exv10w2



 





Exhibit 10.2

EXECUTION




SEQUOIA MORTGAGE TRUST 2007-2

Mortgage Pass-Through Certificates




UNDERWRITING AGREEMENT




May 23, 2007




The Firm or Firms

     of Underwriters named

     on the signature page hereof




Ladies and Gentlemen:




     Sequoia Residential Funding, Inc., a Delaware corporation (the “Depositor”) and an indirect
wholly-owned limited purpose subsidiary of Redwood Trust, Inc., a Maryland corporation (“Redwood
Trust”), proposes to cause Sequoia Mortgage Trust 2007-2 (the “Issuing Entity”), a common law trust
governed by New York law, to issue and sell to you (each, an “Underwriter”) its Mortgage
Pass-Through Certificates, Class 1-A1, Class 1-A2, Class 1-A3, Class 1-AR, Class 1-XA, Class 1-XB,
Class 2A-A1, Class 2B-A1, Class 2-AR, Class 1B-1, Class 1B-2, Class 1B-3, Class 2B-1, Class 2B-2
and Class 2B-3 Certificates (collectively, the “Publicly-Offered Certificates”) having the
characteristics set forth in the Final Prospectus, evidencing beneficial ownership interests in the
Issuing Entity, the assets of which will consist primarily of three pools: (1) one pool of
adjustable rate, fully amortizing mortgage loans secured by first liens on one-to- four family
residential properties, (2) one pool of hybrid, fully amortizing mortgage loans secured by first
liens on one-to-four family residential properties and bearing interest at a fixed rate for an
initial 5-year period and at an adjustable rate thereafter and (3) one pool of hybrid, fully
amortizing mortgage loans secured by first liens on one-to-four family residential properties and
bearing interest at a fixed rate for an initial 10-year period and



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at an adjustable rate thereafter (collectively, the “Mortgage Loans”). Simultaneously with
the issuance and sale of the Publicly-Offered Certificates, the Class 1B-4, Class 1B-5, Class 1B-6,
Class 2B-4, Class 2B-5 and Class 2B-6, Class 1-LTR and Class 2-LTR Certificates (together with the
Publicly-Offered Certificates, the “Certificates”) are being issued. The Mortgage Loans will have
the characteristics described in the Final Prospectus, subject to the variances, ranges, minimums
and maximums set forth in the Final Prospectus.




     The Issuing Entity will be formed, and the Certificates will be issued, pursuant to a pooling
and servicing agreement (the “Pooling and Servicing Agreement”) dated as of May 1, 2007, by and
among the Depositor, HSBC Bank USA, National Association, as trustee (the “Trustee”), Wells Fargo
Bank, N.A., in the capacities of master servicer (in such capacity, the “Master Servicer”),
securities administrator (in such capacity, the “Securities Administrator”), and acknowledged by
RWT Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Redwood Trust, as seller
(the “Seller”). On or about May 25, 2007 (the “Closing Date”), the Seller will assign all of its
right, title and interest in the Mortgage Loans to the Depositor pursuant to a mortgage loan
purchase and sale agreement, dated as of May 1, 2007 (the “Mortgage Loan Purchase Agreement”),
between the Seller, as seller, and the Depositor, as purchaser. Pursuant to the Pooling and
Servicing Agreement, the Mortgage Loans will, in turn, be assigned by the Depositor to the Trustee
for the benefit of the Certificateholders, together with all principal and interest collections
received with respect to the Mortgage Loans after May 1, 2007 (the “Cut-off Date”). The Trustee
will concurrently with such assignment, authenticate and deliver the Certificates to the Depositor,
and the Depositor will sell the Publicly-Offered Certificates to the Underwriters. In addition,
pursuant to various assignment, assumption and recognition agreements (collectively, the
“Assignment Agreements”), (i) the Seller will assign its




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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.




