Exhibit
        10.2

      EXECUTION



     

    SEQUOIA
      MORTGAGE TRUST 2007-3 

    Mortgage
      Pass-Through Certificates

     

    UNDERWRITING
      AGREEMENT

     

    


     

    July
      25,
      2007

     

    The
      Firm
      or Firms

    of
      Underwriters named

    on
      the
      signature page hereof

     

    Ladies
      and Gentlemen:

     

    Sequoia
      Residential Funding, Inc., a Delaware corporation (the “Depositor”) and an
      indirect wholly-owned limited purpose subsidiary of Redwood Trust, Inc., a
      Maryland corporation (“Redwood Trust”), proposes to cause Sequoia Mortgage Trust
      2007-3 (the “Issuing Entity”), a common law trust governed by New York law, to
      issue and sell to you (each, an “Underwriter”) its Mortgage Pass-Through
      Certificates, Class 1-A1, Class 1-A2, Class 1-AR, Class 1-XA, Class 1-XB, Class
      2A-A1, Class 2A-A2, Class 2-AR, Class 2B-A1, Class 2B-A2, Class 2C-A1, Class
      2C-A2, Class 1B-1, Class 1B-2, Class 1B-3, Class 2B-1, Class 2B-2 and Class
      2B-3
      Certificates (collectively, the “Publicly-Offered Certificates”) having the
      characteristics set forth in the Final Prospectus, evidencing beneficial
      ownership interests in the Issuing Entity, the assets of which will consist
      primarily of four pools: (1) one pool of adjustable rate, fully amortizing
      mortgage loans secured by first liens on one-to- four family residential
      properties, (2) one pool of hybrid, fully amortizing mortgage loans secured
      by
      first liens on one-to-four family residential properties and bearing interest
      at
      a fixed rate for an initial 5-year period and at an adjustable rate thereafter,
      (3) one pool of hybrid, fully amortizing mortgage loans secured by first liens
      on one-to-four family residential properties and bearing interest at a fixed
      rate for an initial 7-year period and at an adjustable rate thereafter and
      (4)
      one pool of hybrid, fully amortizing mortgage loans secured by first liens
      on
      one-to-four family residential properties and bearing interest at a fixed rate
      for an initial 10-year period and at an adjustable rate thereafter
      (collectively, the “Mortgage Loans”). Simultaneously with the issuance and sale
      of the Publicly-Offered Certificates, the Class 1B-4, Class 1B-5, Class 1B-6,
      Class 2B-4, Class 2B-5 and Class 2B-6, Class 1-LTR and Class 2-LTR Certificates
      (together with the Publicly-Offered Certificates, the “Certificates”) are being
      issued. The Mortgage Loans will have the characteristics described in the Final
      Prospectus, subject to the variances, ranges, minimums and maximums set forth
      in
      the Final Prospectus.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      Issuing Entity will be formed, and the Certificates will be issued, pursuant
      to
      a pooling and servicing agreement (the “Pooling and Servicing Agreement”) dated
      as of July 1, 2007, by and among the Depositor, HSBC Bank USA, National
      Association, as trustee (the “Trustee”), Wells Fargo Bank, N.A., in the
      capacities of master servicer (in such capacity, the “Master Servicer”),
      securities administrator (in such capacity, the “Securities Administrator”), and
      acknowledged by RWT Holdings, Inc., a Delaware corporation and wholly-owned
      subsidiary of Redwood Trust, as seller (the “Seller”). On or about July 27, 2007
      (the “Closing Date”), the Seller will assign all of its right, title and
      interest in the Mortgage Loans to the Depositor pursuant to a mortgage loan
      purchase and sale agreement, dated as of July 1, 2007 (the “Mortgage Loan
      Purchase Agreement”), between the Seller, as seller, and the Depositor, as
      purchaser. Pursuant to the Pooling and Servicing Agreement, the Mortgage Loans
      will, in turn, be assigned by the Depositor to the Trustee for the benefit
      of
      the Certificateholders, together with all principal and interest collections
      received with respect to the Mortgage Loans after July 1, 2007 (the “Cut-off
      Date”). The Trustee will concurrently with such assignment, authenticate and
      deliver the Certificates to the Depositor, and the Depositor will sell the
      Publicly-Offered Certificates to the Underwriters. In addition, pursuant to
      various assignment, assumption and recognition agreements (collectively, the
      “Assignment Agreements”), (i) the Seller will assign its rights under various
      underlying mortgage loan purchase and servicing agreements relating to the
      Mortgage Loans entered into by the Seller (collectively, the “Underlying
      Purchase and Servicing Agreements”), to the Depositor and (ii) the
      Depositor will, in turn, assign its rights under the Underlying Purchase and
      Servicing Agreements to the Trustee for the benefit of the Certificateholders.
      The Master Servicer will monitor the servicing of the Mortgage Loans by the
      servicers pursuant to the provisions of the Pooling and Servicing
      Agreement.


    
      
        
        

      

      
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    The
      Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreement, the
      Assignment Agreements and this Agreement are sometimes referred to herein
      collectively as the “Transaction Documents.” Capitalized terms shall have the
      respective meanings set forth in this Agreement (or by reference to Section
      10
      hereof) or, if not defined therein, as set forth in the Pooling and Servicing
      Agreement.

    1. Representations
      and Warranties.
      The
      Seller, the Depositor and Redwood Trust, jointly and severally represent and
      warrant to, and agree with, each Underwriter that:

    (i) A
      registration statement on Form S-3 (File No. 333-132123) relating to mortgage
      pass-through certificates has been filed with the Securities and Exchange
      Commission (the “Commission”) and has become effective under the Securities Act
      of 1933, as amended (the “Securities Act”). Such registration statement as of
      its effective date, and each amendment thereto and any document incorporated
      by
      reference therein and any prospectus included or deemed or retroactively deemed
      to be a part thereof pursuant to Rule 430A or Rule 430B, as of the date of
      this
      Agreement, is hereinafter referred to as the “Registration Statement.” The
      Registration Statement meets the requirements set forth in Rule 415(a)(1)(x)
      under the Securities Act. As of the Closing Date, no stop order suspending
      the
      effectiveness of such Registration Statement has been issued and no proceedings
      for that purpose have been initiated or, to the knowledge of the Seller, the
      Depositor or Redwood Trust, threatened by the Commission. The Depositor proposes
      to prepare and file with the Commission pursuant to Rule 424 under the
      Securities Act a final prospectus dated July 26, 2006 (the “Base Prospectus”) to
      be supplemented by a prospectus supplement dated the date hereof relating to
      the
      Publicly-Offered Certificates in the form filed after the date of this Agreement
      pursuant to Section 424(b) that discloses the public offering price and other
      final terms of the Publicly-Offered Certificates (together with any revision,
      amendment or supplement, the “Prospectus Supplement”). The Prospectus
      Supplement, together with the Base Prospectus, including the documents
      incorporated therein as of the time of such filing is hereinafter referred
      to as
      the “Final Prospectus.” In connection with the offering of the Publicly-Offered
      Certificates, the Depositor has also prepared a preliminary prospectus
      supplement dated June 29, 2007, which constitutes a statutory prospectus to
      be
      retroactively included in the Registration Statement and has been or will be
      filed with the Commission pursuant to Rule 424(b) under the Securities Act
      (the
“Preliminary Prospectus Supplement” and together with the Base Prospectus, the
“Preliminary Prospectus”). The Preliminary Prospectus and the Final Prospectus
      separately, are referred to herein as a “Prospectus.” Any reference herein to
      the Registration Statement or a Prospectus shall be deemed to refer to and
      include the documents incorporated by reference therein pursuant to Item 12
      of
      Form S-3 which were filed under the Securities Exchange Act of 1934, as amended
      (the “Exchange Act”), on or before the date on which the Registration Statement,
      as amended, became effective, or the issue date of the Preliminary Prospectus,
      or the date on which the Final Prospectus is filed pursuant to Rule 424(b)
      under
      the Securities Act, as the case may be; and any reference herein to the terms
      “amend,” “amendment” or “supplement” with respect to the Registration Statement
      and each Prospectus shall be deemed to refer to and include any document
      incorporated by reference therein which is filed under the Exchange Act after
      the date on which the Registration Statement became effective, the issue date
      of
      the Preliminary Prospectus or the date on which a Final Prospectus is filed
      pursuant to Rule 424(b) under the Securities Act, as the case may
      be.


    
      
        
        

      

      
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    (ii) Each
      of
      (A) The Registration Statement, as of its effective date, (B) the Preliminary
      Prospectus, taken together with the static pool information set forth in or
      referred to under the caption “Static Pool Information” in the Preliminary
      Prospectus but deemed to be excluded from the Registration Statement and the
      Preliminary Prospectus pursuant to Item 1105(d) of Regulation AB (the
“Designated Static Pool Information”), as of its issue date, and (C) the Final
      Prospectus, taken together with the Designated Static Pool Information set
      forth
      in or referred to under the caption “Static Pool Information” in such Final
      Prospectus, as of its issue date, as revised, amended or supplemented and filed
      with the Commission prior to the termination of the offering of the
      Publicly-Offered Certificates, will conform in all material respects to the
      requirements of the Securities Act and the rules and regulations (the
“Regulations”) of the Commission thereunder applicable to such documents as of
      their respective dates, and the Registration Statement, the Designated Static
      Pool Information and the Final Prospectus as revised, amended or supplemented
      and filed with the Commission as of the Closing Date will conform in all
      material respects to the requirements of the Securities Act and the Regulations
      of the Commission applicable to such documents as of the Closing Date. None
      of
      (A) the Registration Statement, at the time it became effective and as of the
      Closing Date, (B) the Preliminary Prospectus, taken together with the Designated
      Static Pool Information, as of its issue date, or (C) the Final Prospectus,
      taken together with the Designated Static Pool Information, as of its issue
      date, as of the date of any Contract of Sale, and as of the Closing Date,
      contained or will contain any untrue statement of a material fact or omit to
      state a material fact required to be stated therein or necessary to make the
      statements therein, in the light of the circumstances under which they were
      made, not misleading; provided,
      however,
      that
      the Seller, the Depositor and Redwood Trust make no representations, warranties
      or agreements as to the information contained in a Prospectus or any revision
      or
      amendment thereof or supplement thereto (in the case of the Final Prospectus)
      in
      reliance upon and in conformity with information furnished in writing to the
      Depositor by or on behalf of any Underwriter specifically for use in connection
      with the preparation of a Prospectus or any revision or amendment thereof or
      supplement thereto (in the case of the Final Prospectus), such information
      being
      defined as the “Underwriter Information” in Section 10 hereof.


    
      
        
        

      

      
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    If,
      subsequent to the date of this Agreement, the Depositor and the Underwriters
      determine that such information included an untrue statement of material fact
      or
      omitted to state a material fact necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading and terminate their old Contracts of Sale and enter into new
      Contracts of Sale with investors in the Publicly-Offered Certificates, then
      the
      Preliminary Prospectus and the Designated Static Pool Information will refer
      to
      the information agreed upon in writing by the Depositor and the Underwriters
      and
      conveyed to purchasers at the time of entry into the first such new Contract
      of
      Sale, including any information that corrects such material misstatements or
      omissions (“Corrective Information”) and the date of each affected Contract of
      Sale will refer to the time and date agreed upon by the Depositor and the
      Underwriters.


