UNDERWRITING AGREEMENT

Exhibit 1.1

[SEQUOIA MORTGAGE TRUST [     ]] [or] [SEQUOIA ALTERNATIVE LOAN TRUST [     ]]
[or] [SEQUOIA HELOC TRUST [ ]]
[Mortgage Pass-Through Certificates] [Collateralized Mortgage or Asset-Backed Bonds or Notes,
collectively “Debt Obligations”]

UNDERWRITING AGREEMENT

[__________ __, 200_]

The Firm or Firms of Underwriters named on the signature page hereof

Ladies and Gentlemen:

     [Sequoia Mortgage Funding Corporation] [or] [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 Loan Trust [     ]] [or] [Sequoia Alternative Loan Trust [     ]] [or] [Sequoia HELOC Trust [     ]] [(the “Trust”)] [or] [(the “Issuer”)] to issue and sell to you (each, an “Underwriter”) its [Mortgage Pass-Through Certificates] [or] [Debt Obligations], Class [     ], Class [     ], and Class [     ] (the “Publicly-Offered [Certificates] [Debt Obligations]”) having the characteristics set forth in the Final Prospectus, evidencing beneficial ownership interests in a trust fund (the “Trust Fund”), the assets of which will consist primarily of a pool of [adjustable rate mortgage loans secured by first liens on one- to four-family residential properties] [or] [adjustable rate revolving home equity line of credit mortgage loans secured by first or second liens on one- to four-family residential properties] (the “Mortgage Loans”). 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 Issuer is a statutory business trust established under the laws of the State of Delaware pursuant to the Deposit Trust Agreement, dated as of [     , 200___] (the “Trust Agreement”), among the Depositor and [       ], as owner trustee (the “Owner Trustee”). The Issuer was formed for the sole purpose of issuing the [Debt Obligations] and the Investor Certificate (as defined in the Prospectus Supplement).] The Trust Fund will be formed, and the Publicly-Offered [Certificates] [or] [Debt Obligations], together with the Class [ ], Class [     ] and Class [     ] [Certificates] [or] [Debt Obligations] (collectively, the “[Certificates] [or] [Debt Obligations]”) will be issued, pursuant to [a pooling and servicing agreement (the “Pooling and Servicing Agreement”) dated as of [       , 200___], by and among the Depositor, [       ], as trustee (the “Trustee”), [      ], in the capacities of master servicer (in such capacity, the “Master Servicer”), trust administrator (in such capacity, the “Trust Administrator”), and acknowledged by [RWT Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Redwood Trust, as seller (the “Seller”)] [or] [an Indenture (the “Indenture”) dated as of [       , 200___] among the Issuer, [       ], as trustee (the “Trustee”), and [      ], as master servicer (the “Master Servicer”)]. On or about [       , 200___] (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 [      , 200___] (the “Mortgage Loan Purchase Agreement”), between the Seller, as seller, and the Depositor, as purchaser. Pursuant to the [Pooling and Servicing Agreement] [or] [Indenture], the Mortgage Loans will, in turn, be assigned by the Depositor to the Trustee for the benefit of the [Certificateholders] [or] [Bondholders] [or] [Noteholders], together with all principal and interest collections received with respect to the Mortgage Loans on and after [      , 200___] (the “Cut-off Date”) (other than Scheduled Payments due on that date). The Trustee

will concurrently with such assignment, authenticate and deliver the [Certificates] [or] [Debt Obligations] to the Depositor for sale to the Underwriters. In addition, pursuant to various assignment, assumption and recognition agreements (collectively, the “Assignment Agreements”), (i) the Seller will assign its rights under various underlying mortgage loan purchase and servicing agreements relating to the Mortgage Loans entered into by the Seller (collectively, the “Underlying Purchase and Servicing Agreements”), to the Depositor and (ii) the Depositor will, in turn, assign its rights under the Underlying Purchase and Servicing Agreements to the Trustee for the benefit of the [Certificateholders] [or] [Bondholders] [or] [Noteholders]. The Master Servicer will monitor the servicing of the Mortgage Loans by the primary servicer pursuant to the provisions of the [Pooling and Servicing Agreement] [or] [Indenture].