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



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




     (i) A registration statement on Form S-3 (File No. 333-132123) relating to mortgage
pass-through certificates has been filed with the Securities and Exchange Commission (the
“Commission”) and has become effective under the Securities Act of 1933, as amended (the
“Securities Act”). Such registration statement as of its effective date, and each amendment
thereto and any document incorporated by reference therein and any prospectus included or
deemed or retroactively deemed to be a part thereof pursuant to Rule 430A or Rule 430B, as
of the date of this Agreement, is hereinafter referred to as the “Registration Statement.”
The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the
Securities Act. As of the Closing Date, no stop order suspending the effectiveness of such
Registration Statement has been



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issued and no proceedings for that purpose have been initiated or, to the knowledge of
the Seller, the Depositor or Redwood Trust, threatened by the Commission. The Depositor
proposes to prepare and file with the Commission pursuant to Rule 424 under the Securities
Act a final prospectus dated July 26, 2006 (the “Base Prospectus”) to be supplemented by a
prospectus supplement dated the date hereof relating to the Publicly-Offered Certificates in
the form filed after the date of this Agreement pursuant to Section 424(b) that discloses
the public offering price and other final terms of the Publicly-Offered Certificates
(together with any revision, amendment or supplement, the “Prospectus Supplement”). The
Prospectus Supplement, together with the Base Prospectus, including the documents
incorporated therein as of the time of such filing is hereinafter referred to as the “Final
Prospectus.” In connection with the offering of the Publicly-Offered Certificates, the
Depositor has also prepared two preliminary prospectus supplements dated April 27, 2007 and
May 2, 2007, respectively, each of 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 (each, a “Preliminary Prospectus
Supplement” and together with the Base Prospectus, a “Preliminary Prospectus”). Each
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 a Preliminary Prospectus, or the date on which the
Final



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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 each
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.




     (ii) Each of (A) The Registration Statement, as of its effective date, (B) each
Preliminary Prospectus, taken together with the static pool information set forth in or
referred to under the caption “Static Pool Information” in each Preliminary Prospectus but
deemed to be excluded from the Registration Statement and each Preliminary Prospectus
pursuant to Item 1105(d) of Regulation AB (the “Designated Static Pool Information”), as of
its issue date, and (C) the Final Prospectus, taken together with the Designated Static Pool
Information set forth in or referred to under the caption “Static Pool Information” in such
Final Prospectus, as of its issue date, as revised, amended or supplemented and filed with
the Commission prior to the termination of the offering of the Publicly-Offered
Certificates, will conform in all material respects to the requirements of the Securities
Act and the rules and regulations (the “Regulations”) of the Commission thereunder
applicable to such documents as of their respective dates, and the Registration Statement,
the Designated Static Pool Information and the Final Prospectus as revised, amended or
supplemented and filed with the Commission as of the Closing Date will conform in all
material respects to the requirements of the Securities Act and the Regulations of the
Commission applicable to such documents as of the




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Closing Date. None of (A) the Registration Statement, at the time it became effective
and as of the Closing Date, (B) any Preliminary Prospectus (excluding information with
respect to the Group 1 Certificates set forth in the Preliminary Prospectus Supplement dated
April 27, 2007), taken together with the Designated Static Pool Information, as of its issue
date, or (C) the Final Prospectus, taken together with the Designated Static Pool
Information, as of its issue date, as of the date of any Contract of Sale, and as of the
Closing Date, contained or will contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading;
provided, however, that the Seller, the Depositor and Redwood Trust make no representations,
warranties or agreements as to the information contained in a Prospectus or any revision or
amendment thereof or supplement thereto (in the case of the Final Prospectus) in reliance
upon and in conformity with information furnished in writing to the Depositor by or on
behalf of any Underwriter specifically for use in connection with the preparation of a
Prospectus or any revision or amendment thereof or supplement thereto (in the case of the
Final Prospectus), such information being defined as the “Underwriter Information” in
Section 10 hereof.




