&#9;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">10.19&#9;Assignment of Representations and Warranties Agreement,
dated as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc.,
as depositor, U.S. Bank National Association, 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">10.20&#9;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">10.21&#9;Assignment of Representations and Warranties
Agreement, dated as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, U.S. Bank National Association, as trustee, and Flagstar Capital Markets Corporation, as
seller.&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>

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<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&#9;Final executed Flow Mortgage Loan Purchase and Sale
Agreement, dated as of December 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser and Shore Financial
Services, Inc., 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&#9;Assignment of Representations and Warranties Agreement,
dated as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc.,
as depositor, U.S. Bank National Association, as trustee, and Shore Financial Services, Inc., 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&#9;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">10.25&#9; Assignment of Representations and Warranties Agreement,
dated as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc.,
as depositor, U.S. Bank National Association, 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">10.26&#9;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">10.27&#9; Assignment of Representations and Warranties Agreement,
dated as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc.,
as depositor, U.S. Bank National Association, 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">10.28&#9;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">10.29&#9;Assignment of Representations and Warranties Agreement,
dated as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc.,
as depositor, U.S. Bank National Association, 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">10.30&#9;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">10.31&#9;Assignment of Representations and Warranties Agreement,
dated as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc.,
as depositor, U.S. Bank National Association, as trustee, and Benchmark Bank, as seller.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">10.32&#9;Mortgage Loan Purchase and Sale Agreement, dated as
of March 29, 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">10.33&#9;Custodial Agreement, dated as of March 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 U.S. Bank National Association, as trustee.</P>

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<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: center">&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; text-align: justify; text-indent: 1in">&nbsp;</P>

<TABLE BORDER="0" CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif">
<TR>
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD COLSPAN="2"><B>SEQUOIA RESIDENTIAL FUNDING, INC.</B></TD></TR>
<TR>
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: top; width: 50%">&nbsp;</TD>
    <TD STYLE="width: 4%">By:&nbsp;</TD>
    <TD STYLE="vertical-align: top; width: 46%">/s/ John Isbrandtsen</TD></TR>
<TR>
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="vertical-align: top; border-top: #000000 1px solid">Name: John Isbrandtsen<BR>Title: Authorized Officer</TD></TR>
</TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 0pt; margin-top: 0pt; margin-bottom: 6pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 0pt; margin-top: 0pt; margin-bottom: 6pt">Dated:
March 29, 2012</P>

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<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 March 1, 2012,
by and among Sequoia Residential Funding, Inc., as depositor, U.S. Bank National Association, as trustee and Wells Fargo Bank,
N.A., as master servicer and 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">Final executed Underwriting Agreement, dated March 27, 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 10.3</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 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 10.4</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 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 10.5</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">Assignment, Assumption and Recognition Agreement, dated as of
March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, 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 10.6</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>

<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">Assignment, Assumption and Recognition Agreement, dated as of
March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, as trustee, and PHH Mortgage Corporation, as servicer.</P>

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<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">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 10.9</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">Assignment, Assumption and Recognition Agreement, dated as of
March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, 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 10.10</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">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 10.11</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">Assignment of Representations and Warranties Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, 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 10.12</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">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 10.13</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">Assignment of Representations and Warranties Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, 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"><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">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>

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<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">Assignment of Representations and Warranties Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, 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 10.16</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">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 10.17</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">Assignment of Representations and Warranties Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, 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 10.18</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">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 10.19</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">Assignment of Representations and Warranties Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, 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 10.20</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">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"><B>Exhibit 10.21</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 March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, as trustee, and Flagstar Capital Markets Corporation, as seller.</P>

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<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">Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of December 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser and Shore Financial Services, 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 10.23</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">Assignment of Representations and Warranties Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, as trustee, and Shore Financial Services, 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 10.24</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">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 10.25</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">Assignment of Representations and Warranties Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, 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 10.26</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>

<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"><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 March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, 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 10.28</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">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>

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<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">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">Assignment of Representations and Warranties Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, 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 10.30</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 10.31</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 March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, 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 10.32</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">Mortgage Loan Purchase and Sale Agreement, dated as of March
29, 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 10.33</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">Custodial Agreement, dated as of March 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 U.S. Bank National Association, as trustee.</P>

