Unassociated Document


    EXECUTION

     

     

    SEQUOIA
MORTGAGE TRUST 2010-H1

    Mortgage
Pass-Through Certificates, Series 2010-H1


     

    UNDERWRITING
AGREEMENT

     

     

    April 23,
2010

     

    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 sell to you (each, an
“Underwriter”) the Underwritten Certificates (as defined below), and to cause
Sequoia Mortgage Trust 2010-H1 (the “Issuing Entity”), a common law trust
governed by New York law, to issue its Mortgage Pass-Through Certificates, Class
A-1 Certificates (without regard to the Retained Certificates (as defined
below), the “Underwritten 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 a pool of hybrid mortgage
loans secured by first liens on one- to four-family residential properties,
including condominiums, townhomes, planned unit developments and cooperatives,
which generally provide for interest at a fixed rate during an initial period of
five years from their origination and at an adjustable rate thereafter
(collectively, the “Mortgage Loans”).  Simultaneously with the
issuance and sale of the Underwritten Certificates, the Class A-IO, Class R,
Class B-1, Class B-2, Class B-3 and Class B-4 Certificates (together with the
Underwritten 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 agreement (the “Pooling Agreement”) dated as of April 1, 2010, between
the Depositor and Wells Fargo Bank, N.A., as trustee (in such capacity, the
“Trustee”), and acknowledged as to specified sections by RWT Holdings, Inc., a
Delaware corporation and wholly-owned subsidiary of Redwood Trust, as seller
(the “Seller”).  On or about April 28, 2010 (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 April 1, 2010 (the “Mortgage Loan Purchase Agreement”), between the Seller,
as seller, and the Depositor, as purchaser.  Pursuant to the Pooling
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 April
1, 2010 (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 Underwritten Certificates, in the respective initial
Class Principal Amounts as set forth on Schedule 1 annexed hereto, to the
Underwriters and retain approximately $11,200,000 of the Class Principal Amount
of the Underwritten Certificates (the “Retained Certificates”).  In
addition, pursuant to an assignment, assumption and recognition agreement (the
“Assignment Agreement”), (i) the Seller will assign its rights under the
underlying master mortgage loan purchase and servicing agreement dated as of
March 1, 2010 (the “Servicing Agreement”), relating to the Mortgage Loans,
entered into by the Seller and CitiMortgage, Inc. (the “Servicer”), to the
Depositor and (ii) the Depositor will, in turn, assign its rights under the
Servicing Agreement to the Trustee for the benefit of the
Certificateholders.  The Servicer will service the Mortgage Loans
pursuant to the provisions of the Servicing Agreement and the Assignment
Agreement.

      



      
        
           


        

        
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      The
Pooling Agreement, the Mortgage Loan Purchase Agreement, the Assignment
Agreement, the Servicing Agreement 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
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 Nos. 333-159791 and 333-159791-01)
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 April 22, 2010 (the “Base

      



      
        
           


        

        
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      Prospectus”)
to be supplemented by a prospectus supplement dated the date hereof relating to
the Underwritten 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 Underwritten 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
Underwritten Certificates, the Depositor has also prepared a preliminary
prospectus supplement dated April 22, 2010, 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 Underwritten
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 that occurs after the date of the Final
Prospectus and prior to the Closing Date, 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 Underwritten 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 and at all subsequent
times through the completion of the public offer and sale of the Underwritten
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; provided, however, that no
representation is made as to any Underwriter Information.

      


      (vi)           The
Underwritten Certificates conform in all material respects to the description
thereof contained in the Final Prospectus.  The issuance of the
Underwritten Certificates has been authorized, and on the Closing Date the
Underwritten Certificates will have been duly and validly executed,
authenticated and delivered in accordance with the Pooling 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 Agreement.  Each Underwritten 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.

      



      
        
           


        

        
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      (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.

      


      (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.

      



      
        
           


        

        
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      (ix)           Neither
the issuance, delivery or sale of the Underwritten 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 Agreement and/or Servicing Agreement) or
filings under the Uniform Commercial Code that have not yet been
completed.

      


      (xi)           Except
as described in the Final Prospectus, 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.

      



      
        
           


        

        
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      (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 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 Servicing Agreement and
(iii) will have the power and authority to sell such Mortgage Loans to the
Trustee, and upon execution and delivery of the Pooling Agreement by the Trustee
and delivery of the Certificates to the Depositor, 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 Agreement and/or
Servicing Agreement and Uniform Commercial Code filing fees that have not yet
been completed, which fees will be paid by or on behalf of the
Depositor.

      


      (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 Agreement will cause the Depositor or the Issuing Entity to be, an
“investment company” or under the control 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.

      


      (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.