     If, subsequent to the date of this Agreement, the Depositor and the Underwriters
determine that such information included an untrue statement of material fact or omitted to
state a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading and terminate their old Contracts
of Sale and enter into new Contracts of Sale with investors in the Publicly-Offered
Certificates, then each Preliminary Prospectus and the Designated Static Pool



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Information will refer to the information agreed upon in writing by the Depositor and
the Underwriters and conveyed to purchasers at the time of entry into the first such new
Contract of Sale, including any information that corrects such material misstatements or
omissions (“Corrective Information”) and the date of each affected Contract of Sale will
refer to the time and date agreed upon by the Depositor and the Underwriters.




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



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



     (v) As of the date hereof, as of the date of any Contract of Sale (if dated prior to
the date hereof) and at all subsequent times through the completion of the public offer and
sale of the Publicly-Offered Certificates, any Preliminary Prospectus (excluding
information with respect to the Group 1 Certificates set forth in the Preliminary Prospectus
Supplement dated April 27, 2007) issued at or prior to the date hereof, any Issuer
Information or the Seller Mortgage Loan Information (each as defined below) contained in a
Free Writing Prospectus did not include any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.




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



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


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bankruptcy, insolvency, reorganization or other similar laws affecting creditors’
rights generally and by general principles of equity.




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



     (ix) Neither the issuance, delivery or sale of the Publicly-Offered Certificates, nor
the consummation of any other of the transactions contemplated herein, nor the execution and
delivery of the Transaction Documents by the Seller, the Depositor or Redwood Trust, as
applicable, and compliance with the provisions of the Transaction Documents, does or will
conflict with or result in the breach of any material term or




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provision of the certificate of incorporation or by-laws of the Seller, the Depositor,
or Redwood Trust, and none of the Seller, the Depositor or Redwood Trust is in breach or
violation of or in default (nor has an event occurred which with notice or lapse of time or
both would constitute a default) under the terms of (i) any indenture, contract, lease,
mortgage, deed of trust, note, agreement or other evidence of indebtedness or other
agreement, obligation or instrument to which the Seller, the Depositor or Redwood Trust is a
party or by which it or its respective properties are bound, or (ii) any law, decree, order,
rule or regulation applicable to the Seller, the Depositor or Redwood Trust of any court or
supervisory, regulatory, administrative or governmental agency, body or authority, or
arbitrator having jurisdiction over the Seller, the Depositor or Redwood Trust, or its
respective properties, the default, breach or violation of which would have a material
adverse effect on the Depositor, Redwood Trust, the Issuing Entity or the Certificates or on
the ability of the Seller, the Depositor or Redwood Trust to perform its respective
obligations under the Transaction Documents to which it is a party; and none of the delivery
of the Certificates, the consummation of any other of the transactions contemplated herein,
or the compliance with the provisions of the Transaction Documents will result in such a
default, breach or violation or which would have such a material adverse effect.




     (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




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are made by the Seller, the Depositor or Redwood Trust), except such as have been, or
will have been prior to the Closing Date, obtained under the Securities Act, and such
recordations of the assignment of the Mortgage Loans to the Trustee (to the extent such
recordations are required pursuant to the Pooling and Servicing Agreement) that have not yet
been completed.




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



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



     (xiii) Immediately prior to the assignment of the Mortgage Loans by the Depositor to
the Trustee as contemplated by the Pooling and Servicing Agreement, the




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




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



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



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



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




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



     2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the
representations and warranties set forth herein, the Depositor agrees to sell, and each Underwriter
agrees, severally and not jointly, to purchase from the Depositor, each Class of Publicly-Offered
Certificates to be purchased by such Underwriter, in the respective initial Class Principal
Amounts, and at the respective purchase price for each Underwriter, as set forth on Schedule 1
annexed hereto (including accrued interest from and including the Cut-off Date to, but not
including, the Closing Date, except in the case of the Class 1-A1, Class 1-A2, Class 1-A3, Class
1-B1 and Class 1-B2 Certificates).



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




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



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



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




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the requirements of Rule 433(g) applicable to any Free Writing Prospectus, including document
retention and record-keeping.




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



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



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




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



     5. Agreements.




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     The Depositor agrees with each Underwriter that:



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





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does not relate to Publicly-Offered Certificates or the Issuing Entity) which shall be
disapproved by the Underwriters after reasonable notice and review of such filing.