     The [Pooling and Servicing Agreement] [or] [Indenture], 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] [or] [Indenture].

     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-     ) relating to [mortgage pass-through certificates] [or] [collateralized mortgage or asset-backed bonds or notes] has been filed with the Securities and Exchange Commission (the “Commission”) and has become effective under the Securities Act of 1933, as amended (the “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, to 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 Act. As of the Closing Date, no stop order suspending the effectiveness of such Registration Statement has been issued and no proceedings for that purpose have been initiated or, to the knowledge of the Seller, the Depositor or Redwood Trust, threatened by the Commission. The Depositor proposes to prepare and file with the Commission pursuant to Rule 424 under the Act a final prospectus dated [       , 200___] (the “Base Prospectus”) to be supplemented by a prospectus supplement dated the date hereof relating to the Publicly-Offered [Certificates] [or] [Debt Obligations] 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] [or] [Debt Obligations] (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”. If requested by the Underwriters, the Depositor will also prepare a preliminary prospectus supplement relating to the Publicly-Offered [Certificates] [or] [Debt Obligations] that constitutes a statutory prospectus to be retroactively included in the Registration Statement to be filed with the Commission pursuant to Rule 424(b) under the Act (the “Preliminary Prospectus Supplement” and together with the Base Prospectus, the “Preliminary Prospectus”). The Preliminary Prospectus and the Final Prospectus together, are referred to herein as the “Prospectus.”

Any reference herein to the Registration Statement or the 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 any Preliminary Prospectus, or the date on which the Final Prospectus is filed pursuant to Rule 424(b) under the 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 the filing of any document under the Exchange Act after the date on which the Registration Statement became effective, the issue date of any Preliminary Prospectus or the date on which a Final Prospectus is filed pursuant to Rule 424(b) under the Act, as the case may be, deemed to be incorporated therein by reference. Notwithstanding anything to the contrary set forth herein, the Depositor does not intend to prepare any Preliminary Prospectus in connection with the offering of the Publicly-Offered [Certificates] [or] [Debt Obligations].

     (ii) (A) The Registration Statement, as of its effective date, (B) the Preliminary Prospectus, as of its issue date, and (C) the 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] [or] [Debt Obligations], each will conform in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder applicable to such documents as of such respective dates, and the Registration Statement 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 Act and the rules and regulations of the Commission thereunder applicable to such documents as of the Closing Date. None of (A) the Registration Statement, at the time it became effective and as of the Closing Date, (B) the Preliminary Prospectus, as of its issue date, and (C) the Final Prospectus as of its issue date and as of the Closing Date, contained or will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that the Seller, the Depositor and Redwood Trust make no representations, warranties or agreements as to the information contained in the 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 the Prospectus or any revision or amendment thereof or supplement thereto, such information being defined as the “Underwriter Information” in Section 10 hereof.

     (iii) [The Registration Statement, the Prospectus and the Indenture, as of the date of the Prospectus Supplement will conform, and the Registration Statement, the Prospectus as revised, amended or supplemented and filed with the Commission prior to the termination of the offering of the [Bonds] [or] [Notes], and the Indenture, as of their respective effective or issue dates, will conform in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the “TIA”), and the respective rules and regulations of the Commission thereunder applicable to such documents as of such respective dates, and the Registration Statement, the Prospectus as

revised, amended or supplemented and filed with the Commission as of the Closing Date, and the Indenture will conform in all material respects to the requirements of the Act and the TIA and the respective rules and regulations of the Commission thereunder applicable to such documents as of the Closing Date. The Registration Statement, at the time it became effective, did not include 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 not misleading; and the Prospectus as of the date of the Prospectus Supplement and as of the Closing Date, will not include any untrue statement of a material fact and will not 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 Depositor and Redwood Trust make no representations, warranties or agreements as to (x) the part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification on Form T-1 (with respect to the Bonds) of the [Bond] [Indenture] Trustee under the TIA, except statements therein or omissions therefrom made in reliance upon information furnished in writing to the Bond Trustee by or on behalf of the Depositor or Redwood Trust expressly for use therein or (y) the information contained in the Prospectus or any revision or amendment thereof or supplement thereto 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 the Prospectus or any revision or amendment thereof or supplement thereto, such information being defined as the “Underwriter Information” in Section 10 hereof.]