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[{"type": "8-K", "sequence": "1", "filename": "v307326_8k.htm", "description": "FORM 8-K", "secsgml_size_bytes": 59602}]
{"company-data": {"conformed-name": "Sequoia Mortgage Trust 2012-2", "cik": "0001545416", "assigned-sic": "6189"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-159791-06", "film-number": "12725652"}, "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)
March 1, 2012
Commission File Number of issuing entity:
333-159791-06
SEQUOIA MORTGAGE TRUST 2012-2
(Exact name of issuing entity)
Commission File Number of depositor:
333-159791-01
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.
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 March 29, 2012, Sequoia Residential
Funding, Inc. (the "Depositor") will cause the issuance and sale of the Sequoia Mortgage Trust 2012-2 Mortgage Pass-Through
Certificates, Series 2012-2, Class A-1, Class A-2, Class A-3, Class A-IO, Class B-1, Class B-2 and Class B-3 Certificates (the
"Certificates"), in the approximate aggregate principal amount of $322,851,000, pursuant to a Pooling and Servicing
Agreement, dated as of March 1, 2012, by and among the Depositor, U.S. Bank National Association, 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 March 27, 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 "Shore Purchase Agreement"), dated as
of December 1, 2011, between the Seller
and Shore Financial Services, Inc. ("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") and (xv) a Flow Mortgage Loan Purchase and Sale Agreement (the "FAMC 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 Shore Purchase Agreement, the
Benchmark Purchase Agreement, the BOCM Purchase Agreement and the APMC Purchase Agreement, the "Purchase Agreements"),
dated as of August 1, 2011, between the Seller and Franklin American Mortgage Company ("FAMC"). 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 March 29, 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 2012-2, pursuant to a Custodial Agreement,
dated as of March 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 March 1,
2012, by and among Sequoia Residential Funding, Inc., as depositor, U.S. Bank National Association, as trustee and Wells Fargo
Bank, N.A., as master servicer and securities administrator.
10.2	Final executed Underwriting Agreement, dated March 27,
2012, among Redwood Trust, Inc., Redwood Residential Acquisition Corporation, Sequoia Residential Funding, Inc. and Barclays Capital
Inc.
10.3	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.
10.4	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.
10.5	Assignment, Assumption and Recognition Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, as trustee, and First Republic Bank, as servicer.
10.6	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.
10.7	Assignment, Assumption and Recognition Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, as trustee, and PHH Mortgage Corporation, as servicer.
10.8	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.
10.9	Assignment, Assumption and Recognition Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, as trustee, and Cenlar FSB, as servicer.
10.10	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.
10.11	Assignment of Representations and Warranties Agreement,
dated as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc.,
as depositor, U.S. Bank National Association, as trustee, and Cole Taylor Bank, as seller.
10.12	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.
10.13	Assignment of Representations and Warranties Agreement,
dated as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc.,
as depositor, U.S. Bank National Association, as trustee, and PrimeLending, a PlainsCapital Company, as seller.
10.14	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.
10.15	Assignment of Representations and Warranties Agreement,
dated as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc.,
as depositor, U.S. Bank National Association, as trustee, and Sterling Savings Bank, as seller.
10.16	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.
10.17	Assignment of Representations and Warranties Agreement,
dated as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc.,
as depositor, U.S. Bank National Association, as trustee, and Guardhill Financial Corporation, as seller.
10.18	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.
10.19	Assignment of Representations and Warranties Agreement,
dated as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc.,
as depositor, U.S. Bank National Association, as trustee, and Wintrust Mortgage, a division of Barrington Bank and Trust, as seller.
10.20	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.
10.21	Assignment of Representations and Warranties
Agreement, dated as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential
Funding, Inc., as depositor, U.S. Bank National Association, as trustee, and Flagstar Capital Markets Corporation, as
seller.
10.22	Final executed Flow Mortgage Loan Purchase and Sale
Agreement, dated as of December 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser and Shore Financial
Services, Inc., as seller.
10.23	Assignment of Representations and Warranties Agreement,
dated as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc.,
as depositor, U.S. Bank National Association, as trustee, and Shore Financial Services, Inc., as seller.
10.24	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.
10.25	 Assignment of Representations and Warranties Agreement,
dated as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc.,
as depositor, U.S. Bank National Association, as trustee, and Simonich Corporation, dba Bank of Commerce Mortgage, as seller.
