EXHIBIT 10.2


 


EXECUTION VERSION










  


SEQUOIA
MORTGAGE TRUST 2012-2

Mortgage Pass-Through Certificates, Series 2012-2


  


 


UNDERWRITING
AGREEMENT


  

March 27, 2012


  


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 (the “Underwriter”) the Underwritten Certificates
(as defined below), and to cause Sequoia Mortgage Trust 2012-2 (the “Issuing Entity”), a common law trust governed
by New York law, to issue its Mortgage Pass-Through Certificates, Class A-1, Class A-2, Class A-3 and Class B-1 Certificates (in
the principal amounts specified in the last column of Schedule 1 hereto, 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 mortgage loans secured by first liens on one- to four-family residential properties,
including condominiums, planned unit developments and cooperatives (collectively, the “Mortgage Loans”). Simultaneously
with the issuance and sale of the Underwritten Certificates, the Class A-IO, Class R, Class B-2, Class B-3, Class B-4 and Class
B-5 Certificates and the remaining portion of the Class B-1 Certificates that are not Underwritten 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 and servicing agreement (the “Pooling and Servicing Agreement”)
dated as of March 1, 2012, between the Depositor, Wells Fargo Bank, N.A., in the capacities of master servicer (in such capacity,
the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”),
U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), and acknowledged as to specified sections
by Redwood Residential Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Redwood Trust, as seller
(the “Seller”). On or about March 29, 2012 (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
March 29, 2012 (the “Mortgage Loan Purchase Agreement”), between the Seller, as seller, and the Depositor, as purchaser.
Pursuant to the Pooling and Servicing Agreement, the Mortgage Loans will, in turn, be assigned by the Depositor to the Trustee
for the benefit of the Certificateholders, together with all principal and interest collections received with respect to the Mortgage
Loans after March 1, 2012 (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 Underwriter. In addition, pursuant to various assignment,
assumption and recognition agreements and assignment of representations and warranties agreements (the “Assignment Agreements”),
(i) the Seller will assign its rights under various underlying mortgage loan purchase and servicing agreements relating to the
Mortgage Loans, entered into by the Seller (collectively, the “Underlying Purchase and Servicing Agreements”), to the
Depositor and (ii) the Depositor will, in turn, assign its rights under the Underlying Purchase and Servicing Agreements to
the Trustee for the benefit of the Certificateholders. The Master Servicer will monitor the servicing of the Mortgage Loans by
the servicers pursuant to the provisions of the Pooling and Servicing Agreement.


 






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


 


1.Representations and Warranties.
The Seller, the Depositor and Redwood Trust jointly and severally represent and warrant to, and agree with, the 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 March 26,
2012 (the “Base Prospectus”) to be supplemented by a prospectus supplement dated on or about March 28, 2012 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 March
26, 2012, 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 and as of March 27, 2012, which the Underwriter has advised the Depositor is the
first date on which a Contract of Sale has been entered into, 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 the 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 Underwriter determines 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 Underwriter 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 Underwriter.


 


(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 other than an Underwriter 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.


 






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(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 and Servicing Agreement and delivered to the Underwriter for
the account of the Underwriter against payment therefor as provided herein, and such Certificates will be duly and validly issued
and outstanding and entitled to the benefits afforded by the Pooling and Servicing Agreement. Each 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.


 


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


 






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


 


(ix)Neither the issuance,
delivery or sale of the 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,
in each case 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. Each of the Seller, the Depositor and Redwood
Trust is in compliance with all applicable provisions of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and
regulations thereunder, any applicable anti-money laundering statutes, including the Bank Secrecy Act, as amended by Title III
of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
and regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury.


 






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


 


(xiii)Immediately prior
to the assignment of the Mortgage Loans by the Depositor to the Trustee as contemplated by the Pooling and Servicing Agreement,
the Depositor (A) will have good title to and be the sole owner of each such Mortgage Loan free and clear of any Lien, (B) will
not have assigned to any Person other than the Trustee any of its rights, title or interest in and to such Mortgage Loans or in
the Underlying Purchase and Servicing Agreements to the extent relating to the Mortgage Loans and (C) will have the power
and authority to sell such Mortgage Loans to the Trustee, and upon execution and delivery of the Pooling and Servicing Agreement
by the Trustee 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.