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



     (iii) The Depositor will furnish to each Underwriter and counsel to the Underwriters,
without charge, conformed copies of the Registration Statement (including exhibits thereto)
and, so long as delivery of a prospectus relating to the Publicly-Offered




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Certificates is required under the Securities Act, as many copies of the Preliminary
Prospectus, the Final Prospectus and any revisions or amendments thereof or supplements
thereto as may be reasonably requested.




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




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and in Section 9 hereof, the Underwriters will pay all the following additional
expenses: (i) any transfer taxes on resale of any of the Publicly-Offered Certificates by
them and (ii) any advertising expenses connected with any offers that such Underwriters may
make.




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



     (vi) [Reserved]



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



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




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



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




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




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




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





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




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




     (iii) Nothing has come to the attention of such officer that would lead such officer to
believe that either Preliminary Prospectus (excluding information with respect to the Group
1 Certificates set forth in the Preliminary Prospectus Supplement dated





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April 27, 2007) 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 either Preliminary Prospectus or the Final Prospectus
(including in each case, the Designated Static Pool Information), omits any material fact
necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.



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





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




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



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     (vii) Nothing has come to the attention of such officer that would lead such officer to
believe that either Preliminary Prospectus (excluding information with respect to the Group
1 Certificates set forth in the Preliminary Prospectus Supplement dated April 27, 2007) or
the Final Prospectus (including in each case, the Designated Static Pool Information)
contains any untrue statement of a material fact or omits to state any material fact
necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.



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





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




     (ix) No filing or registration with, notice to, or consent, approval, authorization,
order or other action of any governmental agency or body or any court is required for the
consummation by such entity of the transactions contemplated by the



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terms of the Transaction Documents to which it is a party except such as may be
required under the “blue sky” or state securities laws of any jurisdiction in connection
with the offering, sale or acquisition of the Publicly-Offered Certificates, any
recordations of the Mortgage Loans to the Trustee (to the extent such recordations are
required pursuant to the Pooling and Servicing Agreement) that have not yet been completed
and such other approvals as have been obtained;




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



     (xi) There are no legal or governmental actions, investigations or proceedings pending
to which such entity is a party, or, to the best knowledge of such counsel, threatened
against the such entity, (A) asserting the invalidity of any Transaction Document or the
Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of
any of the transactions contemplated by any Transaction Document, (C) which might materially
and adversely affect the performance by such entity of its




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respective obligations under, or the validity or enforceability of, any Transaction
Document or the Certificates or (D) seeking to affect adversely the Federal income tax
attributes of the Publicly-Offered Certificates as described in the Final Prospectus under
the heading “Material Federal Income Tax Consequences” or the state income tax attributes of
the Publicly-Offered Certificates as described in the Final Prospectus under the heading
“State Tax Considerations;”




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



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



     (xiv) Each Transaction Document to which such entity is a party has been duly
authorized, executed and delivered by such entity and constitutes a valid, legal and




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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;




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



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



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



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



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     (xix) The Pooling and Servicing Agreement is not required to be qualified under the
Trust Indenture Act of 1939, as amended, and neither the Depositor nor the Issuing Entity is
required to be registered as an “investment company” under the 1940 Act.
Such opinion of counsel shall also include negative assurances with respect to each


Preliminary Prospectus and the Final Prospectus.




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



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





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



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




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




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



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





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




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




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




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





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any order of any court, regulatory body, administrative agency or governmental body
having jurisdiction over Redwood Trust; and




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



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



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





     (xxix) The Trustee has been duly organized and is validly existing as a national
banking association duly organized under the laws of the United States of America, and



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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;




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




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




     (xxxii) The consummation of any of the transactions contemplated by the Pooling and
Servicing Agreement do not conflict with or result in a breach or violation of any




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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
Underwriters.