    
      
        
        

      

      
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    (iii) The
      conditions to the use by the Depositor of a registration statement on Form
      S-3
      under the Securities Act, as set forth in the General Instructions to Form
      S-3,
      have been satisfied with respect to the Registration Statement. There are no
      contracts or documents of the Depositor which are required to be filed as
      exhibits to the Registration Statement pursuant to the Securities Act or the
      Regulations of the Commission thereunder which have not been so
      filed.

    (iv) (A)
      At
      the time of the filing of the Registration Statement and (B) at the date of
      this
      Agreement, the Depositor was not and is not an “ineligible issuer,” as defined
      in Rule 405 under the Securities Act.

    (v) As
      of the
      date hereof, as of the date of any Contract of Sale (if dated prior to the
      date
      hereof) and at all subsequent times through the completion of the public offer
      and sale of the Publicly-Offered Certificates, the Preliminary Prospectus issued
      at or prior to the date hereof, any Issuer Information or the Seller Mortgage
      Loan Information (each as defined below) contained in a Free Writing Prospectus
      did not include any untrue statement of a material fact or omit to state any
      material fact necessary in order to make the statements therein, in the light
      of
      the circumstances under which they were made, not misleading. 


    
      
        
        

      

      
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    (vi) The
      Publicly-Offered Certificates conform in all material respects to the
      description thereof contained in the Final Prospectus. The issuance of the
      Publicly-Offered Certificates has been authorized, and on the Closing Date
      the
      Publicly-Offered Certificates will have been duly and validly executed,
      authenticated and delivered in accordance with the Pooling and Servicing
      Agreement and delivered to the Underwriters for the account of the Underwriters
      against payment therefor as provided herein, and such Certificates will be
      duly
      and validly issued and outstanding and entitled to the benefits afforded by
      the
      Pooling and Servicing Agreement. Each Publicly-Offered Certificate of the Class
      (or if applicable, Classes) or type indicated to be “mortgage related
      securities” under the heading “Summary of Terms — Legal Investment” in the
      Prospectus Supplement will, when issued, be a “mortgage related security” as
      such term is defined in Section 3(a)(41) of the Exchange Act.

    (vii) This
      Agreement has been duly authorized, executed and delivered by each of the
      Seller, the Depositor and Redwood Trust, and as of the Closing Date, each of
      the
      other Transaction Documents to which the Seller, the Depositor or Redwood Trust
      is a party will have been, duly authorized, executed and delivered by the
      Seller, the Depositor or Redwood Trust, as applicable, and will conform in
      all
      material respects to the descriptions thereof contained in the Final Prospectus
      and, assuming the valid execution and delivery thereof by the other parties
      thereto, each Transaction Document to which Redwood Trust, the Seller or the
      Depositor is a party will constitute a legal, valid and binding agreement of
      the
      Seller, the Depositor or Redwood Trust, as applicable, enforceable in accordance
      with its terms, except as the same may be limited by bankruptcy, insolvency,
      reorganization or other similar laws affecting creditors’ rights generally and
      by general principles of equity.


    
      
        
        

      

      
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    (viii) Each
      of
      the Seller, the Depositor and Redwood Trust has been duly incorporated and
      is
      validly existing as a corporation in good standing under the laws of its
      respective State of incorporation, and each of the Seller, the Depositor and
      Redwood Trust is duly qualified to do business as a foreign corporation and
      is
      in good standing under the laws of each jurisdiction where the character of
      its
      respective properties or the nature of its respective activities makes such
      qualification necessary, except such jurisdictions, if any, in which the failure
      to be so qualified will not have a material adverse effect on the condition
      (financial or otherwise), earnings, regulatory affairs, business affairs,
      business prospects or properties of Redwood Trust, the Seller or the Depositor;
      each of Redwood Trust, the Seller and the Depositor holds all material licenses,
      certificates and permits from all governmental authorities necessary for the
      conduct of its respective business as described in the Final Prospectus; and
      each of the Seller, the Depositor and Redwood Trust has the corporate power
      and
      authority to own its respective properties and conduct its respective business
      as described in the Final Prospectus and to enter into and perform its
      respective obligations under each Transaction Document to which it is a
      party.

    (ix) Neither
      the issuance, delivery or sale of the Publicly-Offered Certificates, nor the
      consummation of any other of the transactions contemplated herein, nor the
      execution and delivery of the Transaction Documents by the Seller, the Depositor
      or Redwood Trust, as applicable, and compliance with the provisions of the
      Transaction Documents, does or will conflict with or result in the breach of
      any
      material term or provision of the certificate of incorporation or by-laws of
      the
      Seller, the Depositor, or Redwood Trust, and none of the Seller, the Depositor
      or Redwood Trust is in breach or violation of or in default (nor has an event
      occurred which with notice or lapse of time or both would constitute a default)
      under the terms of (i) any indenture, contract, lease, mortgage, deed of trust,
      note, agreement or other evidence of indebtedness or other agreement, obligation
      or instrument to which the Seller, the Depositor or Redwood Trust is a party
      or
      by which it or its respective properties are bound, or (ii) any law, decree,
      order, rule or regulation applicable to the Seller, the Depositor or Redwood
      Trust of any court or supervisory, regulatory, administrative or governmental
      agency, body or authority, or arbitrator having jurisdiction over the Seller,
      the Depositor or Redwood Trust, or its respective properties, the default,
      breach or violation of which would have a material adverse effect on the
      Depositor, Redwood Trust, the Issuing Entity or the Certificates or on the
      ability of the Seller, the Depositor or Redwood Trust to perform its respective
      obligations under the Transaction Documents to which it is a party; and none
      of
      the delivery of the Certificates, the consummation of any other of the
      transactions contemplated herein, or the compliance with the provisions of
      the
      Transaction Documents will result in such a default, breach or violation or
      which would have such a material adverse effect.


    
      
        
        

      

      
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    (x) No
      filing
      or registration with, notice to, or consent, approval, authorization or order
      or
      other action of any court or governmental authority or agency is required for
      the consummation by the Seller, the Depositor or Redwood Trust of the
      transactions contemplated by the Transaction Documents to which it is a party
      (other than as required under “blue sky” or state securities laws, as to which
      no representations and warranties are made by the Seller, the Depositor or
      Redwood Trust), except such as have been, or will have been prior to the Closing
      Date, obtained under the Securities Act, and such recordations of the assignment
      of the Mortgage Loans to the Trustee (to the extent such recordations are
      required pursuant to the Pooling and Servicing Agreement) that have not yet
      been
      completed.


    
      
        
        

      

      
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    (xi) There
      is
      no action, order, suit or proceeding before or by any court, administrative
      or
      governmental agency now pending to which the Seller, the Depositor or Redwood
      Trust is a party, or to the best knowledge of each of the Seller, the Depositor
      or Redwood Trust, threatened against the Seller, the Depositor or Redwood Trust,
      which could reasonably result individually or in the aggregate in any material
      adverse change in the condition (financial or otherwise), earnings, regulatory
      affairs, business affairs, business prospects or properties of the Seller,
      the
      Depositor or Redwood Trust or could reasonably interfere with or materially
      and
      adversely affect the consummation of the transactions contemplated by the
      Transaction Documents.

    (xii) At
      the
      time of execution and delivery of the Mortgage Loan Purchase Agreement between
      the Seller and the Depositor, the Seller will own the Mortgage Loans being
      sold
      to the Depositor pursuant thereto, free and clear of any lien, mortgage, pledge,
      charge, encumbrance, adverse claim or other security interest (collectively
      “Liens”), except to the extent permitted by the Mortgage Loan Purchase
      Agreement, and will not have assigned to any person other than the Depositor
      any
      of its right, title or interest in the Mortgage Loans.

    (xiii) Immediately
      prior to the assignment of the Mortgage Loans by the Depositor to the Trustee
      as
      contemplated by the Pooling and Servicing Agreement, the Depositor (i) will
      have good title to and be the sole owner of, each such Mortgage Loan free and
      clear of any Lien, (ii) will not have assigned to any Person any of its
      rights, title or interest in and to such Mortgage Loans or in the Underlying
      Purchase and Servicing Agreements and (iii) will have the power and
      authority to sell such Mortgage Loans to the Trustee, and upon execution and
      delivery of the Pooling and Servicing Agreement by the Trustee, the Trustee
      will
      have acquired all of the Depositor’s right, title and interest in and to such
      Mortgage Loans.


    
      
        
        

      

      
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    (xiv) Any
      taxes, fees and other governmental charges in connection with the execution,
      delivery and issuance of the Transaction Documents and the Certificates have
      been or will be paid by the Seller, the Depositor or Redwood Trust at or prior
      to the Closing Date, except (if applicable) for fees for recording assignments
      of the Mortgage Loans to the Trustee pursuant to the Pooling and Servicing
      Agreement that have not yet been completed, which fees will be paid by or on
      behalf of Redwood Trust.

    (xv) The
      Mortgage Loans conform in all material respects to the description thereof
      contained in the Final Prospectus.

    (xvi) Neither
      the Depositor nor the Issuing Entity is, and neither the issuance and sale
      of
      the Certificates nor the activities of the Issuing Entity pursuant to the
      Pooling and Servicing Agreement will cause the Depositor or the Issuing Entity
      to be, an “investment company” or under the interest of an “investment company”
as such terms are defined in the Investment Company Act of 1940, as amended
      (the
“Investment Company Act”).

    (xvii) None
      of
      the Seller, the Depositor or Redwood Trust is doing business with
      Cuba.


    
      
        
        

      

      
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    (xviii) As
      of the
      date of delivery, any Seller Mortgage Loan Information provided to the
      Underwriters is true and correct in all material respects, or if there is any
      material error in any Seller Mortgage Loan Information, the Depositor or the
      Seller has promptly provided corrected information to the Underwriters.


    2. Purchase
      and Sale.
      Subject
      to the terms and conditions and in reliance upon the representations and
      warranties set forth herein, the Depositor agrees to sell, and each Underwriter
      agrees, severally and not jointly, to purchase from the Depositor, each Class
      of
      Publicly-Offered Certificates to be purchased by such Underwriter, in the
      respective initial Class Principal Amounts, and at the respective purchase
      price
      for each Underwriter, as set forth on Schedule 1 annexed hereto (including
      accrued interest from and including the Cut-off Date to, but not including,
      the
      Closing Date, except in the case of the Class 1-A1, Class 1-A2, Class 1-B1
      and
      Class 1-B2 Certificates).