 


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


 






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


 


(xvi)Neither the Depositor
nor the Issuing Entity is, and neither the issuance and sale of the Certificates nor the activities of the Issuing Entity pursuant
to the Pooling and Servicing Agreement will cause the Depositor or the Issuing Entity to be, an “investment company”
or under the 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 Underwriter 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 Underwriter.


 


(xix)Each of the Seller
and the Depositor has complied with Rule 193 of the Securities Act in all material respects in connection with the offering of
the Underwritten Certificates.


 





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
to the Underwriter, and the Underwriter agrees to purchase from the Depositor, each Class of Underwritten Certificates to be purchased
by the Underwriter, in the initial Class Principal Amounts, and at the purchase price, 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).


 






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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 Underwriter and the Depositor. Delivery of the Underwritten
Certificates shall be made to the Underwriter as against its 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 Underwriter proposes 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).


 


Neither the Depositor nor the 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
and, in the case of the Underwriter, Derived Information or Custom Loan Information, unless (i) if the Underwriter seeks to disseminate
such information, the 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 Underwriter.


 






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The 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. The Underwriter shall deliver to the Depositor and its
counsel a copy, in electronic form, of each Free Writing Prospectus disseminated by the 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. The Underwriter will comply with the requirements of Rule 433(g) applicable to any Free Writing
Prospectus, including document retention and record-keeping. The Underwriter represents to the Depositor that prior to March 22,
2012, it had not provided to any investor any Free Writing Prospectus or other information relating to the Underwritten Certificates
other than preliminary term sheets, mortgage loan tapes or CDI files, in each case previously approved by the Depositor and subject
to a confidentiality agreement approved by the Depositor.


 


The Depositor represents that it
has treated and agrees that it will treat each Free Writing Prospectus other than an Underwriter 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 such Free Writing Prospectus, including timely Commission filing where required, legending and record-keeping.


 






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Neither the Depositor nor the 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 the Underwriter disseminate any Free Writing Prospectus in a manner reasonably designed
to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act.


 


Prior to entering into a Contract
of Sale, the Underwriter shall have conveyed to the related purchaser a copy of (i) the Final Prospectus, or a copy of the Preliminary
Prospectus if the Final Prospectus is not yet available, and (ii) the Ratings Free Writing Prospectus (as defined herein), each
in the form that the 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 the 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 the 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 the Underwriter when such Prospectus has
been so filed, and, prior to the termination of the offering of the Underwritten Certificates, will also promptly advise the 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 Underwriter after reasonable notice and review of such filing.


 






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(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 Information), the Ratings
Free Writing Prospectus or the Preliminary Prospectus (if used by the Underwriter 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 the Underwriter and will, upon the request of the Underwriter, or may, after consultation with the 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 the Underwriter as many copies as the Underwriter may from time to time reasonably
request of an amended Final Prospectus, Ratings Free Writing Prospectus or the Preliminary Prospectus (if used by the Underwriter
to enter into a Contract of Sale) or a supplement to the Final Prospectus, the Ratings Free Writing Prospectus or the Preliminary
Prospectus (if used by the Underwriter to enter into a Contract of Sale) which will correct such statement or omission or effect
such compliance.


 






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If any Contract of Sale entered
into by the Underwriter is terminated or reformed (within the meaning of Rule 159 of the Securities Act) as a result of any such
revision, amendment or supplement, the Depositor shall reimburse the Underwriter for any reasonable cost incurred by an investor
and reimbursed by the Underwriter resulting from such termination or reformation.


 


(iii)The Depositor
will furnish to the Underwriter and counsel to the Underwriter, 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 Ratings Free Writing Prospectus, the Final Prospectus and
any revisions or amendments thereof or supplements thereto as may be reasonably requested.


 






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(iv)The Depositor will,
as between itself and the Underwriter, pay all expenses incidental to the performance of the obligations of the Depositor, the
Seller or Redwood Trust under this Agreement, including without limitation (i) expenses of preparing, printing, filing and reproducing
the Registration Statement, the Preliminary Prospectus, the Final Prospectus, any Free Writing Prospectus other than an Underwriter
Free Writing Prospectus, the Transaction Documents and the Certificates, (ii) the cost of delivering the Underwritten Certificates
to the Underwriter, (iii) the fees charged by one securities rating agency for rating the Underwritten Certificates, (iv) all transfer
taxes, if any, with respect to the sale and delivery of the Underwritten Certificates to the Underwriter, (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 the 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 the Preliminary Term Sheet,
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 Underwriter 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 the Underwriter
may make, (iii) the fees of any counsel to the Underwriter, including the fees incurred in connection with the review of the Transaction
Documents and the preparation of the Underwriting Agreement and the legal opinions and (iv) the fees charged by a second securities
rating agency for rating the Underwritten Certificates, if applicable.