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




     (xxxiii) Each of the Master Servicer and the Securities Administrator has been duly
organized and is validly existing as a national banking association under the laws of the
United States of America, and is duly qualified to do business in each jurisdiction where
the character of its properties or the nature of its activities makes such qualification
necessary, except such jurisdictions, if any, in which the failure to be so qualified will
not



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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;




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




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




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



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



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



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




          The Underwriters shall have received from their counsel such opinion or opinions, dated the
Closing Date, with respect to the issuance and sale of the Publicly-Offered Certificates, the
Registration Statement and each Prospectus, and such other related matters as you may




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reasonably require, including a negative assurance letter with respect to the Preliminary
Prospectus or the Final Prospectus.




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




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




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




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


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




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



     8. Representations and Indemnities to Survive. The respective agreements,
representations, warranties, indemnities and other statements of the Depositor, the Seller and
Redwood Trust and their respective officers and of each Underwriter set forth in or made





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pursuant to this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Depositor, the Seller or Redwood
Trust, and will survive delivery of and payment for the Publicly-Offered Certificates. The
provisions of Sections 5(a)(iv), 9, 11 and 12 hereof shall survive the termination or cancellation
of this Agreement.




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



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



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



     Contract of Sale: A valid contract, whether oral or written, by which a third party
becomes committed to purchase any Publicly-Offered Certificates from any Underwriter and





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




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



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



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



     Preliminary Term Sheet: Collectively, the preliminary term sheet dated April 25, 2007
relating to Group 1 of certain classes of the Publicly-Offered Certificates and the preliminary




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term sheet dated April 25, 2007 relating to Group 2 of certain classes of the Publicly-Offered
Certificates.




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



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



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



     11. Indemnification. (a) The Depositor, the Seller and Redwood Trust jointly and
severally agree to indemnify and hold harmless each Underwriter and each person who controls an
Underwriter within the meaning of either the Securities Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they may become subject under
the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or in any revision or
amendment thereof or supplement thereto, (ii) the omission or alleged omission to state therein a
material fact required to be stated in the Registration Statement or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading,
(iii) any untrue statement or alleged untrue statement of a material fact contained in a



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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 such Preliminary
Prospectus (expressly including any information relating to a servicer or an originator), taken
together with the Designated Static Pool Information, or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, (v) any untrue
statement or alleged untrue statement of a material fact contained in the Final Prospectus
(expressly including any information relating to a servicer or an originator), taken together with
the Designated Static Pool Information, or in any revision or amendment thereof or supplement
thereto, (vi) the omission or alleged omission to state in the Final Prospectus (expressly
including any information relating to a servicer or an originator) or the Designated Static Pool
Information, or in any revision or amendment thereof or supplement thereto, a material fact
required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, (vii) any untrue statement or alleged
untrue statement of a material fact contained in a Free Writing Prospectus, or (viii) the omission
or alleged omission to state therein a material fact required to be stated in a Free Writing
Prospectus or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading, and further agree to promptly reimburse each such indemnified
party for any legal or other expenses reasonably incurred by it or him, as incurred, in connection
with investigating or defending or preparing to defend against any such loss, claim, damage,
liability or action; provided, however, that none of the Depositor, the Seller or Redwood Trust
shall be liable to a particular Underwriter or any person who controls such Underwriter to the
extent that any misstatement or alleged misstatement or omission or alleged omission (i) was




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made in either Preliminary Prospectus, the Final Prospectus, any Free Writing Prospectus, the
Registration Statement or the Designated Static Pool Information, as applicable, pursuant to
Underwriter Information, Derived Information or Custom Loan Information disseminated by such
Underwriter (unless such misstatement or alleged misstatement or omission or alleged omission
resulted from an error or material omission in the Seller Mortgage Loan Information) or (ii) was
corrected (with such correction timely delivered to the Underwriter) at least one business day
prior to the written confirmation of such sale and such correction did not materially and adversely
affect the marketing or pricing of the Publicly-Offered Certificates and such Underwriter did not
deliver, at or prior to the written confirmation of such sale, a copy of the Final Prospectus as
then revised, amended or supplemented in any case where such delivery is required by the Securities
Act or the Exchange Act, if the Depositor has previously furnished copies thereof to the
Underwriters in accordance with the terms of this Agreement. This agreement as to indemnity will
be in addition to any liability that the Depositor, the Seller or Redwood Trust may otherwise have.