    3. Delivery
      and Payment.
      The
      Publicly-Offered Certificates shall be delivered at the office, on the date
      and
      at the time specified in the Final Prospectus, which place, date and time may
      be
      changed by agreement between the Underwriters and the Depositor. Delivery of
      the
      Publicly-Offered Certificates shall be made to each of the Underwriters as
      against their respective payment of the purchase price therefor to or upon
      the
      order of the Issuing Entity in immediately available federal funds. The
      Publicly-Offered Certificates shall be registered in such names and in such
      denominations as required by book-entry registration not less than two full
      business days prior to the Closing Date. The Depositor agrees to cause the
      Publicly-Offered Certificates to be made available for inspection, checking
      and
      packaging in New York, New York on the business day prior to the Closing
      Date.


    
      
        
        

      

      
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    4. Offering
      Procedures.
      It is
      understood that the Underwriters propose to offer the Publicly-Offered
      Certificates for sale as set forth in the Final Prospectus and that you will
      not
      offer, sell or otherwise distribute the Publicly-Offered Certificates (except
      for the sale thereof in exempt transactions) in any state in which the
      Publicly-Offered Certificates are not exempt from registration under “blue sky”
or state securities laws (except where the Publicly-Offered Certificates will
      have been qualified for offering and sale at your direction under such “blue
      sky” or state securities laws).

    Neither
      the Depositor nor any Underwriter will disseminate to any potential investor
      information relating to the Publicly-Offered Certificates that constitutes
      a
“written communication” within the meaning of Rule 405 under the Securities Act,
      other than the Preliminary Term Sheet, each Prospectus and, in the case of
      the
      Underwriters, Derived Information or Custom Loan Information, unless (i) if
      an
      Underwriter seeks to disseminate such information, such Underwriter has obtained
      the prior consent of the Depositor, or (ii) if the Depositor seeks to
      disseminate such information, the Depositor has notified the
      Underwriters.

    An
      Underwriter may convey Derived Information or Custom Loan Information to a
      potential investor prior to entering into a Contract of Sale with such investor;
      provided,
      however,
      that
      Derived Information shall not be distributed in a manner reasonably designed
      to
      lead to its broad unrestricted dissemination within the meaning of Rule 433(d)
      under the Securities Act. Each Underwriter shall deliver to the Depositor and
      its counsel a copy, in electronic form, of each Free Writing Prospectus
      disseminated by such Underwriter that is required to be filed with the
      Commission, not later than one business day prior to the date on which such
      Free
      Writing Prospectus is required under the Regulations to be so filed. Each
      Underwriter will comply with the requirements of Rule 433(g) applicable to
      any
      Free Writing Prospectus, including document retention and
      record-keeping.


    
      
        
        

      

      
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    The
      Depositor represents that it has treated and agrees that it will treat each
      Free
      Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule
      433, and has complied and will comply with the requirements of Rule 433
      applicable to any Free Writing Prospectus, including timely Commission filing
      where required, legending and record-keeping.

    Neither
      the Depositor nor any Underwriter shall disseminate or file with the Commission
      any information relating to Publicly-Offered Certificates in reliance on Rule
      167 or 426 under the Securities Act, nor shall any Underwriter disseminate
      any
      Free Writing Prospectus in a manner reasonably designed to lead to its broad
      unrestricted dissemination within the meaning of Rule 433(d) under the
      Securities Act.

    Prior
      to
      or simultaneously with entering into a Contract of Sale, each Underwriter shall
      deliver to the related purchaser a copy of the Final Prospectus, or if prior
      to
      the date hereof, a copy of the Preliminary Prospectus, in the form that such
      Underwriter and the Depositor have agreed most recently prior thereto shall
      be
      used for offers and sales of the Publicly-Offered Certificates. Each
      confirmation of sale with respect to the Publicly-Offered Certificates delivered
      by an Underwriter shall, if such confirmation of sale is not preceded or
      accompanied by delivery of the Final Prospectus, include a legend to the
      following effect, or a similar legend, in compliance with Rule 173 under the
      Securities Act:

    Rule
      173 notice: This security was sold pursuant to an effective registration
      statement that is on file with the SEC. You may request a copy of the Prospectus
      at www.sec.gov,
      or by calling 1-800-323-5678.

    5. Agreements.

    The
      Depositor agrees with each Underwriter that:


    
      
        
        

      

      
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    (i) The
      Depositor will cause the Preliminary Prospectus and the Final Prospectus to
      be
      filed with the Commission pursuant to Rule 424(b) under the Securities Act
      not
      later than 9:00 a.m. (New York time) on the Closing Date, will promptly advise
      each Underwriter when such Prospectus has been so filed, and, prior to the
      termination of the offering of the Publicly-Offered Certificates, will also
      promptly advise each Underwriter (i) when any amendment to the Registration
      Statement has become effective or any revision of or supplement to the Final
      Prospectus has been so filed (unless such amendment, revision or supplement
      does
      not relate to the Publicly-Offered Certificates or the Issuing Entity), (ii)
      of
      any request by the Commission for any amendment of the Registration Statement
      or
      any Final Prospectus or for any additional information (unless such amendment
      or
      request for additional information does not relate to the Publicly-Offered
      Certificates or the Issuing Entity), (iii) of any written notification received
      by the Depositor of the suspension of qualification of the Publicly-Offered
      Certificates for sale in any jurisdiction or the initiation or threatening
      of
      any proceeding for such purpose and (iv) of the issuance by the Commission
      of
      any stop order suspending the effectiveness of the Registration Statement or
      the
      institution or, to the knowledge of the Depositor, the threatening of any
      proceeding for that purpose. The Depositor will use its best efforts to prevent
      the issuance of any such stop order and, if issued, to obtain as soon as
      possible the withdrawal thereof. The Depositor will not file prior to the
      termination of such offering any amendment to the Registration Statement or
      any
      revision of or supplement to the Final Prospectus (other than any such
      amendment, revision or supplement which does not relate to Publicly-Offered
      Certificates or the Issuing Entity) which shall be disapproved by the
      Underwriters after reasonable notice and review of such filing.


    
      
        
        

      

      
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    (ii) If,
      at
      any time when a prospectus relating to the Publicly-Offered Certificates is
      required to be delivered under the Securities Act, (i) any event occurs as
      a
      result of which the Final Prospectus (including in each case, the Designated
      Static Pool Information) or the Preliminary Prospectus (if used by the
      Underwriters to enter into a Contract of Sale) as then amended or supplemented
      would include any untrue statement of a material fact or omit to state a
      material fact necessary to make the statements therein in the light of the
      circumstances under which they were made not misleading, or (ii) it shall be
      necessary to revise, amend or supplement the Final Prospectus to comply with
      the
      Securities Act or the Regulations of the Commission thereunder, the Depositor
      promptly will notify each Underwriter and will, upon the request of any
      Underwriter, or may, after consultation with each Underwriter, prepare and
      file
      with the Commission a revision, amendment or supplement which will correct
      such
      statement or omission or effect such compliance, and furnish without charge
      to
      each Underwriter as many copies as such Underwriter may from time to time
      reasonably request of an amended Final Prospectus or the Preliminary Prospectus
      (if used by the Underwriters to enter into a Contract of Sale) or a supplement
      to the Final Prospectus or the Preliminary Prospectus (if used by the
      Underwriters to enter into a Contract of Sale) which will correct such statement
      or omission or effect such compliance.

    (iii) The
      Depositor will furnish to each Underwriter and counsel to the Underwriters,
      without charge, conformed copies of the Registration Statement (including
      exhibits thereto) and, so long as delivery of a prospectus relating to the
      Publicly-Offered Certificates is required under the Securities Act, as many
      copies of the Preliminary Prospectus, the Final Prospectus and any revisions
      or
      amendments thereof or supplements thereto as may be reasonably
      requested.


    
      
        
        

      

      
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    (iv) The
      Depositor will, as between itself and the Underwriters, pay all expenses
      incidental to the performance of the obligations of the Depositor, the Seller
      or
      Redwood Trust under this Agreement, including without limitation (i) expenses
      of
      preparing, printing and reproducing the Registration Statement, the Preliminary
      Prospectus, the Final Prospectus, any Free Writing Prospectuses, the Transaction
      Documents and the Certificates, (ii) the cost of delivering the Publicly-Offered
      Certificates to the Underwriters, (iii) the fees charged by securities rating
      agencies for rating the Publicly-Offered Certificates, (iv) all transfer taxes,
      if any, with respect to the sale and delivery of the Publicly-Offered
      Certificates to the Underwriters, (v) any expenses for the qualification of
      the
      Publicly-Offered Certificates under
      “blue sky” or state securities laws, including filing fees and the fees and
      disbursements of counsel for such Underwriter in connection therewith and in
      connection with the preparation of any Blue Sky Survey, (vi) all other
      costs and expenses incidental to the performance by the Depositor, the Seller
      or
      Redwood Trust of their respective obligations hereunder which are not otherwise
      specifically provided for in this subsection, (vii) the fees of any counsel
      to
      the Underwriters, including the fees incurred in connection with the review
      of
      the Transaction Documents and the preparation of the Underwriting Agreement
      and
      the legal opinions and (viii) the fees of any accountants in connection with
      preparation of any comfort letters in connection with a Prospectus or with
      respect to Designated Static Pool Information. In addition, it is understood
      that, except as provided in this paragraph (iv) and in Section 9 hereof, the
      Underwriters will pay all the following additional expenses: (i) any transfer
      taxes on resale of any of the Publicly-Offered Certificates by them and (ii)
      any
      advertising expenses connected with any offers that such Underwriters may
      make.


    
      
        
        

      

      
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    (v) So
      long
      as any Publicly-Offered Certificates are outstanding, upon request of any
      Underwriter, the Depositor will furnish, or will cause to be furnished, to
      such
      Underwriter, as soon as available, a copy of (i) the annual statement of
      compliance prepared by the Master Servicer and the servicers pursuant to the
      Pooling and Servicing Agreement or the Assignment Agreements, respectively,
      (ii)
      each report regarding the Publicly-Offered Certificates filed with the
      Commission under the Exchange Act or mailed to the holders of the
      Publicly-Offered Certificates and (iii) from time to time, such other
      information concerning the Publicly-Offered Certificates which may be furnished
      by the Depositor or the Trustee without undue expense and without violation
      of
      applicable law.

    (vi) [Reserved]

    (vii) For
      a
      period ending on the Closing Date, the Depositor shall not offer or sell, or
      announce the offering of, or cause any trust created by the Depositor to offer
      or sell, or announce the offering of, any mortgage pass-through certificates
      or
      other similar mortgage-related securities, without the prior written consent
      of
      the Underwriters.

    (viii) The
      Depositor has prepared the Preliminary Prospectus described in Section 1(i)
      relating to the Publicly-Offered Certificates, in a form consented to by the
      Underwriters, and has filed or will file the Preliminary Prospectus within
      the
      period required by Rule 424(b). 


    
      
        
        

      

      
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    (ix) All
      written and graphic communications relating to the Publicly-Offered Certificates
      used prior to the availability of a Prospectus will comply with the requirements
      of Rule 433, including the inclusion of the legend required by Rule
      433(c)(2).