 






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(v)So long as any Underwritten
Certificates are outstanding, upon request of the Underwriter, the Depositor will furnish, or will cause to be furnished, to the
Underwriter, as soon as available, a copy of (i) the annual statement of compliance prepared by the Master Servicer, the servicing
administrator, the servicers and any subservicers pursuant to the Pooling and Servicing Agreement or the Underlying Purchase and
Servicing Agreements, 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 Underwriter.


 






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(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 Underwriter, and has filed or will file the Preliminary Prospectus within the period required by Rule 424(b).


 


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


 


(x)Neither the Preliminary
Prospectus nor the Final Prospectus shall identify any nationally recognized statistical rating organization by name or indicate
any rating issued or expected to be issued by any nationally recognized statistical rating organization with respect to the Certificates.


 


Redwood Trust covenants with the
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.


 






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6.Conditions to the Obligations
of Underwriter. The obligation of the 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:


 


(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 Underwriter, 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 Underwriter 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:


 






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


 


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


 


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


 


(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 Underwriter 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:


 






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(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;


 


(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 Weintraub Genshlea Chediak Tobin & Tobin or Orrick,
Herrington & Sutcliffe LLP, special counsel to the Depositor and the Seller, in form and substance satisfactory to the Underwriter
and counsel to the Underwriter, 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 and Servicing Agreement and/or the Underlying Purchase and
Servicing Agreements) 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 Underwriter 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;


 






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(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”;


 


(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;


 






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(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;


 


(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 and
Servicing Agreement and delivered and paid for by you as provided in this Agreement, will be validly issued and outstanding and
entitled to the benefits of the Pooling and Servicing Agreement;


 


(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;


 






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(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


 


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


 


Such opinion of counsel
shall also include negative assurances satisfactory to the Underwriter with respect to the Preliminary Prospectus, the Ratings
Free Writing 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.


 






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(e)The Depositor shall have furnished
to the Underwriter an opinion, dated the Closing Date, of Chapman and Cutler LLP, special tax counsel to the Depositor, in form
and substance satisfactory to the Underwriter and counsel to the Underwriter, 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


 


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


 


(f)Redwood Trust shall have furnished
to the Underwriter an opinion, dated the Closing Date, of Weintraub Genshlea Chediak Tobin & Tobin, special counsel to Redwood
Trust, in form and substance satisfactory to the Underwriter and counsel to the Underwriter, 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;


 






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(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;


 


(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 and Servicing Agreement and/or the Underlying Purchase and Servicing Agreements) 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


 






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(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.


 


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 Underwriter.


 


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


 






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(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;


 


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


 


(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 and Servicing Agreement, except any such as may be required under the “blue sky”
or state securities laws of any jurisdiction in connection with the offering, sale or acquisition of the 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 and Servicing Agreement and/or the Underlying Purchase and Servicing Agreements) that have not yet been completed
and such other approvals as have been obtained; and


 






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


 


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 Underwriter.


 


(h)The Master Servicer and the
Securities Administrator shall have furnished to the Underwriter an opinion, dated the Closing Date, of counsel to the Master Servicer
or Alston & Bird LLP, counsel to such parties, in form and substance satisfactory to the Underwriter and counsel to the Underwriter,
to the effect that:


 






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


 


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


 


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


 


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


 






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


 


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


 


(i)The Underwriter shall have
received copies of any opinions of counsel delivered to the rating agencies set forth in the Ratings Free Writing 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 Underwriter or accompanied by reliance letters addressed
to the Underwriter.


 






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(j)The Underwriter shall have
received from its 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 Underwriter with respect to the Preliminary Prospectus, the Ratings Free Writing
Prospectus or the Final Prospectus.


 


(k)The Depositor’s independent
accountants shall have furnished to the Underwriter a letter or letters addressed to the Underwriter and dated as of or prior to
the date of first use of any Free Writing Prospectus other than an Underwriter 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 Underwriter.


 


(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 in the Free Writing Prospectus dated March 26, 2012 with respect to
ratings of the Underwritten Certificates (the “Ratings Free Writing 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).