     (iv) The conditions to the use by the Depositor of a registration statement on Form S-3 under the 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 Act or the rules and regulations of the Commission thereunder which have not been so filed.

     (v) (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 Act.

     (vi) As of the date hereof and at all subsequent times through the completion of the public offer and sale of the Publicly-Offered [Certificates] [or] [Debt Obligations], none of any Free Writing Prospectus(es) issued at or prior to the date hereof, nor any Issuer Information nor the Seller Mortgage Loan Information (each as defined below) contained in a Free Writing Prospectus included any untrue statement of a material fact of omitted 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 Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Publicly-Offered [Certificates] [or] [Debt Obligations] or until any earlier date that the Depositor notified or notifies the Underwriters as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement. If at any time following issuance of a Free Writing Prospectus there occurred or occurs an event or development as a result of which such

Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, (i) the Depositor will promptly notify each Underwriter and (ii) the Depositor will promptly amend or supplement such Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

     (vii) The Publicly-Offered [Certificates] [or] [Debt Obligations] conform in all material respects to the description thereof contained in the Prospectus. The issuance of the Publicly-Offered [Certificates] [or] [Debt Obligations] has been authorized and on the Closing Date the Publicly-Offered [Certificates] [or] [Debt Obligations] will have been duly and validly executed, authenticated and delivered in accordance with the [Pooling and Serving Agreement] [or] [Indenture] and delivered to the Underwriters for the account of the Underwriters against payment therefor as provided herein, will be duly and validly issued and outstanding and entitled to the benefits afforded by the [Pooling and Servicing Agreement] [or] [Indenture]. Each Publicly-Offered [Certificate] [or] [Debt Obligation] of the Class (or if applicable, Classes) or type indicated to be “mortgage related securities” under the heading “Summary — 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.

     (viii) 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 Prospectus and, assuming the valid execution and delivery thereof by the other parties thereto, each Transaction Document to which Redwood Trust, the Seller or the Depositor is a party will constitute a legal, valid and binding agreement of the Seller, the Depositor or Redwood Trust, as applicable, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general principles of equity.

     (ix) 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 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 Prospectus

and to enter into and perform its respective obligations under each Transaction Document to which it is a party.

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

transactions contemplated herein, nor the compliance with the provisions of the Transaction Documents will result in such a breach, violation or default which would have such a material adverse effect.

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

     (xii) 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 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 in the Transaction Documents.

     (xiii) 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.

     (xiv) Immediately prior to the assignment of the Mortgage Loans by the Depositor to the Trustee as contemplated by the [Pooling and Servicing Agreement] [or] [Indenture], the Depositor (i) will have good title to and was 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 [Pooling and Servicing Agreement] [or] [Indenture] 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] [or] [Indenture] by the Trustee, the Trustee will have acquired all of the Depositor’s rights, title and interest in and to such Mortgage Loans.

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

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

     (xvii) Neither the Depositor nor the Trust Fund is, and neither the issuance and sale of the [Certificates] [or] [Debt Obligations] nor the activities of the Trust Fund pursuant to the [Pooling and Servicing Agreement] [or] [Indenture] will cause the Depositor or the Trust Fund 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”).

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

     (xix) 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 herein set forth, the Depositor agrees to sell, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, each Class of Publicly-Offered [Certificates] [or] [Debt Obligations] to be purchased by such Underwriter in the respective initial Class Principal Amounts and at the purchase prices set forth on Schedule 1 annexed hereto (including accrued interest from and including the Cut-off Date to, but not including, the Closing Date).

     3.  Delivery and Payment . The Publicly-Offered [Certificates] [or] [Debt Obligations] 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 (such date and time of delivery of and payment for the Publicly-Offered [Certificates] [or] [Debt Obligations] being hereinafter referred to as the “Closing Date”). Delivery of the Publicly-Offered [Certificates] [or] [Debt Obligations] 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 Issuer in immediately available federal funds. The Publicly-Offered [Certificates] [or] [Debt Obligations] 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] [or] [Debt Obligations] to be made available for inspection, checking and packaging in New York, New York on the business day prior to the Closing Date.