    Redwood
      Trust covenants with each Underwriter and with the Depositor that it shall
      notify you and the Depositor of the occurrence of any material events respecting
      the activities, affairs or condition, financial or otherwise, of Redwood Trust
      and its subsidiaries and, if as a result of any such event it is necessary
      to
      amend or supplement any Prospectus in order to make such Prospectus not
      misleading in the light of the circumstances existing at the time it is
      delivered to a purchaser, Redwood Trust will forthwith supply such information
      to the Depositor as shall be necessary for the Depositor to prepare an amendment
      or supplement to such Prospectus so that, as so amended or supplemented, such
      Prospectus (including in each case, the Designated Static Pool Information)
      will
      not contain an untrue statement of a material fact or omit to state a material
      fact necessary in order to make the statements therein, in the light of the
      circumstances existing at the time it is delivered to a purchaser, not
      misleading.

    6. Conditions
      to the Obligations of Underwriters.
      The
      obligation of each Underwriter to purchase the Publicly-Offered Certificates
      to
      be purchased by it as set forth on Schedule 1 annexed hereto shall be subject
      to
      the accuracy in all material respects of the representations and warranties
      on
      the part of the Seller, the Depositor and Redwood Trust contained herein as
      of
      the date hereof and as of the Closing Date, to the accuracy of the statements
      of
      the Seller, the Depositor and Redwood Trust made in any officer’s certificate
      pursuant to the provisions hereof, to the performance in all material respects
      by the Seller, the Depositor and Redwood Trust of its obligations hereunder
      and
      to the following additional conditions:


    
      
        
        

      

      
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    No
      stop
      order suspending the effectiveness of the Registration Statement shall have
      been
      issued and no proceedings for that purpose shall have been instituted and be
      pending or shall have been threatened, any requests for additional information
      on the part of the Commission (to be included in the Registration Statement
      or
      in a Prospectus or otherwise) shall have been complied with to the reasonable
      satisfaction of the Underwriters, and the Preliminary Prospectus and the Final
      Prospectus shall have been filed or transmitted for filing with the Commission
      not later than the time the same is required to be filed or transmitted for
      filing pursuant to the Regulations of the Commission.

    Each
      of
      the Depositor and the Seller shall have furnished to the Underwriters a
      certificate, dated the Closing Date, signed by the Chairman of the Board or
      the
      President and the principal financial or accounting officer of such entity,
      to
      the effect that each signer of such certificate has carefully examined the
      Registration Statement, the Final Prospectus, the Preliminary Prospectus, the
      Designated Static Pool Information and this Agreement and that:

    (i) The
      representations and warranties made by such entity herein are true and correct
      in all material respects on and as of the Closing Date with the same effect
      as
      if made on the Closing Date, and such entity has complied with all agreements
      and satisfied all the conditions on its part to be performed or satisfied at
      or
      prior to the Closing Date;

    (ii) No
      stop
      order suspending the effectiveness of the Registration Statement has been
      issued, and no proceedings for that purpose have been instituted and are pending
      or, to the knowledge of such officer, have been threatened as of the Closing
      Date; 

    (iii) Nothing
      has come to the attention of such officer that would lead such officer to
      believe that the Preliminary Prospectus or the Final Prospectus (including
      in
      each case, the Designated Static Pool Information) contains any untrue statement
      of a material fact or omits to state any material fact necessary in order to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading; and


    
      
        
        

      

      
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    (iv) Nothing
      has come to the attention of such officer that would lead such officer to
      believe that any Seller Mortgage Loan Information contains any untrue statement
      of a material fact or, in conjunction with the Preliminary Prospectus or the
      Final Prospectus (including in each case, the Designated Static Pool
      Information), omits any material fact necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading. 

    Redwood
      Trust shall have furnished to the Underwriters a certificate, dated the Closing
      Date, of Redwood Trust, signed by the Chairman of the Board or President and
      the
      principal financial or accounting officer of Redwood Trust, to the effect that
      each signer of such certificate has carefully examined the Registration
      Statement, the Preliminary Prospectus, the Final Prospectus, the Designated
      Static Pool Information and this Agreement and that:

    (v) The
      representations and warranties of Redwood Trust herein are true and correct
      in
      all material respects on and as of the Closing Date with the same effect as
      if
      made on the Closing Date, and Redwood Trust has complied with all agreements
      and
      satisfied all the conditions on its part to be performed or satisfied at or
      prior to the Closing Date;

    (vi) No
      stop
      order suspending the effectiveness of the Registration Statement has been
      issued, and no proceedings for that purpose have been instituted and are pending
      or, to the knowledge of such officer, have been threatened as of the Closing
      Date; and


    
      
        
        

      

      
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    (vii) Nothing
      has come to the attention of such officer that would lead such officer to
      believe that the Preliminary Prospectus or the Final Prospectus (including
      in
      each case, the Designated Static Pool Information) contains any untrue statement
      of a material fact or omits to state any material fact necessary in order to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading.

    Each
      of
      the Depositor and the Seller shall have furnished to you an opinion, dated
      the
      Closing Date, of Tobin & Tobin, special counsel to the Depositor and the
      Seller, in form and substance satisfactory to the Underwriters and counsel
      to
      the Underwriters, to the effect that:

    (viii) Such
      entity has been duly incorporated, is validly existing as a corporation in
      good
      standing under the laws of the State of its incorporation and is duly qualified
      to do business in, and is in good standing as a foreign corporation under the
      laws of, each jurisdiction where the character of its properties or the nature
      of its activities makes such qualification necessary, except such jurisdictions,
      if any, in which the failure to be so qualified will not have a material adverse
      effect on the condition (financial or otherwise), earnings, regulatory affairs,
      business affairs, business prospects or properties of such entity; and such
      entity holds all material licenses, certificates and permits from all
      governmental authorities necessary for the conduct of its business as described
      in the Final Prospectus;

    (ix) No
      filing
      or registration with, notice to, or consent, approval, authorization, order
      or
      other action of any governmental agency or body or any court is required for
      the
      consummation by such entity of the transactions contemplated by the terms of
      the
      Transaction Documents to which it is a party except such as may be required
      under the “blue sky” or state securities laws of any jurisdiction in connection
      with the offering, sale or acquisition of the Publicly-Offered Certificates,
      any
      recordations of the Mortgage Loans to the Trustee (to the extent such
      recordations are required pursuant to the Pooling and Servicing Agreement)
      that
      have not yet been completed and such other approvals as have been
      obtained;


    
      
        
        

      

      
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    (x) The
      issuance, delivery and sale of the Publicly-Offered Certificates to be purchased
      by the Underwriters pursuant to this Agreement, the execution and delivery
      of
      the Transaction Documents by such entity and the consummation of any of the
      transactions contemplated by the terms of the Transaction Documents do not
      conflict with or result in a breach or violation of any material term or
      provision of, or constitute a default under, the certificate of incorporation
      or
      by-laws of such entity, or any indenture, contract, lease, mortgage, deed of
      trust, note, agreement or other evidence of indebtedness or other agreement,
      obligation or instrument to which such entity is a party or by which it or
      its
      property is bound, or any statute or any law, decree, order, rule or regulation
      applicable to such entity of any court, regulatory body, administrative agency
      or governmental body having jurisdiction over such entity or its
      properties;

    (xi) There
      are
      no legal or governmental actions, investigations or proceedings pending to
      which
      such entity is a party, or, to the best knowledge of such counsel, threatened
      against the such entity, (A) asserting the invalidity of any Transaction
      Document or the Certificates, (B) seeking to prevent the issuance of the
      Certificates or the consummation of any of the transactions contemplated by
      any
      Transaction Document, (C) which might materially and adversely affect the
      performance by such entity of its respective obligations under, or the validity
      or enforceability of, any Transaction Document or the Certificates or (D)
      seeking to affect adversely the Federal income tax attributes of the
      Publicly-Offered Certificates as described in the Final Prospectus under the
      heading “Material Federal Income Tax Consequences” or the state income tax
      attributes of the Publicly-Offered Certificates as described in the Final
      Prospectus under the heading “State Tax Considerations;”


    
      
        
        

      

      
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    (xii) The
      Registration Statement and any amendments thereto have become effective under
      the Securities Act; to the best knowledge of such counsel, no stop order
      suspending the effectiveness of the Registration Statement has been issued
      and
      not withdrawn, no proceedings for that purpose have been instituted or
      threatened and not terminated; and the Registration Statement and each
      Prospectus and each amendment or supplement thereto (in the case of the
      Registration Statement and the Final Prospectus), as of their respective
      effective or issue dates (other than the financial and statistical information
      contained therein as to which such counsel need express no opinion), complied
      as
      to form in all material respects with the applicable requirements of the
      Securities Act and the respective rules and regulations thereunder;

    (xiii) To
      the
      best knowledge of such counsel, there are no material contracts, indentures
      or
      other documents of a character required to be described or referred to in the
      Registration Statement or any Prospectus or to be filed as exhibits to the
      Registration Statement other than those described or referred to therein or
      filed or incorporated by reference as exhibits thereto;

    (xiv) Each
      Transaction Document to which such entity is a party has been duly authorized,
      executed and delivered by such entity and constitutes a valid, legal and binding
      agreement of such entity enforceable against such entity in accordance with
      its
      terms, subject, as to enforceability to bankruptcy, insolvency, reorganization,
      moratorium or other similar laws affecting creditors’ rights generally and to
      general principles of equity regardless of whether enforcement is sought in
      a
      proceeding in equity or at law;


    
      
        
        

      

      
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    (xv) The
      direction by the Depositor to the Trustee to execute, authenticate and deliver
      the Publicly-Offered Certificates has been duly authorized by the Depositor,
      and
      the Publicly-Offered Certificates, when authenticated by the Trustee in the
      manner anticipated by the Pooling and Servicing Agreement and delivered and
      paid
      for by you as provided in this Agreement, will be validly issued and outstanding
      and entitled to the benefits of the Pooling and Servicing
      Agreement;

    (xvi) The
      Publicly-Offered Certificates and the Transaction Documents conform in all
      material respects to the descriptions thereof contained in the Final
      Prospectus;

    (xvii) The
      statements in the Final Prospectus under the headings “Certain Legal Aspects of
      the Loans” and “Legal Investment,” to the extent that they constitute matters of
      law or legal conclusions with respect thereto, have been reviewed by such
      counsel and are correct in all material respects;

    (xviii) The
      Publicly-Offered Certificates indicated under the heading “Summary of Terms —
Legal Investment” in the Final Prospectus to be “mortgage related securities”
will be mortgage related securities, as defined in Section 3(a)(41) of the
      Exchange Act, so long as such Publicly-Offered Certificates are rated in one
      of
      the two highest rating categories by at least one nationally recognized
      statistical rating organization; and


    
      
        
        

      

      
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    (xix) The
      Pooling and Servicing Agreement is not required to be qualified under the Trust
      Indenture Act of 1939, as amended, and neither the Depositor nor the Issuing
      Entity is required to be registered as an “investment company” under the 1940
      Act.