          Each Underwriter severally agrees to indemnify and hold harmless the Depositor, Redwood Trust
and the Seller, the officers of the Depositor who signed the Registration Statement or any
amendment thereof, the directors of the Depositor, and each person who controls the Depositor,
Redwood Trust or the Seller within the meaning of either the Securities Act or the Exchange Act, to
the same extent as the foregoing indemnities from the Depositor, the Seller and Redwood Trust to
each Underwriter; provided, however, that an Underwriter will be liable in any such case only to
the extent that such untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with Underwriter Information, Derived Information or
Custom Loan Information, as applicable, furnished by that



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particular Underwriter to the Depositor or to a prospective investor, except to the extent
that any untrue statement or alleged untrue statement therein or omission therefrom (or is alleged
to have resulted) directly from an error in the Seller Mortgage Loan Information that was used in
the preparation of either (x) any Underwriter Information, Derived Information or Custom Loan
Information (or amendment or supplement thereof) or (y) any written or electronic materials
furnished to prospective investors on which the Underwriter Information (or amendments or
supplements) were based. This agreement as to indemnity will be in addition to any liability that
any Underwriter may otherwise have.




          Promptly after receipt of notice of the commencement of any action by an indemnified party
under this Section 11, such indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under this Section 11, notify the indemnifying party in writing of
the commencement thereof; provided, however, that the omission so to notify the indemnifying party
will not relieve the indemnifying party from any liability which it may have to any indemnified
party, unless the indemnifying party is materially prejudiced by such failure to notify and in any
event shall not relieve the indemnifying party from any liability which it may have to any
indemnified party other than under this Section 11. In case any such action is brought against any
indemnified party and it notifies the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein, and to the extent that it may elect by
written notice delivered to the indemnified party promptly after receiving the aforesaid notice
from such indemnified party, to assume the defense thereof, with counsel satisfactory to such
indemnified party; provided, however, that if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party (including impleaded
parties) and the indemnified party or parties shall





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have reasonably concluded that there may be legal defenses available to it or them and/or
other indemnified parties that are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to elect separate counsel
to assert such legal defenses and to otherwise participate in the defense of such action on behalf
of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such
indemnified party of its election so to assume the defense of such action and approval by the
indemnified party of counsel, the indemnifying party will not be liable for any legal or other
expenses subsequently incurred by such indemnified party in connection with the defense thereof,
unless (i) the indemnified party shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being
understood, however, that the indemnifying party shall not be liable for the expenses of more than
one separate counsel (in addition to local counsel) for each of, and approved by, the Underwriters
in the case of paragraph (a) of this Section 11, representing the related indemnified parties under
such paragraph (a) who are parties to such action), (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the indemnified party within a
reasonable time after notice of commencement of the action or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense of the indemnifying
party; and except that, if clause (i) or (iii) is applicable, such liability shall only be in
respect of the counsel referred to in such clause (i) or (iii). No indemnifying party shall,
without the consent of the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless


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such settlement includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding.




     12. Contribution. If the indemnification provided for in Section 11 is unavailable or
insufficient to hold harmless an indemnified party under Section 11, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in Section 11 above in such proportion as is appropriate
to reflect the relative benefits received by the Depositor, the Seller and Redwood Trust on the one
hand and the Underwriter on the other from the offering of the Publicly-Offered Certificates or
(ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Depositor, the Seller and Redwood Trust on the one hand
and the Underwriter on the other in connection with the statements or omissions or alleged
statements or alleged omissions which resulted in such losses, claims, damages or liabilities as
well as any other relevant equitable considerations. The relative benefits received by the
Depositor, the Seller and Redwood Trust on the one hand and the Underwriters on the other shall be
in such proportion so that the Underwriters are responsible for an amount equal to the Spread, and
the Depositor, the Seller and Redwood Trust are responsible for the balance. The relative fault
shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omissions or alleged omission to state a material fact relates
to information supplied by the Depositor, the Seller or Redwood Trust or by the Underwriters and
the parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The amount paid by an indemnified party as a result of
the losses, claims, damages or liabilities referred to in the first