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

     5.  Agreements .

     (a) 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 Act not

later than 9:00 a.m. (New York time) on the Closing Date and, if necessary, within 15 days of the Closing Date, will file a report on Form 8-K setting forth specific information concerning the Mortgage Loans, and 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] [or] [Debt Obligations], 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] [Debt Obligations] or the Trust Fund), (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] [Debt Obligations] or the Trust Fund), (iii) of any written notification received by the Depositor of the suspension of qualification of the Publicly-Offered [Certificates] [or] [Debt Obligations] for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or, to the knowledge of the Depositor, the threatening of any proceeding for that purpose. The Depositor will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Depositor will not file prior to the termination of such offering any amendment to the Registration Statement or any revision of or supplement to the Final Prospectus (other than any such amendment, revision or supplement which does not relate to Publicly-Offered [Certificates] [or] [Debt Obligations] or the Trust Fund) 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] [or] [Debt Obligations] is required to be delivered under the Act (i) any event occurs as a result of which the Final Prospectus 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 Act or the rules and 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 supplement to the Final Prospectus which will correct such statement or omission or effect such compliance.

     (iii) The Depositor will furnish to each Underwriter and counsel to the Underwriters, without charge, conformed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus relating to the Publicly-Offered [Certificates] [or] [Debt Obligations] is required under the Act, as many copies of any 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 the Redwood Trust under this Agreement, including without limitation (i) expenses of preparing, printing and reproducing the Registration Statement, any Preliminary Prospectus, the Final Prospectus, the Free Writing Prospectus(es), the Transaction Documents and the [Certificates] [or] [Debt Obligations], (ii) the cost of delivering the Publicly-Offered [Certificates] [or] [Debt Obligations] to the Underwriters, (iii) the fees charged by securities rating agencies for rating the Publicly-Offered [Certificates] [or] [Debt Obligations], (iv) all transfer taxes, if any, with respect to the sale and delivery of the Publicly-Offered [Certificates] [or] [Debt Obligations] to the Underwriters, (v) any expenses for the qualification of the Publicly-Offered [Certificates] [or] [Debt Obligations] 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 the 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 letter in connection with a Prospectus or with respect to static pool data. In addition, it is understood that, except as provided in this paragraph (iv) and in Section 9 hereof, the Underwriters will pay all the following additional expenses: (i) any transfer taxes on resale of any of the Publicly-Offered

[Certificates] [or] [Debt Obligations] by it and (ii) any advertising expenses connected with any offers that such Underwriters may make.

     (v) So long as any Publicly-Offered [Certificates] [or] [Debt Obligations] 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 servicer pursuant to the [Pooling and Servicing Agreement] [or] [Indenture] or the servicing agreement, respectively, (ii) each report regarding the Publicly-Offered [Certificates] [or] [Debt Obligations] filed with the Commission under the Exchange Act or mailed to the holders of the Publicly-Offered [Certificates] [or] [Debt Obligations] and (iii) from time to time, such other information concerning the Publicly-Offered [Certificates] [or] [Debt Obligations] 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] [collateralized mortgage or asset-backed bonds or notes] or other similar mortgage-related securities, without the prior written consent of the Underwriters.

     (viii) If so provided in Section 1(i), the Depositor will prepare the Preliminary Prospectus relating to the Publicly-Offered [Certificates] [or] [Debt Obligations] in a form consented to by the Underwriters, and will file such Preliminary Prospectus within the period required by Rule 424(b).

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

     (x) To the extent prepared by or on behalf of the Depositor or to the extent that an Underwriter has provided to the Depositor ABS ICM (as defined below) or a Free Writing Prospectus, the Depositor will file or cause to be filed with the Commission such ABS ICM or Free Writing Prospectus as soon as reasonably practicable after the date hereof, but in any event not later than required pursuant to Rules 426 or 433, respectively, under the Act; provided , however , that the Depositor shall not be required to file (A) any Free Writing Prospectus, if the information included therein is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that related to the offering of the Publicly-Offered [Certificates] [or] [Debt Obligations] or (B) any Free Writing Prospectus or portion thereof that contains a description of the [Certificates] [or] [Debt Obl