10.26	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.
10.27	 Assignment of Representations and Warranties Agreement,
dated as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc.,
as depositor, U.S. Bank National Association, as trustee, and American Pacific Mortgage Corporation, as seller.
10.28	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.
10.29	Assignment of Representations and Warranties Agreement,
dated as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc.,
as depositor, U.S. Bank National Association, as trustee, and Franklin American Mortgage Company, as seller.
10.30	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.
10.31	Assignment of Representations and Warranties Agreement,
dated as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc.,
as depositor, U.S. Bank National Association, as trustee, and Benchmark Bank, as seller.
10.32	Mortgage Loan Purchase and Sale Agreement, dated as
of March 29, 2012, between Redwood Residential Acquisition Corporation, as seller, and Sequoia Residential Funding, Inc., as depositor.
10.33	Custodial Agreement, dated as of March 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 U.S. Bank National Association, 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:
March 29, 2012
Exhibit 10.1
Pooling and Servicing Agreement, dated as of March 1, 2012,
by and among Sequoia Residential Funding, Inc., as depositor, U.S. Bank National Association, as trustee and Wells Fargo Bank,
N.A., as master servicer and securities administrator.
Exhibit 10.2
Final executed Underwriting Agreement, dated March 27, 2012,
among Redwood Trust, Inc., Redwood Residential Acquisition Corporation, Sequoia Residential Funding, Inc. and Barclays Capital
Inc.
Exhibit 10.3
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 10.4
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 10.5
Assignment, Assumption and Recognition Agreement, dated as of
March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, as trustee, and First Republic Bank, as servicer.
Exhibit 10.6
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 10.7
Assignment, Assumption and Recognition Agreement, dated as of
March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, as trustee, and PHH Mortgage Corporation, as servicer.
Exhibit 10.8
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 10.9
Assignment, Assumption and Recognition Agreement, dated as of
March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, as trustee, and Cenlar FSB, as servicer.
Exhibit 10.10
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 10.11
Assignment of Representations and Warranties Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, as trustee, and Cole Taylor Bank, as seller.
Exhibit 10.12
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 10.13
Assignment of Representations and Warranties Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, as trustee, and PrimeLending, a PlainsCapital Company, as seller.
Exhibit 10.14
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 10.15
Assignment of Representations and Warranties Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, as trustee, and Sterling Savings Bank, as seller.
Exhibit 10.16
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 10.17
Assignment of Representations and Warranties Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, as trustee, and Guardhill Financial Corporation, as seller.
Exhibit 10.18
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 10.19
Assignment of Representations and Warranties Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, as trustee, and Wintrust Mortgage, a division of Barrington Bank and Trust, as seller.
Exhibit 10.20
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 10.21
Assignment of Representations and Warranties Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, as trustee, and Flagstar Capital Markets Corporation, as seller.
Exhibit 10.22
Final executed Flow Mortgage Loan Purchase and Sale Agreement,
dated as of December 1, 2011, between Redwood Residential Acquisition Corporation, as purchaser and Shore Financial Services, Inc.,
as seller.
Exhibit 10.23
Assignment of Representations and Warranties Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, as trustee, and Shore Financial Services, Inc., as seller.
Exhibit 10.24
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 10.25
Assignment of Representations and Warranties Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, as trustee, and Simonich Corporation, dba Bank of Commerce Mortgage, as seller.
Exhibit 10.26
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 10.27
Assignment of Representations and Warranties Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, as trustee, and American Pacific Mortgage Corporation, as seller.
Exhibit 10.28
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 10.29
Assignment of Representations and Warranties Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, as trustee, and Franklin American Mortgage Company, as seller.
Exhibit 10.30
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 10.31
Assignment of Representations and Warranties Agreement, dated
as of March 29, 2012, among Redwood Residential Acquisition Corporation, as assignor, Sequoia Residential Funding, Inc., as depositor,
U.S. Bank National Association, as trustee, and Benchmark Bank, as seller.
Exhibit 10.32
Mortgage Loan Purchase and Sale Agreement, dated as of March
29, 2012, between Redwood Residential Acquisition Corporation, as seller, and Sequoia Residential Funding, Inc., as depositor.
Exhibit 10.33
Custodial Agreement, dated as of March 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 U.S. Bank National Association, as trustee.