    Such
      opinion of counsel shall also include negative assurances with respect to the
      Preliminary Prospectus and the Final Prospectus.

    Such
      opinion may express its reliance as to factual matters on the representations
      and warranties made by, and on certificates or other documents furnished by
      officers of, the parties to the Transaction Documents. Such opinion may assume
      the due authorization, execution and delivery of the instruments and documents
      referred to therein by the parties thereto other than the Seller, the Depositor
      and Redwood Trust. Such opinion may be qualified as an opinion only on the
      laws
      of the States of New York, California and Delaware and the federal law of the
      United States. To the extent that such firm relies upon the opinion of other
      counsel in rendering any portion of its opinion, the opinion of such other
      counsel shall be attached to and delivered with the opinion of such firm that
      is
      delivered to you.

    The
      Depositor shall have furnished to the Underwriters an opinion, dated the Closing
      Date, of Chapman and Cutler LLP, special tax counsel to the Depositor, in form
      and substance satisfactory to the Underwriters and counsel to the Underwriters,
      to the effect that:

    (xx) the
      statements in the Final Prospectus under the heading “Material Federal Income
      Tax Consequences,” as supplemented or modified by the statements in the
      Prospectus Supplement under the heading “Federal Income Tax Consequences,” to
      the extent that they constitute matters of law or legal conclusions with respect
      to Federal income tax matters, are correct in all material
      respects;


    
      
        
        

      

      
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    (xxi) each
      segregated asset pool for which the Pooling and Servicing Agreement directs
      the
      Trustee to make a REMIC election will qualify as a REMIC within the meaning
      of
      Section 860D of the Code;

    (xxii) the
      Reserve Fund is an “outside reserve fund” that is beneficially owned by the
      owners of the Class 1-XA and Class 1-XB Certificates, as applicable;
      and

    (xxiii) the
      rights of the owners of the Class 1-A1, Class 1-A2, Class 1-B1 and Class 1-B2
      Certificates with respect to the Reserve Fund represent, for federal income
      tax
      purposes, contractual rights that are separate from their regular interests
      within the meaning of Treasury Regulations Section 1.860G-2(i)

    Redwood
      Trust shall have furnished to the Underwriters an opinion, dated the Closing
      Date, of Tobin & Tobin, special counsel to Redwood Trust, in form and
      substance satisfactory to the Underwriters and counsel to the Underwriters,
      to
      the effect that:

    (xxiv) Redwood
      Trust has been duly incorporated and is validly existing as a corporation in
      good standing under the laws of the State of Maryland and is duly qualified
      to
      do business in, and is in good standing as a foreign corporation under the
      laws
      of, each jurisdiction where the character of its properties or the nature of
      its
      activities makes such qualification necessary, except such jurisdictions, if
      any, in which the failure to be so qualified will not have a material adverse
      effect on the condition (financial or otherwise), earnings, regulatory affairs,
      business affairs, business prospects or properties of Redwood Trust; and Redwood
      Trust holds all material licenses, certificates and permits from all
      governmental authorities necessary for the conduct of its business as described
      in the Final Prospectus;


    
      
        
        

      

      
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    (xxv) Each
      Transaction Document to which Redwood Trust is a party has been duly authorized,
      executed and delivered by Redwood Trust and constitutes a valid, legal and
      binding agreement of Redwood Trust, enforceable against Redwood Trust in
      accordance with its terms, subject, as to enforceability to bankruptcy,
      insolvency, reorganization, moratorium or other similar laws affecting
      creditors’ rights generally and to general principles of equity regardless of
      whether enforcement is sought in a proceeding in equity or at law; 

    (xxvi) No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the consummation by Redwood Trust of the transactions
      contemplated by the terms of the Transaction Documents to which Redwood Trust
      is
      a party except such as may be required under the “blue sky” or state securities
      laws of any jurisdiction in connection with the offering, sale or acquisition
      of
      the Publicly-Offered Certificates, any recordations of the assignment of the
      Mortgage Loans to the Trustee (to the extent such recordations are required
      pursuant to the Pooling and Servicing Agreement) that have not yet been
      completed and such other approvals as have been obtained;

    (xxvii) The
      consummation of any of the transactions contemplated by the terms of the
      Transaction Documents to which Redwood Trust is a party do not conflict with
      or
      result in a breach or violation of any material term or provision of, or
      constitute a default under, the charter or by-laws of Redwood Trust, or, to
      the
      best knowledge of such counsel, any indenture or other agreement or instrument
      to which Redwood Trust is a party or by which it is bound, or any statute or
      regulation applicable to Redwood Trust or any order of any court, regulatory
      body, administrative agency or governmental body having jurisdiction over
      Redwood Trust; and 


    
      
        
        

      

      
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    (xxviii) There
      are
      no legal or governmental actions, investigations or proceedings pending to
      which
      Redwood Trust is a party, or, to the best knowledge of such counsel, threatened
      against Redwood Trust, (A) asserting the invalidity of any Transaction Document
      to which Redwood Trust is a party or (B) which might materially and adversely
      affect the performance by Redwood Trust of its obligations under, or the
      validity or enforceability of any Transaction Document to which Redwood Trust
      is
      a party.

    Such
      opinion may express its reliance as to factual matters on the representations
      and warranties made by, and on certificates or other documents furnished by
      officers of, the parties to the Transaction Documents. Such opinion may assume
      the due authorization, execution and delivery of the instruments and documents
      referred to therein by the parties thereto other than Redwood Trust, the Seller
      and the Depositor. Such opinion may be qualified as an opinion only on the
      laws
      of the States of Maryland, New York and California and the federal law of the
      United States. To the extent that such counsel relies upon the opinion of other
      counsel in rendering any portion of its opinion, the opinion of such other
      counsel shall be attached to and delivered with the opinion of such counsel
      that
      is delivered to the Underwriters.

    The
      Trustee shall have furnished to the Underwriters an opinion, dated the Closing
      Date, of Pryor Cashman Sherman & Flynn LLP, counsel to the Trustee, in form
      and substance satisfactory to the Underwriters and counsel to the Underwriters,
      to the effect that:

    (xxix) The
      Trustee has been duly organized and is validly existing as a national banking
      association duly organized under the laws of the United States of America,
      and
      is duly qualified to do business in each jurisdiction where the character of
      its
      properties or the nature of its activities makes such qualification necessary,
      except such jurisdictions, if any, in which the failure to be so qualified
      will
      not have a material adverse effect on the condition (financial or otherwise),
      earnings, regulatory affairs, business affairs, business prospects or properties
      of the Trustee; and the Trustee holds all material licenses, certificates and
      permits from all governmental authorities necessary for the conduct of its
      business as described in the Final Prospectus;


    
      
        
        

      

      
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    (xxx) The
      Pooling and Servicing Agreement has been duly authorized, executed and delivered
      by the Trustee and constitutes a valid, legal and binding agreement of the
      Trustee, enforceable against the Trustee in accordance with its terms, subject,
      as to enforceability to bankruptcy, insolvency, reorganization, moratorium
      or
      other similar laws affecting creditors’ rights generally and to general
      principles of equity regardless of whether enforcement is sought in a proceeding
      in equity or at law;

    (xxxi) No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the consummation by the Trustee of the transactions
      contemplated by the terms of the Pooling and Servicing Agreement, except any
      such as may be required under the “blue sky” or state securities laws of any
      jurisdiction in connection with the offering, sale or acquisition of the
      Publicly-Offered Certificates, any recordations of the assignment of the
      Mortgage Loans to the Trustee (to the extent such recordations are required
      pursuant to the Pooling and Servicing Agreement) that have not yet been
      completed and such other approvals as have been obtained; and

    (xxxii) The
      consummation of any of the transactions contemplated by the Pooling and
      Servicing Agreement do not conflict with or result in a breach or violation
      of
      any material term or provision of, or constitute a default under, the charter
      or
      by-laws of the Trustee, or, to the best knowledge of such counsel, any indenture
      or other agreement or instrument to which the Trustee is a party or by which
      it
      is bound, or any statute or regulation applicable to the Trustee or any order
      of
      any court, regulatory body, administrative agency or governmental body having
      jurisdiction over the Trustee.


    
      
        
        

      

      
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    Such
      opinion may express its reliance as to factual matters on the representations
      and warranties made by, and on certificates or other documents furnished by
      officers of, the parties to the Transaction Documents. Such opinion may assume
      the due authorization, execution and delivery of the instruments and documents
      referred to therein by the parties thereto other than the Trustee. Such opinion
      may be qualified as an opinion only on the laws of the States of New York and
      Delaware and the federal law of the United States. To the extent that such
      counsel relies upon the opinion of other counsel in rendering any portion of
      its
      opinion, the opinion of such other counsel shall be attached to and delivered
      with the opinion of such counsel that is delivered to the
      Underwriters.

    The
      Master Servicer and the Securities Administrator shall have furnished to the
      Underwriters an opinion, dated the Closing Date, of in-house counsel to the
      Master Servicer and Hunton & Williams LLP, counsel to such parties, in form
      and substance satisfactory to the Underwriters and counsel to the Underwriters,
      to the effect that:

    (xxxiii) Each
      of
      the Master Servicer and the Securities Administrator has been duly organized
      and
      is validly existing as a national banking association under the laws of the
      United States of America, and is duly qualified to do business in each
      jurisdiction where the character of its properties or the nature of its
      activities makes such qualification necessary, except such jurisdictions, if
      any, in which the failure to be so qualified will not have a material adverse
      effect on the condition (financial or otherwise), earnings, regulatory affairs,
      business affairs, business prospects or properties of the such party; and such
      party holds all material licenses, certificates and permits from all
      governmental authorities necessary for the conduct of its business as described
      in the Final Prospectus;


    
      
        
        

      

      
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    (xxxiv) The
      Pooling and Servicing Agreement has been duly authorized, executed and delivered
      by each of the Master Servicer and the Securities Administrator and constitutes
      a valid, legal and binding agreement of the such party, enforceable against
      such
      party in accordance with its terms, subject, as to enforceability to bankruptcy,
      insolvency, reorganization, moratorium or other similar laws affecting
      creditors’ rights generally and to general principles of equity regardless of
      whether enforcement is sought in a proceeding in equity or at law;

    (xxxv) No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the consummation by any of the Master Servicer or the
      Securities Administrator of the transactions contemplated by the terms of the
      Pooling and Servicing Agreement; 

    (xxxvi) The
      consummation of any of the transactions contemplated by the terms of the Pooling
      and Servicing Agreement do not conflict with or result in a breach or violation
      of any material term or provision of, or constitute a default under, the charter
      or by-laws of any of the Master Servicer or the Securities Administrator or,
      to
      the best knowledge of such counsel, any indenture or other agreement or
      instrument to which such party is a party or by which it is bound, or any
      statute or regulation applicable to such party or any order of any court,
      regulatory body, administrative agency or governmental body having jurisdiction
      over such party; and


    
      
        
        

      

      
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    (xxxvii) There
      are
      no legal or governmental actions, investigations or proceedings pending to
      which
      any of the Master Servicer or the Securities Administrator is a party, or,
      to
      the best knowledge of such counsel, threatened against the such party, (A)
      asserting the invalidity of the Pooling and Servicing Agreement or (B) which
      might materially and adversely affect the performance by such party of its
      obligations under, or the validity or enforceability of, the Pooling and
      Servicing Agreement.