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sentence of this Section 12 shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending any action or
claim which is the subject of this Section 12. An Underwriter shall not be required to contribute
any amount in excess of (x) the Spread of such Underwriter, over (y) the amount of any damages
which the applicable Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. The obligation of any Underwriter to
contribute under this Section 12 is several in proportion to the portion of the Spread applicable
to it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.




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



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



     15. No Advisory or Fiduciary Responsibility. The Depositor acknowledges and agrees
that: (i) the purchase and sale of the Publicly-Offered Certificates pursuant to this Agreement,
including the determination of the public offering price of the Publicly-Offered Certificates and
any related discounts and commissions, is an arm’s-length commercial transaction between the
Depositor, on the one hand, and the several Underwriters, on the other hand, and the Depositor is




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capable of evaluating and understanding and understands and accepts the terms, risks and
conditions of the transactions contemplated by this Agreement; (ii) in connection with each
transaction contemplated hereby and the process leading to such transaction each Underwriter is and
has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the
Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) no
Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of
the Depositor with respect to any of the transactions contemplated hereby or the process leading
thereto (irrespective of whether such Underwriter has advised or is currently advising the
Depositor on other matters) or any other obligation to the Depositor except the obligations
expressly set forth in this Agreement; (iv) the several Underwriters and their respective
affiliates may be engaged in a broad range of transactions that involve interests that differ from
those of the Depositor and that the several Underwriters have no obligation to disclose any of such
interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters
have not provided any legal, accounting, regulatory or tax advice with respect to the offering
contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax
advisors to the extent it deemed appropriate.




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



     16. The Depositor acknowledges and agrees that the Underwriters are acting solely in the
capacity of an arm’s length contractual counterparty to the Depositor with respect to the offering



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




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



     18. Notices. All communications hereunder shall be in writing and effective only on
receipt and, if sent to an Underwriter, shall be delivered to the address specified on the
signature page hereof. If such notice is sent to the Depositor, the Seller or Redwood Trust, it
shall be



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delivered to One Belvedere Place, Suite 330, Mill Valley, California 94941, attention of John
Isbrandtsen, Vice President.




* * *





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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 each
Underwriter relating to the Publicly-Offered Certificates.



	 	 	 	 	 
	 	

Very truly yours, 



REDWOOD TRUST, INC.

 	 
	 	By:  	/s/ John Isbrandtsen
 	 
	 	 	Name:  	John Isbrandtsen 	 
	 	 	Title:  	Vice President 	 
	 
	 	RWT HOLDINGS, INC.,

as Seller

 	 
	 	By:  	/s/ John Isbrandtsen
 	 
	 	 	Name:  	John Isbrandtsen 	 
	 	 	Title:  	Vice President 	 
	 
	 	SEQUOIA RESIDENTIAL FUNDING, INC.,

as Depositor

 	 
	 	By:  	/s/ John Isbrandtsen
 	 
	 	 	Name:  	John Isbrandtsen 	 
	 	 	Title:  	Vice President 	 



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The foregoing Agreement
is hereby confirmed and accepted by:




MERRILL LYNCH, PIERCE, FENNER & SMITH

     INCORPORATED




By: /s/ Paul Park

     Name: Paul Park

     Title:

     Address: Merrill Lynch, Pierce, Fenner & Smith Incorporated

                    4 World Financial Center, 10th Floor

                    New York, New York 10080




BANC OF AMERICA SECURITIES LLC




By: /s/ Scott Evans

     Name: Scott Evans

     Title:

     Address: Banc of America Securities LLC

                    214 North Tryon Street

                    Charlotte, North Carolina 28235






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Schedule 1 – Schedule of Publicly-Offered Certificates




