UNDERWRITING AGREEMENT

Exhibit 10.2

EXECUTION

SEQUOIA MORTGAGE TRUST 2007-1
Mortgage Pass-Through Certificates

UNDERWRITING AGREEMENT

March 29, 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 2007-1 (the “Issuing Entity”), a common law trust governed by New York law, to issue and sell to you (each, an “Underwriter”) its Mortgage Pass-Through Certificates, Class 1-A1, Class 1-A2, Class 1-AR, Class 2-A1, Class 2-A2, Class 3-A1, Class 3-A2, Class 4-A1, Class 4-A2, Class 5-A1, Class 5-A2, Class B-1, Class B-2 and Class B-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 hybrid, adjustable rate mortgage loans secured by first liens on one- to four-family residential properties (the “Mortgage Loans”). Simultaneously with the issuance and sale of the Publicly-Offered Certificates, the Class B-4, Class B-5, Class B-6 and Class LT-R 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 March 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 March 30, 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 March 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 March 1, 2007 (the “Cut-off Date”). The Trustee will concurrently with such assignment, authenticate and deliver the Certificates to the Depositor, and the Depositor will sell the Publicly-Offered Certificates to the Underwriters. In addition, pursuant to various assignment, assumption and recognition agreements (collectively, the “Assignment Agreements”), (i) the Seller will assign its rights under various underlying mortgage loan purchase and servicing agreements relating to the Mortgage Loans entered into by the Seller (collectively, the “Underlying Purchase and Servicing Agreements”), to the Depositor and (ii) the Depositor will, in turn, assign its rights under the Underlying Purchase and Servicing Agreements to the Trustee for the benefit of the Certificateholders. The Master Servicer will monitor the servicing of the Mortgage Loans by the servicers pursuant to the provisions of the Pooling and Servicing Agreement.

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

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

     (i) A registration statement on Form S-3 (File No. 333-132123) relating to mortgage pass-through certificates has been filed with the Securities and Exchange Commission (the “Commission”) and has become effective under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement as of its effective date, and each amendment thereto and any document incorporated by reference therein and any prospectus included or deemed or retroactively deemed to be a part thereof pursuant to Rule 430A or Rule 430B, as of the date of this Agreement, is hereinafter referred to as the “Registration Statement.” The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. As of the Closing Date, no stop order suspending the effectiveness of such Registration Statement has been issued and no proceedings for that purpose have been initiated or, to the knowledge of the Seller, the Depositor or Redwood Trust, threatened by the Commission. The Depositor proposes to prepare and file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus dated July 26, 2006 (the “Base Prospectus”) to be supplemented by a prospectus supplement dated the date hereof relating to the Publicly-Offered Certificates in the form filed after the date of this Agreement pursuant to

Section 424(b) that discloses the public offering price and other final terms of the Publicly-Offered Certificates (together with any revision, amendment or supplement, the “Prospectus Supplement”). The Prospectus Supplement, together with the Base Prospectus, including the documents incorporated therein as of the time of such filing is hereinafter referred to as the “Final Prospectus.” In connection with the offering of the Publicly-Offered Certificates, the Depositor has also prepared a preliminary prospectus supplement dated February 23, 2007, which constitutes a statutory prospectus to be retroactively included in the Registration Statement and has been or will be filed with the Commission pursuant to Rule 424(b) under the Securities Act (the “Preliminary Prospectus Supplement” and together with the Base Prospectus, the “Preliminary Prospectus”). The Preliminary Prospectus and the Final Prospectus separately, are referred to herein as a “Prospectus.” Any reference herein to the Registration Statement or a Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the date on which the Registration Statement, as amended, became effective, or the issue date of the Preliminary Prospectus, or the date on which the Final Prospectus is filed pursuant to Rule 424(b) under the Securities Act, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement and Prospectus shall be deemed to refer to and include any document incorporated by reference therein which is filed under the Exchange Act after the date on which the Registration Statement became effective, the issue date of the Preliminary Prospectus or

the date on which a Final Prospectus is filed pursuant to Rule 424(b) under the Securities Act, as the case may be.