    Such
      opinion may express its reliance as to factual matters on the representations
      and warranties made by, and on certificates or other documents furnished by
      officers of, the parties to the Transaction Documents. Such opinion may assume
      the due authorization, execution and delivery of the instruments and documents
      referred to therein by the parties thereto other than the Master Servicer or
      Securities Administrator. Such opinion may be qualified as an opinion only
      on
      the laws of the States of New York and Delaware and the federal law of the
      United States. To the extent that such counsel relies upon the opinion of other
      counsel in rendering any portion of its opinion, the opinion of such other
      counsel shall be attached to and delivered with the opinion of such counsel
      that
      is delivered to the Underwriters.

    The
      Underwriters shall have received copies of any opinions of counsel delivered
      to
      the rating agencies set forth in the Final Prospectus as rating the
      Publicly-Offered Certificates, including, but not limited to, any “true sale,”
“non-consolidation” or “perfection” opinions. Any such opinions shall be dated
      the Closing Date and addressed to the Underwriters or accompanied by reliance
      letters addressed to the Underwriters.

    The
      Underwriters shall have received from their counsel such opinion or opinions,
      dated the Closing Date, with respect to the issuance and sale of the
      Publicly-Offered Certificates, the Registration Statement and each Prospectus,
      and such other related matters as you may reasonably require, including a
      negative assurance letter with respect to the Preliminary Prospectus or the
      Final Prospectus.


    
      
        
        

      

      
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    The
      Depositor’s independent accountants, Deloitte & Touche LLP shall have
      furnished to the Underwriters a letter or letters addressed to the Underwriters
      and dated as of or prior to the date of first use of the Preliminary Prospectus
      or the Final Prospectus in the form and reflecting the performance of the
      procedures previously agreed to by the Depositor and the
      Underwriters.

    Subsequent
      to the date hereof, there shall not have occurred any change, or any development
      involving a prospective change in or affecting the earnings, business or
      properties of Redwood Trust, the Depositor or the Seller which, in your
      judgment, materially impairs the investment quality of the Publicly-Offered
      Certificates so as to make it impractical or inadvisable to proceed with the
      public offering or the delivery of the Publicly-Offered Certificates as
      contemplated by the Final Prospectus.

    The
      Publicly-Offered Certificates shall be rated not lower than the required ratings
      set forth under the heading “Ratings” in the Final Prospectus, such ratings
      shall not have been rescinded and no public announcement shall have been made
      that any such required rating of the Publicly-Offered Certificates has been
      placed under review (otherwise than for possible upgrading).

    The
      Depositor shall have furnished to the Underwriters such further information,
      certificates and documents as the Underwriters may reasonably have requested,
      and all proceedings in connection with the transactions contemplated by this
      Agreement and all documents incident hereto shall be in all material respects
      satisfactory in form and substance to the Underwriters and their
      counsel.


    
      
        
        

      

      
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    If
      any of
      the conditions specified in this Section 6 shall not have been fulfilled when
      and as provided in this Agreement, this Agreement and all obligations of an
      Underwriter hereunder may be canceled at, or at any time prior to, the Closing
      Date by such Underwriter. Notice of such cancellation shall be given to the
      Depositor in writing, or by telephone or telegraph confirmed in
      writing.

    7. Termination.
      This
      Agreement shall be subject to termination in your absolute discretion, by notice
      given to the Depositor if, subsequent to the date hereof, (i) trading generally
      shall have been suspended or materially limited on, or by, as the case may
      be,
      any of the New York Stock Exchange, the American Stock Exchange, the Nasdaq
      National Market, the Chicago Board of Options Exchange, the Chicago Mercantile
      Exchange or the Chicago Board of Trade, (ii) trading of any securities of
      Redwood Trust or the Depositor shall have been suspended on any exchange or
      in
      any over-the-counter market, (iii) a material disruption in securities
      settlement, payment or clearance services in the United States shall have
      occurred, (iv) any moratorium on commercial banking activities shall have been
      declared by Federal or New York State authorities or (v) there shall have
      occurred any outbreak or escalation of hostilities, or any change in financial
      markets or any calamity or crisis that, in your judgment, is material and
      adverse and which, singly or together with any other event specified in this
      clause (v), makes it, in your judgment, impracticable or inadvisable to proceed
      with the offer, sale or delivery of the Publicly-Offered Certificates on the
      terms and in the manner contemplated in the Final Prospectus.

    8. Representations
      and Indemnities to Survive.
      The
      respective agreements, representations, warranties, indemnities and other
      statements of the Depositor, the Seller and Redwood Trust and their respective
      officers and of each Underwriter set forth in or made pursuant to this Agreement
      will remain in full force and effect, regardless of any investigation made
      by or
      on behalf of any Underwriter or the Depositor, the Seller or Redwood Trust,
      and
      will survive delivery of and payment for the Publicly-Offered Certificates.
      The
      provisions of Sections 5(a)(iv), 9, 11 and 12 hereof shall survive the
      termination or cancellation of this Agreement.


    
      
        
        

      

      
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    9. Reimbursement
      of Underwriter Expenses.
      If for
      any reason, other than default by any Underwriter in its obligation to purchase
      the Publicly-Offered Certificates or termination by any Underwriter pursuant
      to
      Section 7 hereof, the Publicly-Offered Certificates are not delivered as
      provided herein, the Depositor, the Seller and Redwood Trust jointly and
      severally agree to reimburse each Underwriter for all damages, losses and
      out-of-pocket expenses of such Underwriter, including reasonable fees and
      disbursements of its counsel, reasonably incurred by such Underwriter in making
      preparations for the purchase, sale and delivery of the Publicly-Offered
      Certificates, but the Depositor, the Seller and Redwood Trust shall then be
      under no further liability to any Underwriter with respect to the
      Publicly-Offered Certificates, except as provided in Sections 5(a)(iv), 8,
      11 or
      12 hereof.

    10. Certain
      Definitions.
      For
      purposes of this Agreement, the following terms shall have the respective
      meanings set forth below:

    Custom
      Loan Information:
      Such
      information regarding the Mortgage Loans as is disseminated by any Underwriter
      to a potential investor, exclusive of any Seller Mortgage Loan Information
      (in
      the form provided by the Depositor) and information included in the Preliminary
      Term Sheet.

     

    Contract
      of Sale:
      A valid
      contract, whether oral or written, by which a third party becomes committed
      to
      purchase any Publicly-Offered Certificates from any Underwriter and such
      Underwriter becomes committed to sell such Publicly-Offered Certificates to
      such
      third party; provided that "Contract of Sale" excludes any action by such third
      party and such Underwriter prior to such commitments.

     


    
      
        
        

      

      
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    Derived
      Information:
      Such
      information regarding the Publicly-Offered Certificates as is disseminated
      by
      any Underwriter to a potential investor, which information is prepared on the
      basis of or derived from Seller Mortgage Loan Information (e.g., tables and/or
      charts displaying with respect to any Class or Classes of Publicly-Offered
      Certificates, any of the following: yield, average life, duration, expected
      maturity, interest rate sensitivity, loss sensitivity) from, but does not
      include (i) Issuer Information, (ii) information contained in the Registration
      Statement, any Prospectus or any amendment or supplement to any of them, taking
      into account information incorporated therein by reference or (iii) Seller
      Mortgage Loan Information.

     

    Free
      Writing Prospectus:
      The
      Preliminary Term Sheet and any Custom Loan Information, Derived Information
      or
      other information relating to the Publicly-Offered Certificates disseminated
      by
      the Depositor (with prior notification to the Underwriters pursuant to Section
      4) or by any Underwriter (with the prior consent of the Depositor pursuant
      to
      Section 4), that constitutes a “free writing prospectus” within the meaning of
      Rule 405 under the Securities Act.

     

    Issuer
      Information:
      Such
      information as defined in Rule 433(h) under the Securities Act and information
      that is based on or derived from such information, but excluding Derived
      Information or Custom Loan Information.

     

    Preliminary
      Term Sheet:
      Collectively, the preliminary term sheet dated June 28, 2007 relating to Group
      1
      of certain classes of the Publicly-Offered Certificates and the preliminary
      term
      sheet dated June 28, 2007 relating to Group 2 of certain classes of the
      Publicly-Offered Certificates.

     


    
      
        
        

      

      
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    Seller
      Mortgage Loan Information:
      Information relating to the Mortgage Loans furnished by or on behalf of the
      Depositor or the Seller to the Underwriters.

    Spread:
      The
      excess, if any, of (i) the purchase prices paid by investors to an Underwriter
      for the Publicly-Offered Certificates over
      (ii)
      the purchase price paid by such Underwriter to the Depositor for the
      Publicly-Offered Certificates purchased
      by such Underwriter.

    Underwriter
      Information:
      The
      only written information furnished by or on behalf of an Underwriter to the
      Depositor specifically for use in connection with the preparation of the
      Registration Statement, any Prospectus or any Free Writing Prospectus, such
      information being specified on Exhibit A attached hereto.