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Merrill	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Lynch,	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Pierce,	 	Original	 	Banc of	 	 
	 	 	 	 	 	 	 	 	 	 	Fenner and	 	Amount to be	 	America	 	 
	 	 	Original	 	 	 	 	 	Smith	 	purchased by	 	Securities	 	 
	 	 	Class	 	 	 	 	 	Incorporated	 	Merrill Lynch,	 	LLC	 	Original Amount to
	 	 	Principal or	 	 	 	 	 	Purchase	 	Pierce, Fenner	 	Purchase	 	be purchased by
	 	 	Notional	 	Class Interest	 	Price	 	and Smith	 	Price	 	Banc of America
	Class	 	Amount(1)	 	Rate(2)	 	Percentage(3)	 	Incorporated	 	Percentage(4)	 	Securities LLC
	1-A1
	 	$	120,000,000	 	 	Adjustable	 	 	99.9375	%	 	$	60,000,000	 	 	 	99.9375	%	 	$	60,000,000	 
	1-A2
	 	$	493,735,000	 	 	Adjustable	 	 	99.9375	%	 	$	246,867,500	 	 	 	99.9375	%	 	$	246,867,500	 
	1-A3
	 	$	23,265,000	 	 	Adjustable	 	 	99.9375	%	 	$	11,632,500	 	 	 	99.9375	%	 	$	11,632,500	 
	1-AR
	 	$	100	 	 	Variable	 	 	99.9375	%	 	$	100	 	 	 	99.9375	%	 	 	—	 
	1-XA
	 	$	637,000,000	 	 	Variable	 	 	100.0000	%	 	$	318,500,000	 	 	 	100.0000	%	 	$	318,500,000	 
	1-XB
	 	$	4,225,000	 	 	Variable	 	 	100.0000	%	 	$	2,112,500	 	 	 	100.0000	%	 	$	2,112,500	 
	1-B1
	 	$	2,275,000	 	 	Adjustable	 	 	99.9375	%	 	$	1,137,500	 	 	 	99.9375	%	 	$	1,137,500	 
	1-B2
	 	$	1,950,000	 	 	Adjustable	 	 	100.0000	%	 	$	975,000	 	 	 	100.0000	%	 	$	975,000	 
	1-B3
	 	$	6,175,000	 	 	Variable	 	 	100.0000	%	 	$	3,087,500	 	 	 	100.0000	%	 	$	3,087,500	 
	2A-A1
	 	$	221,040,000	 	 	Variable	 	 	99.9584	%	 	$	110,520,000	 	 	 	99.9584	%	 	$	110,520,000	 
	2B-A1
	 	$	170,921,000	 	 	Variable	 	 	99.9531	%	 	$	85,460,500	 	 	 	99.9531	%	 	$	85,460,500	 
	2-AR
	 	$	100	 	 	Variable	 	 	99.9531	%	 	$	100	 	 	 	99.9531	%	 	 	—	 
	2-B1
	 	$	7,145,000	 	 	Variable	 	 	99.9531	%	 	$	3,572,500	 	 	 	99.9531	%	 	$	3,572,500	 
	2-B2
	 	$	3,062,000	 	 	Variable	 	 	99.9531	%	 	$	1,531,000	 	 	 	99.9531	%	 	$	1,531,000	 
	2-B3
	 	$	2,041,000	 	 	Variable	 	 	99.9531	%	 	$	1,020,500	 	 	 	99.9531	%	 	$	1,020,500	 








 




			
	(1)	 	These balances are approximate, as described in the Final Prospectus.
	 
	(2)	 	These Publicly-Offered Certificates will accrue interest based on adjustable rates based on
the value of the one-month LIBOR index, or at variable interest rates, as described in the
Final Prospectus.
	 
	(3)	 	The total underwriting fees/discounts payable to Merrill Lynch, Pierce, Fenner and Smith
Incorporated shall be $577,301.20.
	 
	(4)	 	The total underwriting fees/discounts payable to Banc of America Securities LLC shall be
$577,301.20.


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EXHIBIT A




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



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



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