      



      
        
           


        

        
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      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 Underwritten 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).

      


      3.           Delivery and
Payment.  The Underwritten 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 Underwritten 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 Depositor in immediately
available federal funds.  The Underwritten 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 Underwritten Certificates to
be made available for inspection, checking and packaging in New York, New York
on the business day prior to the Closing Date.

      


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

      



      
        
           


        

        
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      Neither
the Depositor nor any Underwriter will disseminate to any potential investor
information relating to the Underwritten Certificates that constitutes a
“written communication” within the meaning of Rule 405 under the Securities Act,
other than the Preliminary Term Sheet, each Prospectus, the collateral
information dated November 19, 2009 and January 13, 2010 circulated by the
Depositor that will be filed with the Commission on Form 8-K (the “Preliminary
Collateral Information”) 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 obtained the prior consent of 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.

      


      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.

      



      
        
           


        

        
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      Neither
the Depositor nor any Underwriter shall disseminate or file with the Commission
any information relating to Underwritten 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 other than the Preliminary Collateral Information.

      


      Prior to
entering into a Contract of Sale, each Underwriter shall have conveyed to the
related purchaser a copy of the Final Prospectus, or a copy of the Preliminary
Prospectus if the Final Prospectus is not yet available, in the form that such
Underwriter and the Depositor have agreed most recently prior thereto shall be
used for offers and sales of the Underwritten Certificates.  Each
confirmation of sale with respect to the Underwritten 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:

      


      (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

      



      
        
           


        

        
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      each
Underwriter when such Prospectus has been so filed, and, prior to the
termination of the offering of the Underwritten 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 Underwritten 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 Underwritten Certificates or
the Issuing Entity), (iii) of any written notification received by the Depositor
of the suspension of qualification of the Underwritten 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 Underwritten
Certificates or the Issuing Entity) which shall be disapproved by the
Underwriters after reasonable notice and review of such filing.

      


      (ii)           If,
at any time when a prospectus relating to the Underwritten 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

      



      
        
           


        

        
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      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
Underwritten 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.

      


      (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

      



      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      Redwood
Trust under this Agreement, including without limitation (i) expenses of
preparing, printing, filing 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
Underwritten Certificates to the Underwriters, (iii) the fees charged by
securities rating agencies for rating the Underwritten Certificates, (iv) all
transfer taxes, if any, with respect to the sale and delivery of the
Underwritten Certificates to the Underwriters, (v) any expenses for the
qualification of the Underwritten 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 and (vii) 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 Underwritten
Certificates by them, (ii) any advertising expenses connected with any offers
that such Underwriters may make and (iii) 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.

      



      
        
           


        

        
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      (v)           So
long as any Underwritten 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 Trustee, the Servicer and any subservicers pursuant
to the Pooling Agreement or the Servicing Agreement, as applicable, (ii) each
report regarding the Underwritten Certificates filed with the Commission under
the Exchange Act or mailed to the holders of the Underwritten Certificates and
(iii) from time to time, such other information concerning the Underwritten
Certificates which may be furnished by the Depositor or the Trustee without
undue expense and without violation of applicable law.

      


      (vi)           On
or prior to the filing of the Final Prospectus pursuant to Rule 424(b), the
Company will file with the Commission a current report on Form 8-K attaching the
Transaction Documents and certain other material agreements and opinions of
counsel that are required to be filed, provided that such Transaction Documents
need not be executed and may be subject to nonmaterial changes.

      


      (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 Underwritten 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 Underwritten Certificates
used prior to the availability of a Prospectus, other than the Preliminary
Collateral Information, 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 Underwritten 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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      (a)           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.

      


      (b)           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;

      



      
        
           


        

        
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      (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

      


      (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.

      


      (c)           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:

      


      (i)           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;

      



      
        
           


        

        
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      (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; and

      


      (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.

      


      (d)           Each
of the Depositor and the Seller shall have furnished to you an opinion, dated
the Closing Date, of Tobin & Tobin or Orrick, Herrington & Sutcliffe
LLP, 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:

      


      (i)           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;

      



      
        
           


        

        
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      (ii)           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 Underwritten
Certificates, any recordations of the Mortgage Loans to the Trustee (to the
extent such recordations are required pursuant to the Pooling Agreement and/or
the Servicing Agreement) and filings under the Uniform Commercial Code that have
not yet been completed and such other approvals as have been
obtained;

      


      (iii)           The
issuance, delivery and sale of the Underwritten 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;

      


      (iv)           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 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, except as
described in the Final Prospectus or (D) seeking to affect adversely the REMIC
status (for Federal income tax purposes) of the Underwritten Certificates as
described in the Final Prospectus under the heading “Material Federal Income Tax
Consequences”;