     (ii) Each of (A) The Registration Statement, as of its effective date, (B) the Preliminary Prospectus, taken together with the static pool data (within the meaning of Item 1105 of Regulation AB) set forth in or referred to in such Prospectus but deemed to be excluded from the Registration Statement and such Prospectus, to the extent provided under 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, as of its issue date, as revised, amended or supplemented and filed with the Commission prior to the termination of the offering of the Publicly-Offered Certificates, will conform in all material respects to the requirements of the Securities Act and the rules and regulations (the “Regulations”) of the Commission thereunder applicable to such documents as of their respective dates, and the Registration Statement, the Designated Static Pool Information and the Final Prospectus as revised, amended or supplemented and filed with the Commission as of the Closing Date will conform in all material respects to the requirements of the Securities Act and the Regulations of the Commission applicable to such documents as of the Closing Date. None of (A) the Registration Statement, at the time it became effective and as of the Closing Date, (B) the Preliminary Prospectus, taken together with the Designated Static Pool Information, as of its issue date, or (C) the Final Prospectus, taken together with the Designated Static Pool Information, as of its issue date 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.

     (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 and at all subsequent times through the completion of the public offer and sale of the Publicly-Offered Certificates, the Preliminary Prospectus issued at or prior to the date hereof, any Issuer Information or the Seller Mortgage Loan Information (each as defined below) contained in a Free Writing Prospectus did not include any untrue statement of a material fact or omit to state any

material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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

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

enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general principles of equity.

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

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

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

     (x) No filing or registration with, notice to, or consent, approval, authorization or order or other action of any court or governmental authority or agency is required for the consummation by the Seller, the Depositor or Redwood Trust of the transactions contemplated by the Transaction Documents to which it is a party (other than as required

under “blue sky” or state securities laws, as to which no representations and warranties are made by the Seller, the Depositor or Redwood Trust), except such as have been, or will have been prior to the Closing Date, obtained under the Securities Act, and such recordations of the assignment of the Mortgage Loans to the Trustee (to the extent such recordations are required pursuant to the Pooling and Servicing Agreement) that have not yet been completed.

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

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

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

     (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.

     (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.

     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.

     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 obtained the prior consent of the Underwriters.

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

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

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

     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 in compliance with Rule 173 under the Securities Act:

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

     5.  Agreements .

     The Depositor agrees with each Underwriter that:

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

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

     (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) 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 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 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, the Preliminary Prospectus, the Final Prospectus, any Free Writing Prospectuses, the Transaction Documents and the Certificates, (ii) the cost of delivering the Publicly-Offered Certificates to the Underwriters, (iii) the fees charged by securities rating agencies for rating the Publicly-Offered Certificates, (iv) all transfer taxes, if any, with respect to the sale and delivery of the Publicly-Offered Certificates to the Underwriters, (v) any expenses for the qualification of the Publicly-Offered Certificates under “blue sky” or state securities laws, including filing fees and the fees and disbursements of counsel for such Underwriter in connection therewith and in connection with the preparation of any Blue Sky Survey, (vi) all other costs and expenses incidental to the performance by the Depositor, the Seller or Redwood Trust of their respective obligations hereunder which are not otherwise specifically provided for in this subsection, (vii) the fees of any counsel to the Underwriters, including the fees incurred in connection with the review of the Transaction Documents and the preparation of the Underwriting Agreement and the legal opinions and (viii) the fees of any accountants in connection with preparation of any comfort letters in connection with a Prospectus or with respect to Designated Static Pool Information. In addition, it is understood that, except as provided in this paragraph (iv) and in Section 9 hereof, the Underwriters will pay all the following additional expenses: (i) any transfer taxes on resale of any of the Publicly-Offered Certificates by them and (ii) any advertising expenses connected with any offers that such Underwriters may make.

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

     (vi) [Reserved]

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

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

     (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 the Final Prospectus in order to make the Final 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 the Final Prospectus so that, as so amended or supplemented, such Final 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:

          No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted and be pending or shall have been threatened, any requests for additional information on the part of the Commission (to be included in the Registration Statement or in a Prospectus or otherwise) shall

have been complied with to the reasonable satisfaction of the Underwriters, and the Preliminary Prospectus and the Final Prospectus shall have been filed or transmitted for filing with the Commission not later than the time the same is required to be filed or transmitted for filing pursuant to the Regulations of the Commission.