    11. Indemnification.
      (a) The
      Depositor, the Seller and Redwood Trust jointly and severally agree to indemnify
      and hold harmless each Underwriter and each person who controls an Underwriter
      within the meaning of either the Securities Act or the Exchange Act against
      any
      and all losses, claims, damages or liabilities, joint or several, to which
      they
      may become subject under the Securities Act, the Exchange Act, or other federal
      or state statutory law or regulation, at common law or otherwise, insofar as
      such losses, claims, damages or liabilities (or actions in respect thereof)
      arise out of or are based upon (i) any untrue statement or alleged untrue
      statement of a material fact contained in the Registration Statement or in
      any
      revision or amendment thereof or supplement thereto, (ii) the omission or
      alleged omission to state therein a material fact required to be stated in
      the
      Registration Statement or necessary to make the statements therein, in the
      light
      of the circumstances under which they were made, not misleading, (iii) any
      untrue statement or alleged untrue statement of a material fact contained in
      the
      Preliminary Prospectus (expressly including any information relating to a
      servicer or an originator), taken together with the Designated Static Pool
      Information, (iv) the omission or alleged omission to state therein a material
      fact required to be stated in the Preliminary Prospectus (expressly including
      any information relating to a servicer or an originator), taken together with
      the Designated Static Pool Information, or necessary to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading, (v) any untrue statement or alleged untrue statement of a material
      fact contained in the Final Prospectus (expressly including any information
      relating to a servicer or an originator), taken together with the Designated
      Static Pool Information, or in any revision or amendment thereof or supplement
      thereto, (vi) the omission or alleged omission to state in the Final Prospectus
      (expressly including any information relating to a servicer or an originator)
      or
      the Designated Static Pool Information, or in any revision or amendment thereof
      or supplement thereto, a material fact required to be stated therein or
      necessary to make the statements therein, in the light of the circumstances
      under which they were made, not misleading, (vii) any untrue statement or
      alleged untrue statement of a material fact contained in a Free Writing
      Prospectus, or (viii) the omission or alleged omission to state therein a
      material fact required to be stated in a Free Writing Prospectus or necessary
      to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading, and further agree to promptly reimburse each such
      indemnified party for any legal or other expenses reasonably incurred by it
      or
      him, as incurred, in connection with investigating or defending or preparing
      to
      defend against any such loss, claim, damage, liability or action; provided,
      however,
      that
      none of the Depositor, the Seller or Redwood Trust shall be liable to a
      particular Underwriter or any person who controls such Underwriter to the extent
      that any misstatement or alleged misstatement or omission or alleged omission
      (i) was made in the Preliminary Prospectus, the Final Prospectus, any Free
      Writing Prospectus, the Registration Statement or the Designated Static Pool
      Information, as applicable, pursuant to Underwriter Information, Derived
      Information or Custom Loan Information disseminated by such Underwriter (unless
      such misstatement or alleged misstatement or omission or alleged omission
      resulted from an error or material omission in the Seller Mortgage Loan
      Information) or (ii) was corrected (with such correction timely delivered to
      the
      Underwriter) at least one business day prior to the written confirmation of
      such
      sale and such correction did not materially and adversely affect the marketing
      or pricing of the Publicly-Offered Certificates and such Underwriter did not
      deliver, at or prior to the written confirmation of such sale, a copy of the
      Final Prospectus as then revised, amended or supplemented in any case where
      such
      delivery is required by the Securities Act or the Exchange Act, if the Depositor
      has previously furnished copies thereof to the Underwriters in accordance with
      the terms of this Agreement. This agreement as to indemnity will be in addition
      to any liability that the Depositor, the Seller or Redwood Trust may otherwise
      have.


    
      
        
        

      

      
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    Each
      Underwriter severally agrees to indemnify and hold harmless the Depositor,
      Redwood Trust and the Seller, the officers of the Depositor who signed the
      Registration Statement or any amendment thereof, the directors of the Depositor,
      and each person who controls the Depositor, Redwood Trust or the Seller within
      the meaning of either the Securities Act or the Exchange Act, to the same extent
      as the foregoing indemnities from the Depositor, the Seller and Redwood Trust
      to
      each Underwriter; provided,
      however,
      that an
      Underwriter will be liable in any such case only to the extent that such untrue
      statement or alleged untrue statement or omission or alleged omission was made
      in reliance upon and in conformity with Underwriter Information, Derived
      Information or Custom Loan Information, as applicable, furnished by that
      particular Underwriter to the Depositor or to a prospective investor, except
      to
      the extent that any untrue statement or alleged untrue statement therein or
      omission therefrom (or is alleged to have resulted) directly from an error
      in
      the Seller Mortgage Loan Information that was used in the preparation of either
      (x) any Underwriter Information, Derived Information or Custom Loan Information
      (or amendment or supplement thereof) or (y) any written or electronic materials
      furnished to prospective investors on which the Underwriter Information (or
      amendments or supplements) were based. This agreement as to indemnity will
      be in
      addition to any liability that any Underwriter may otherwise
      have.


    
      
        
        

      

      
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    Promptly
      after receipt of notice of the commencement of any action by an indemnified
      party under this Section 11, such indemnified party shall, if a claim in respect
      thereof is to be made against the indemnifying party under this Section 11,
      notify the indemnifying party in writing of the commencement thereof;
provided,
      however,
      that
      the omission so to notify the indemnifying party will not relieve the
      indemnifying party from any liability which it may have to any indemnified
      party, unless the indemnifying party is materially prejudiced by such failure
      to
      notify and in
      any event shall not relieve the indemnifying party from any liability which
      it
      may have to any indemnified party other than under this Section 11.
      In case
      any such action is brought against any indemnified party and it notifies the
      indemnifying party of the commencement thereof, the indemnifying party shall
      be
      entitled to participate therein, and to the extent that it may elect by written
      notice delivered to the indemnified party promptly after receiving the aforesaid
      notice from such indemnified party, to assume the defense thereof, with counsel
      satisfactory to such indemnified party; provided,
      however,
      that if
      the defendants in any such action include both the indemnified party and the
      indemnifying party and the indemnified party (including impleaded parties)
      and
      the indemnified party or parties shall have reasonably concluded that there
      may
      be legal defenses available to it or them and/or other indemnified parties
      that
      are different from or additional to those available to the indemnifying party,
      the indemnified party or parties shall have the right to elect separate counsel
      to assert such legal defenses and to otherwise participate in the defense of
      such action on behalf of such indemnified party or parties. Upon receipt of
      notice from the indemnifying party to such indemnified party of its election
      so
      to assume the defense of such action and approval by the indemnified party
      of
      counsel, the indemnifying party will not be liable for any legal or other
      expenses subsequently incurred by such indemnified party in connection with
      the
      defense thereof, unless (i) the indemnified party shall have employed separate
      counsel in connection with the assertion of legal defenses in accordance with
      the proviso to the next preceding sentence (it being understood, however, that
      the indemnifying party shall not be liable for the expenses of more than one
      separate counsel (in addition to local counsel) for each of, and approved by,
      the Underwriters in the case of paragraph (a) of this Section 11, representing
      the related indemnified parties under such paragraph (a) who are parties to
      such
      action), (ii) the indemnifying party shall not have employed counsel
      satisfactory to the indemnified party to represent the indemnified party within
      a reasonable time after notice of commencement of the action or (iii) the
      indemnifying party has authorized the employment of counsel for the indemnified
      party at the expense of the indemnifying party; and except that, if clause
      (i)
      or (iii) is applicable, such liability shall only be in respect of the counsel
      referred to in such clause (i) or (iii). No indemnifying party shall, without
      the consent of the indemnified party, effect any settlement of any pending
      or
      threatened proceeding in respect of which any indemnified party is or could
      have
      been a party and indemnity could have been sought hereunder by such indemnified
      party, unless such settlement includes an unconditional release of such
      indemnified party from all liability on claims that are the subject matter
      of
      such proceeding.


    
      
        
        

      

      
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    12. Contribution.
      If the
      indemnification provided for in Section 11 is unavailable or insufficient to
      hold harmless an indemnified party under Section 11, then each indemnifying
      party shall contribute to the amount paid or payable by such indemnified party
      as a result of the losses, claims, damages or liabilities referred to in Section
      11 above in such proportion as is appropriate to reflect the relative benefits
      received by the Depositor, the Seller and Redwood Trust on the one hand and
      the
      Underwriter on the other from the offering of the Publicly-Offered
      Certificates or
      (ii)
      if the allocation provided by clause (i) above is not permitted by applicable
      law, in such proportion as is appropriate to reflect not only the relative
      benefits referred to in clause (i) above but also the relative fault of the
      Depositor, the Seller and Redwood Trust on the one hand and the Underwriter
      on
      the other in connection with the statements or omissions or alleged statements
      or alleged omissions which resulted in such losses, claims, damages or
      liabilities as well as any other relevant equitable considerations. The relative
      benefits received by the Depositor, the Seller and Redwood Trust on the one
      hand
      and the Underwriters on the other shall be in such proportion so that the
      Underwriters are responsible for an amount equal to the Spread, and the
      Depositor, the Seller and Redwood Trust are responsible for the balance. The
      relative fault shall be determined by reference to, among other things, whether
      the untrue or alleged untrue statement of a material fact or the omissions
      or
      alleged omission to state a material fact relates to information supplied by
      the
      Depositor, the Seller or Redwood Trust or by the Underwriters and the parties’
relative intent, knowledge, access to information and opportunity to correct
      or
      prevent such untrue statement or omission. The amount paid by an indemnified
      party as a result of the losses, claims, damages or liabilities referred to
      in
      the first sentence of this Section 12 shall be deemed to include any legal
      or
      other expenses reasonably incurred by such indemnified party in connection
      with
      investigating or defending any action or claim which is the subject of this
      Section 12. An Underwriter shall not be required to contribute any amount in
      excess of (x) the Spread of such Underwriter, over (y) the amount of any damages
      which the applicable Underwriter has otherwise been required to pay by reason
      of
      such untrue or alleged untrue statement or omission or alleged omission. The
      obligation of any Underwriter to contribute under this Section 12 is several
      in
      proportion to the portion of the Spread applicable to it. No person guilty
      of
      fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution from any person who was not
      guilty of such fraudulent misrepresentation.


    
      
        
        

      

      
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    13. Successors.
      This
      Agreement will inure to the benefit of and be binding upon the parties hereto
      and their respective successors and assigns, and no other person will have
      any
      right or obligation hereunder. 

    14. Applicable
      Law.
      This
      Agreement will be governed by, and construed in accordance with, the laws of
      the
      State of New York applicable to agreements made and to be performed therein,
      without reference to its conflict of law provisions (other than Section 5-1401
      of the General Obligations Law), and the obligations, rights and remedies of
      the
      parties hereunder shall be determined in accordance with such laws.

    15. No
      Advisory or Fiduciary Responsibility.
      The
      Depositor acknowledges and agrees that: (i) the purchase and sale of the
      Publicly-Offered Certificates pursuant to this Agreement, including the
      determination of the public offering price of the Publicly-Offered Certificates
      and any related discounts and commissions, is an arm’s-length commercial
      transaction between the Depositor, on the one hand, and the several
      Underwriters, on the other hand, and the Depositor is capable of evaluating
      and
      understanding and understands and accepts the terms, risks and conditions of
      the
      transactions contemplated by this Agreement; (ii) in connection with each
      transaction contemplated hereby and the process leading to such transaction
      each
      Underwriter is and has been acting solely as a principal and is not the
      financial advisor, agent or fiduciary of the Depositor or its affiliates,
      stockholders, creditors or employees or any other party; (iii) no Underwriter
      has assumed or will assume an advisory, agency or fiduciary responsibility
      in
      favor of the Depositor with respect to any of the transactions contemplated
      hereby or the process leading thereto (irrespective of whether such Underwriter
      has advised or is currently advising the Depositor on other matters) or any
      other obligation to the Depositor except the obligations expressly set forth
      in
      this Agreement; (iv) the several Underwriters and their respective affiliates
      may be engaged in a broad range of transactions that involve interests that
      differ from those of the Depositor and that the several Underwriters have no
      obligation to disclose any of such interests by virtue of any advisory, agency
      or fiduciary relationship; and (v) the Underwriters have not provided any legal,
      accounting, regulatory or tax advice with respect to the offering contemplated
      hereby and the Depositor has consulted its own legal, accounting, regulatory
      and
      tax advisors to the extent it deemed appropriate.