      



      
        
           


        

        
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      (v)           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;

      


      (vi)           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;

      



      
        
           


        

        
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      (vii)           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;

      


      (viii)        The
direction by the Depositor to the Trustee to execute, authenticate and deliver
the Underwritten Certificates has been duly authorized by the Depositor, and the
Underwritten Certificates, when authenticated by the Trustee in the manner
anticipated by the Pooling 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 Agreement;

      


      (ix)           The
Underwritten Certificates and the Transaction Documents conform in all material
respects to the descriptions thereof contained in the Final
Prospectus;

      


      (x)           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;

      


      (xi)           The
Underwritten 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 Underwritten 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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      (xii)           The
Pooling 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 satisfactory to the Underwriters 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 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.

      


      (e)           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:

      


      (i)           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 “Material 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; and

      



      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      (ii)           Each
segregated asset pool for which the Pooling Agreement directs the Trustee to
make a REMIC election will qualify as a REMIC within the meaning of Section 860D
of the Code.

      


      (f)           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:

      


      (i)           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;

      


      (ii)           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;

      



      
        
           


        

        
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      (iii)           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 Underwritten Certificates, any recordations of the assignment of the
Mortgage Loans to the Trustee (to the extent such recordations are required
pursuant to the Pooling Agreement and/or the Servicing Agreement) that have not
yet been completed and such other approvals as have been obtained;

      


      (iv)           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

      


      (v)           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.

      



      
        
           


        

        
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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 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.

      


      (g)           The
Trustee shall have furnished to the Underwriters an opinion, dated the Closing
Date, of Hunton & Williams LLP, counsel to the Trustee, in form and
substance satisfactory to the Underwriters and counsel to the Underwriters, to
the effect that:

      


      (i)           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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      (ii)           The
Pooling 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;

      


      (iii)           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 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 Underwritten
Certificates, any recordations of the assignment of the Mortgage Loans to the
Trustee (to the extent such recordations are required pursuant to the Pooling
Agreement and/or the Servicing Agreement) that have not yet been completed and
such other approvals as have been obtained; and

      


      (iv)           The
consummation of any of the transactions contemplated by the Pooling 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.

      


      (h)           The
Servicer shall have furnished to the Underwriters an opinion, dated the Closing
Date, of in-house counsel to the Servicer, in form and substance satisfactory to
the Underwriters and counsel to the Underwriters, to the effect
that:

      


      (i)           The
Servicer has been duly organized and is validly existing as a corporation under
the laws of the state of New York, 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;

      



      
        
           


        

        
          32

          
            

          

        

        
           


        

      


      (ii)           The
Servicing Agreement has been duly authorized, executed and delivered by the
Servicer 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;

      


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

      


      (iv)           The
consummation of any of the transactions contemplated by the terms of the
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 Servicer 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

      


      (v)           There
are no legal or governmental actions, investigations or proceedings pending to
which the Servicer is a party, or, to the best knowledge of such counsel,
threatened against the such party, (A) asserting the invalidity of the 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
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 Servicer.  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.

      



      
        
           


        

        
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      (i)           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 Underwritten
Certificates, including, but not limited to, any “true sale” 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.

      


      (j)           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
Underwritten Certificates, the Registration Statement and each Prospectus, and
such other related matters as you may reasonably require, including a negative
assurance letter satisfactory to the Underwriters with respect to the
Preliminary Prospectus or the Final Prospectus.

      


      (k)           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 any Free Writing
Prospectus, 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.

      



      
        
           


        

        
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      (l)           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 Underwritten
Certificates so as to make it impractical or inadvisable to proceed with the
public offering or the delivery of the Underwritten Certificates as contemplated
by the Final Prospectus.

      


      (m)           The
Underwritten 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 Underwritten Certificates has been placed under
review (otherwise than for possible upgrading).

      


      (n)           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.

      


      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 Underwritten Certificates on the terms
and in the manner contemplated in the Final Prospectus.

      



      
        
           


        

        
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      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 Underwritten Certificates.  The
provisions of Sections 5(iv), 9, 11 and 12 hereof shall survive the termination
or cancellation of this Agreement.

      


      9.           Reimbursement of Underwriter
Expenses.  If for any reason, other than default by any
Underwriter in its obligation to purchase the Underwritten Certificates or
termination by any Underwriter pursuant to Section 7 hereof, the Underwritten
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
Underwritten Certificates, but the Depositor, the Seller and Redwood Trust shall
then be under no further liability to any Underwriter with respect to the
Underwritten Certificates, except as provided in Sections 5(iv), 8, 11 or 12
hereof.