 






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(n)The Depositor shall have furnished
to the Underwriter such further information, certificates and documents as the Underwriter 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 Underwriter and its 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 the
Underwriter hereunder may be canceled at, or at any time prior to, the Closing Date by the 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 the 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 the 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 the Underwriter in its obligation to purchase the Underwritten Certificates
or termination by the 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 the Underwriter for all damages, losses and
out-of-pocket expenses of the Underwriter, including reasonable fees and disbursements of its counsel, reasonably incurred by the
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 the Underwriter with respect to the Underwritten Certificates,
except as provided in Sections 5(iv), 8, 11 or 12 hereof.


 


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


 






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Custom Loan Information: Such information
regarding the Mortgage Loans as is disseminated by the 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 the Underwriter
and the 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 the Underwriter prior to such commitments.


 


Derived Information: Such information
regarding the Underwritten Certificates as is disseminated by the 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.


 


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 Underwriter pursuant to Section 4) or by the 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.


 






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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 March 22, 2012.


 


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


 


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


 


Underwriter Free Writing Prospectus:
Any Free Writing Prospectus that was prepared by or on behalf of an Underwriter.


 


Underwriter Information: The only
written information furnished by or on behalf of the 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.


 






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11.Indemnification. (a)
The Depositor, the Seller and Redwood Trust jointly and severally agree to indemnify and hold harmless the Underwriter and each
person who controls the Underwriter within the meaning of either the Securities Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they may become subject under the Securities Act, the Exchange Act,
or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or in any revision or amendment thereof or supplement thereto, (ii) the omission or
alleged omission to state therein a material fact required to be stated in the Registration Statement or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading, (iii) any untrue statement or
alleged untrue statement of a material fact contained in the Preliminary Prospectus (expressly including any information relating
to a servicer or an originator), taken together with the Designated Static Pool Information, (iv) the omission or alleged omission
to state therein a material fact required to be stated in the Preliminary Prospectus (expressly including any information relating
to a servicer or an originator), taken together with the Designated Static Pool Information, or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, (v) any untrue statement or alleged untrue
statement of a material fact contained in the Final Prospectus (expressly including any information relating to a servicer or an
originator), taken together with the Designated Static Pool Information, or in any revision or amendment thereof or supplement
thereto, (vi) the omission or alleged omission to state in the Final Prospectus (expressly including any information relating to
a servicer or an originator) or the Designated Static Pool Information, or in any revision or amendment thereof or supplement thereto,
a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading, (vii) any untrue statement or alleged untrue statement of a material fact contained in a
Free Writing Prospectus other than an Underwriter Free Writing Prospectus, or (viii) the omission or alleged omission to state
in a Free Writing Prospectus other than an Underwriter Free Writing Prospectus 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 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 the Underwriter
or any person who controls the 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 the 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 the 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 Underwriter in accordance with the terms of this
Agreement, (iii) was made in any Free Writing Prospectus or the Registration Statement and was corrected in the Preliminary Prospectus
but the 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 Underwriter in accordance with the
terms of this Agreement or (iv) is attributable to a breach or an alleged breach of a representation and warranty made by the Underwriter
or an affiliate of the Underwriter to the Depositor or an affiliate of the Depositor. This agreement as to indemnity will be in
addition to any liability that the Depositor, the Seller or Redwood Trust may otherwise have.


 






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(b) The Underwriter 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 the Underwriter; provided, however, that the 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 the 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, and for any untrue statement or alleged untrue
statement of a material fact contained in any Underwriter Free Writing Prospectus prepared by or on behalf of the Underwriter and
the omission or alleged omission to state in any Underwriter Free Writing Prospectus prepared by or on behalf of the Underwriter
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. This agreement as to indemnity will be in addition to any liability
that the Underwriter may otherwise have.


 






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(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 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, to
assume the defense thereof; 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) 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 such that joint representation of the parties would create an ethical conflict of
interest for counsel, the indemnified party or parties shall have the right to elect to be represented by 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 consent by the indemnified party to selection of counsel, which consent shall not be withheld unreasonably, 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 the Underwriter 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.


 






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12.Contribution. If the
indemnification provided for in Section 11 is unavailable or insufficient to hold harmless an indemnified party under Section 11,
then (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 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 Underwriter on the other shall be in such proportion so that the Underwriter is 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 Underwriter
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 Underwriter 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. The Underwriter shall not be required to contribute any amount in excess of (x) the Spread, over (y) the amount of any damages
which the Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. 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 Underwriter, 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 the 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) the Underwriter
has not assumed nor will it 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 the 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 Underwriter and its affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests
by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has 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 Underwriter 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 Underwriter with respect to any breach or alleged breach of agency or fiduciary duty.