     


    
      
        
        

      

      
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    This
      Agreement supersedes all prior agreements and understandings (whether written
      or
      oral) between the Depositor and the several Underwriters, or any of them, with
      respect to the subject matter hereof. The Depositor hereby waives and releases,
      to the fullest extent permitted by law, any claims that the Depositor may have
      against the several Underwriters with respect to any breach or alleged breach
      of
      agency or fiduciary duty.

    16. The
      Depositor acknowledges and agrees that the Underwriters are acting solely in
      the
      capacity of an arm's length contractual counterparty to the Depositor with
      respect to the offering of Publicly-Offered Certificates contemplated
      hereby (including in connection with determining the terms of the offering)
      and
      not as a financial advisor or a fiduciary to, or an agent of, the Depositor
      or
      any other person. In addition, neither the Representative nor any other
      Underwriter is advising the Depositor or any other person as to any legal,
      tax,
      investment, accounting or regulatory matters in any jurisdiction. The Depositor
      shall consult with its own advisors concerning such matters, and the
      Underwriters shall have no responsibility or liability to the Depositor with
      respect thereto. Any review by the Underwriters of the Depositor, the
      transactions contemplated hereby or other matters relating to such transactions
      will be performed solely for the benefit of the Underwriters and shall not
      be on
      behalf of the Depositor


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    


    17. Miscellaneous.
      Time
      shall be of the essence of this Agreement. This Agreement, together with any
      contemporaneous written agreements and any prior written agreements (to the
      extent not superseded by this Agreement) that relate to the offering of the
      Publicly-Offered Certificates, represents the entire agreement between
      Depositor, the Seller and Redwood Trust, on the one hand, and the Underwriters,
      on the other, with respect to the preparation of the Preliminary Prospectus,
      the
      Final Prospectus and any Free Writing Prospectus, the conduct of the offering
      and the purchase and sale of the Publicly-Offered Certificates. Neither this
      Agreement nor any term hereof may be changed, waived, discharged or terminated
      except by a writing signed by the party against whom enforcement of such change,
      waiver, discharge or termination is sought. This Agreement may be signed in
      any
      number of counterparts, each of which shall be deemed an original, which taken
      together shall constitute one and the same instrument.

    18. Notices.
      All
      communications hereunder shall be in writing and effective only on receipt
      and,
      if sent to an Underwriter, shall be delivered to the address specified on the
      signature page hereof; provided, that in the case of Morgan Stanley & Co.
      Incorporated, a copy of any such communication shall also be delivered to 1585
      Broadway, New York, New York 10036, attention of Jim Lee, Esq. If such notice
      is
      sent to the Depositor, the Seller or Redwood Trust, it shall be delivered to
      One
      Belvedere Place, Suite 330, Mill Valley, California 94941, attention of John
      Isbrandtsen, Vice President.


    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    


    *
      *
      *

     


    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    


    If
      the
      foregoing is in accordance with your understanding of our agreement please sign
      and return to the undersigned a counterpart hereof, whereupon this Agreement
      and
      your acceptance shall represent a binding agreement by and among the Depositor,
      the Seller, Redwood Trust and each Underwriter relating to the Publicly-Offered
      Certificates.

    Very
      truly yours,

     

    REDWOOD
      TRUST, INC. 

    


    


    By:                      

    Name:
      John Isbrandtsen

    Title:
      Vice President

    


    RWT
      HOLDINGS, INC.,

    as
      Seller

    


    


    By:                       

    Name:
      John Isbrandtsen

    Title:
      Vice President

    


    SEQUOIA
      RESIDENTIAL FUNDING, INC.,

    as
      Depositor

    


    


    By:                     

    Name:
      John Isbrandtsen

    Title:
      Vice President

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      foregoing Agreement

    is
      hereby
      confirmed and accepted by:

     

    MORGAN
      STANLEY & CO. INCORPORATED

     

    By:                         

    Name: 

    Title: 

    Address:
      Morgan Stanley & Co. Incorporated

     1585
      Broadway

     New
      York, NY 10036

     

    


    WACHOVIA
      CAPITAL MARKETS, LLC

     

    By:                         

    Name: 

    Title: 

    Address:
      One Wachovia Center

     301
      South College Street

     Charlotte,
      North Carolina 28288

     

    


    GREENWICH
      CAPITAL MARKETS, INC.

    


    By:                         

    Name: 

    Title: 

    Address:
      Greenwich Capital Markets, Inc.

     600
      Steamboat Road

     Greenwich,
      Connecticut 06830

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      1 - Schedule of Publicly-Offered Certificates

     

    


    

      
        	
                 

                 

                 

                 

                 

                Class

              	 	
                 

                Original

                Class

                Principal
                  or Notional

                Amount(1)

              	 	
                 

                 

                 

                 

                Class
                  Interest Rate(2)

              	 	
                 

                 

                 

                Purchase

                Price

                Percentage(3)

              	 	
                Original
                  Amount to be purchased by Morgan Stanley & Co.
                  Incorporated

              	 	
                Original
                  Amount to be purchased by Wachovia Capital Markets,
                  LLC

              	 	
                Original
                  Amount to be purchased by Greenwich
                  Capital Markets, Inc.

              	 
	
                1-A1

              	 	
                $

              	
                417,157,000

              	 	 	
                Adjustable

              	 	 	
                100.00

              	
                %

              	
                $

              	
                166,862,800

              	 	
                $

              	
                125,147,100

              	 	
                $

              	
                125,147,100

              	 
	
                1-A2

              	 	
                $

              	
                15,875,000

              	 	 	
                Adjustable

              	 	 	
                100.00

              	
                %

              	
                $

              	
                6,350,000

              	 	
                $

              	
                4,762,500

              	 	
                $

              	
                4,762,500

              	 
	
                1-AR

              	 	
                $

              	
                100

              	 	 	
                Variable

              	 	 	
                100.00

              	
                %

              	
                $

              	
                100

              	 	 	
                -

              	 	 	
                -

              	 
	
                1-XA

              	 	
                $

              	
                432,032,000

              	 	 	
                Variable

              	 	 	
                1.27678

              	
                %

              	
                $

              	
                173,212,800

              	 	
                $

              	
                129,909,600

              	 	
                $

              	
                129,909,600

              	 
	
                1-XB

              	 	
                $

              	
                4,850,000

              	 	 	
                Variable

              	 	 	
                1.38364

              	
                %

              	
                $

              	
                1,940,000

              	 	
                $

              	
                1,455,000

              	 	
                $

              	
                1,455,000

              	 
	
                1-B1

              	 	
                $

              	
                3,086,000

              	 	 	
                Adjustable

              	 	 	
                100.00

              	
                %

              	
                $

              	
                1,234,400

              	 	
                $

              	
                925,800

              	 	
                $

              	
                925,800

              	 
	
                1-B2

              	 	
                $

              	
                1,764,000

              	 	 	
                Adjustable

              	 	 	
                100.00

              	
                %

              	
                $

              	
                705,600

              	 	
                $

              	
                529,200

              	 	
                $

              	
                529,200

              	 
	
                1-B3

              	 	
                $

              	
                662,000

              	 	 	
                Variable

              	 	 	
                95.19824000

              	
                %

              	
                $

              	
                264,800

              	 	
                $

              	
                198,600

              	 	
                $

              	
                198,600

              	 
	
                2A-A1

              	 	
                $

              	
                130,048,000

              	 	 	
                Variable

              	 	 	
                99.33203125

              	
                %

              	
                $

              	
                52,019,200

              	 	
                $

              	
                39,014,400

              	 	
                $

              	
                39,014,400

              	 
	
                2A-A2

              	 	
                $

              	
                5,655,000

              	 	 	
                Variable

              	 	 	
                99.01953125

              	
                %

              	
                $

              	
                2,262,000

              	 	
                $

              	
                1,696,500

              	 	
                $

              	
                1,696,500

              	 
	
                2-AR

              	 	
                $

              	
                100

              	 	 	
                Variable

              	 	 	
                100.00

              	
                %

              	
                $

              	
                31,074,400

              	 	
                $

              	
                23,305,800

              	 	
                $

              	
                23,305,800

              	 
	
                2B-A1

              	 	
                $

              	
                77,686,000

              	 	 	
                Variable

              	 	 	
                99.6640625

              	
                %

              	
                $

              	
                1,351,200

              	 	
                $

              	
                1,013,400

              	 	
                $

              	
                1,013,400

              	 
	
                2B-A2

              	 	
                $

              	
                3,378,000

              	 	 	
                Variable

              	 	 	
                99.1484375

              	
                %

              	
                $

              	
                29,500,800

              	 	
                $

              	
                22,125,600

              	 	
                $

              	
                22,125,600

              	 
	
                2C-A1

              	 	
                $

              	
                73,752,000

              	 	 	
                Variable

              	 	 	
                99.359375

              	
                %

              	
                $

              	
                1,282,800

              	 	
                $

              	
                962,100

              	 	
                $

              	
                962,100

              	 
	
                2C-A2

              	 	
                $

              	
                3,207,000

              	 	 	
                Variable

              	 	 	
                98.984375

              	
                %

              	
                $

              	
                100

              	 	 	
                ំ

              	 	 	
                ំ

              	 
	
                2-B1

              	 	
                $

              	
                5,202,000

              	 	 	
                Variable

              	 	 	
                97.65234375

              	
                %

              	
                $

              	
                2,080,800

              	 	
                $

              	
                1,560,600

              	 	
                $

              	
                1,560,600

              	 
	
                2-B2

              	 	
                $

              	
                2,448,000

              	 	 	
                Variable

              	 	 	
                96.86328125

              	
                %

              	
                $

              	
                979,200

              	 	
                $

              	
                734,400

              	 	
                $

              	
                734,400

              	 
	
                2-B3

              	 	
                $

              	
                1,529,000

              	 	 	
                Variable

              	 	 	
                92.91641

              	
                %

              	
                $

              	
                611,600

              	 	
                $

              	
                458,700

              	 	
                $

              	
                458,700

              	 


      

    

    __________

    (1) These
      balances are approximate, as described in the Final Prospectus.

    (2) These
      Publicly-Offered Certificates
      will
      accrue interest based on adjustable rates based on the value of the one-month
      LIBOR index, or at variable interest rates, as described in the Final
      Prospectus.

    (3) The
      total underwriting fees/discounts payable to Morgan
      Stanley & Co. Incorporated shall
      be $469,148.19; the
      total
      underwriting fees/discounts payable to Wachovia Capital Markets, LLC shall
      be
$302,109.38;
      and the
      total underwriting fees/discounts payable to Greenwich Capital Markets, Inc.
      shall be $302,109.38.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

    


    The
      following constitutes Underwriter Information for purposes of Section 10 of
      this
      Agreement:

    


    


    The
      information set forth in the Preliminary Prospectus Supplement and the
      Prospectus Supplement (i) in the first and second sentences of the paragraph
      immediately preceding the penultimate paragraph on the cover page thereof and
      (ii) in the first and second paragraphs (including the table contained therein)
      under the caption “Method of Distribution” therein.