      



      
        
           


        

        
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      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 Underwritten Certificates from any
Underwriter and such Underwriter becomes committed to sell such Underwritten
Certificates to such third party; provided that “Contract of Sale” excludes any
action by such third party and such Underwriter prior to such
commitments.

      


      Derived
Information:  Such information regarding the Underwritten
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 Underwritten Certificates, any of the
following:  yield, average life, duration, expected maturity, interest
rate sensitivity, loss sensitivity), 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.

      



      
        
           


        

        
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      Free Writing
Prospectus:  The Preliminary Term Sheet and any Custom Loan
Information, Derived Information or other information relating to the
Underwritten Certificates disseminated by the Depositor (with the prior consent
of 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:  The preliminary term sheet dated April 21,
2010.

      


      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 Underwritten Certificates over (ii) the purchase
price paid by such Underwriter to the Depositor for the Underwritten
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

      



      
        
           


        

        
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      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

      



      
        
           


        

        
          39

          
            

          

        

        
           


        

      


      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), (ii) was corrected (with such correction timely delivered to the
Underwriter) at least one business day prior to the written confirmation of the
applicable Contract of Sale 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, if the Depositor has previously furnished
copies thereof to the Underwriters in accordance with the terms of this
Agreement or (iii) was made in any Free Writing Prospectus or the Registration
Statement and was corrected in the Preliminary Prospectus but the applicable
Underwriter did not deliver, prior to entering into the applicable Contract of
Sale, a copy of the Preliminary Prospectus to the applicable purchaser, 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.

      



      
        
           


        

        
          40

          
            

          

        

        
           


        

      


      (b)           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
resulted (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.

      


      (c)           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

      



      
        
           


        

        
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      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

      



      
        
           


        

        
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      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).  The indemnifying party shall not be liable for
any settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment.  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.

      


      12.           Contribution.  If
the indemnification provided for in Section 11 is unavailable or insufficient to
hold harmless an indemnified party under Section 11, then (i) 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 Underwritten Certificates or (ii) if the
allocation provided by clause (i) above is not permitted by
applicable

      



      
        
           


        

        
          43

          
            

          

        

        
           


        

      


      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 Depositor, the Seller, Redwood
Trust and the Underwriters agree that it would not be just and equitable if
contribution were determined by pro rata allocation or by any
other method of allocation that does not take account of the equitable
considerations referred to above.  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 Underwritten Certificates pursuant to this
Agreement, including the determination of the public offering price of the
Underwritten 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.

      


      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
Underwritten 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

      



      
        
           


        

        
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      16.           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
Underwritten 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 Underwritten 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.

      


      17.           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.  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, Managing
Director.

      


      * *
*

       


      
        
           


        

        
          47

          
            

          

        

        
           


        

      


      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 Underwritten
Certificates.

      


      Very
truly yours,

       

      REDWOOD
TRUST, INC.

       

      By: /s/ John Isbrandtsen                    


            Name:  John
Isbrandtsen

            Title:    Managing
Director

       

      RWT
HOLDINGS, INC.,

      as
Seller

       

      By: /s/ John Isbrandtsen                    

            Name:  John
Isbrandtsen

            Title:    Managing
Director



      SEQUOIA
RESIDENTIAL FUNDING, INC.,

      as
Depositor


      


      By: /s/ John Isbrandtsen                    

            Name:  John
Isbrandtsen

            Title:    Managing
Director

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      The
foregoing Agreement

      is hereby
confirmed and accepted by:

       

      
        
          
            
              
                
                  	
                          CITIGROUP
      GLOBAL MARKETS INC.

                        	 
      
	 	 
	
                          By:/s/ Peter
      Steinmetz        

                        	 
      
	
                               Name:
      Peter Steinmetz

                        	 
      
	
                               Title:
      Director

                        	 
      
	
                               Address:

                        	
                          Citigroup
      Global Markets Inc.

                        	 
      
	 
      	
                          388
      Greenwich Street, 19th Floor

                        	 
      
	 
      	
                          New
      York, New York 10013

                        	 
      
	 	 	 
	 	 	 
	 	 	 
	
                          J.P.
      MORGAN SECURITIES INC.

                        	 
      
	 	 
	
                          By:
      /s/ Paul H.
      White        

                        	 
      
	
                               Name:
      Paul H. White

                        	 
      
	
                               Title:
      Executive Director

                        	 
      
	
                               Address:

                        	
                          J.P.
      Morgan Securities Inc.

                        	 
      
	 
      	
                          383
      Madison Avenue, 31st Floor

                        	 
      
	 
      	
                          New
      York, New York 10179

                        	 
      


                

              

            

          

        

      

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      



      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 third paragraphs under the caption “Method of
Distribution” therein.