 


The Depositor acknowledges and agrees
that the Underwriter is 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,
the Underwriter is not 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 Underwriter shall have
no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions
contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter
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 Underwriter, 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 the 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.


 


18.Closing Date. The Underwriter,
the Seller, the Depositor and Redwood Trust shall make all commercially reasonable efforts to close the sale and purchase of the
Underwritten Certificates (the “Transaction”) on March 29, 2012 (the “Targeted Closing Date”). If the Transaction
does not close on the Targeted Closing Date, the Underwriter, the Seller, the Depositor and Redwood Trust shall make all commercially
reasonable efforts to close the Transaction as soon as practicable thereafter but not later than April 13, 2012 (the “Latest
Permitted Closing Date”).


 






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To the extent that the Transaction
does not close on the Targeted Closing Date but closes on or prior to the Latest Permitted Closing Date and the failure to close
on the Targeted Closing Date is not the result of a delay of or caused by the Underwriter in connection with any Free Writing Prospectus,
the Preliminary Prospectus, the Final Prospectus or this Agreement, the Aggregate Purchase Price Percentage for the Underwritten
Certificates as shown on Schedule 1 hereto shall be reduced by an amount equal to 0.078125% for each five business day period for
which the closing of the Transaction does not occur, pro rated for the actual number of business days from and including the Targeted
Closing Date to but excluding the actual closing date of the Transaction.


 


In the event that the Transaction
does not close on or before the Latest Permitted Closing Date, the obligations of the Underwriter under this Agreement shall terminate
unless the Underwriter, the Depositor, the Seller and Redwood Trust each agree in writing to extend this Agreement, subject to
any additional terms and conditions agreed to at the time of such extension.


 


* * *


 






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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 the Underwriter relating
to the Underwritten Certificates.


 


		Very truly yours,
	 	 	 	 
	 	 	 	 
	 	REDWOOD RESIDENTIAL ACQUISITION CORPORATION,
	 	as Seller
	 	 	 	 
	 	 	 	 
	 	By:  	/s / Andrew Stone
	  	 	Name:	Andrew Stone
	 	 	Title:  	Vice President & Secretary
	 	 	 	 
	 	SEQUOIA RESIDENTIAL FUNDING, INC.,
	 	as Depositor
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Andrew Stone
	 	 	Name:	Andrew Stone
	  	 	Title: 	Vice President & Secretary
	 	 	 	 
	 	REDWOOD TRUST, INC.
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Andrew Stone
	 	 	Name:	Andrew Stone
	  	 	Title: 	General Counsel & Secretary
	 	 	 	 


  



    	 



    	 



    



 




The foregoing Agreement





is hereby confirmed and accepted
by:


 





BARCLAYS CAPITAL INC.


 


	By: 	/s/ Greg Boester	 
	 	Name:	Greg Boester	 
	 	Title:	Managing Director	 
	 	Address:	Barclays Capital Inc.	 
	 	 	200 Park Avenue	 
	 	 	New York, New York 10166	 


 






    	 



    	 



    



 




Schedule 1 – Schedule of
Underwritten Certificates





 





	Class	 	Original Class Principal Amount	 	 	Initial Class Interest Rate(1)	 	 	Aggregate Purchase Price Percentage of the Underwriter(2)	 	 	Original Principal Amount to be purchased by Underwriter	 
	A-1	 	$	100,000,000	 	 	 	3.500%	 	 	 	100.7973%	 	 	$	100,000,000	 
	A-2	 	$	163,590,000	 	 	 	3.500%	 	 	 	102.5481%	 	 	$	163,590,000	 
	A-3	 	$	40,897,000	 	 	 	3.500%	 	 	 	93.4417%	 	 	$	40,987,000	 
	B-1	 	$	8,854,000	 	 	 	4.325%	 	 	 	97.5688%	 	 	$	5,000,000	 








 







  





		(1)	The Underwritten Certificates
will accrue interest at the related interest rate described in the Final Prospectus.



 





		(2)	The total underwriting fees/discounts
payable to Barclays Capital Inc. shall be $12,500 with respect to the Class B-1 Certificates.



 






    	 



    	 



    
 


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 second paragraph and the first sentence of the fourth paragraph
under the caption “Method of Distribution” therein.