Common use of Underwriting Arrangement Clause in Contracts

Underwriting Arrangement. RBS shall act as sole lead underwriter (the “Underwriter”) for the Offering of each class of AAA P&I Senior Securities; provided that, the Company shall have the right to designate one additional co-managing underwriter (the “Designated Co-Manager”) for the Offering (subject to Section 8(b) below). RBS will have the option, in its sole discretion, to strip off of the AAA P&I Senior Securities one or more interest only certificates, which will have the same interest priority as the AAA P&I Senior Securities and which may be rated AAA or its equivalent by two Rating Agencies (the “Underwritten AAA IO Senior Securities,” and together with the AAA P&I Senior Securities, the “Underwritten Senior Securities”); provided, that the aggregate interest on the Underwritten Senior Securities does not exceed the Underwritten Senior Securities Interest Rate specified in Annex A. Promptly after execution of this Letter Agreement, RBS and Redwood shall cooperate and work in good faith to negotiate an underwriting agreement (when executed and delivered by the parties, the “Underwriting Agreement”) in respect of the Underwritten Senior Securities substantially similar in all material respects to the underwriting agreement executed in connection with the SEMT 2013-2. It is expected that RBS shall purchase Underwritten Senior Securities in an aggregate principal amount equal to the Underwritten Senior Securities Balance specified on Annex A, subject to the Underwritten Senior Balance Permitted Variance specified on Annex A, for a purchase price equal to the product of (i) the Initial Purchase Price Percentage specified on Annex A, adjusted to reflect the Securities Price Adjustment shown in Annex A and subject to Section 9, and (ii) the actual Underwritten Senior Securities Balance as of the date of the closing of the Transaction (the “Closing Date”); provided, that at Redwood’s sole option, a variance of greater than the positive Underwritten Senior Securities Balance Permitted Variance in the principal amount of the AAA P&I Senior Securities shall be permitted solely to the extent that Redwood purchases the AAA P&I Senior Securities in excess of such variance. The Underwritten Senior Securities Interest Rate on the AAA P&I Senior Securities (without taking into account any Underwritten AAA IO Senior Securities) shall be specified on Annex A. RBS shall be entitled to receive the additional fees or discounts from Redwood in respect of the Underwritten Senior Securities as described under “Additional Fees or Discounts” specified on Annex A. Additionally, RBS acknowledges that, subsequent to the Closing Date, any securities retained by Redwood or any of its affiliates may be placed by a different underwriter or placement agent.

Underwriting Arrangement. RBS Barclays shall act as sole lead underwriter (the “Underwriter”) for the Offering of each class of AAA P&I Senior Securities; provided that, the Company shall have the right to designate one additional co-managing underwriter (the “Designated Co-Manager”) for the Offering (subject to Section 8(b) below). RBS Barclays will have the option, in its sole discretion, to strip off of the AAA P&I Senior Securities one or more Securities, an interest only certificatescertificate, which will have the same interest priority as the AAA P&I Senior Securities and which may be rated AAA or its equivalent by two Rating Agencies (( the “Underwritten AAA IO Senior Securities,” and together with the AAA P&I Senior Securities, the “Underwritten Senior Securities”); provided, that the aggregate interest on the Underwritten Senior Securities does not exceed the Underwritten Senior Securities Interest Rate specified in Annex A. Any additional classes of AAA IO Senior Securities created will be retained by Redwood unless otherwise mutually agreed to by Redwood and Barclays. Promptly after execution of this Letter Agreement, RBS Barclays and Redwood shall cooperate and work in good faith to negotiate an underwriting agreement (when executed and delivered by the parties, the “Underwriting Agreement”) in respect of the Underwritten Senior Securities substantially similar in all material respects to the underwriting agreement executed in connection with the SEMT 2013-21 transaction. It Subject to Section 9 hereof in respect of an adjustment to the AAA Purchase Price Percentage for certain delays in the closing of the Transaction, it is expected that RBS Barclays shall purchase Underwritten Senior Securities in an aggregate principal amount equal to the Underwritten Senior Securities Balance specified on Annex A, subject to the Underwritten Senior Balance Securities Permitted Variance specified on Annex A, for a purchase price equal to the product of (i) the Initial AAA Purchase Price Percentage specified on Annex A, adjusted to reflect the Securities Price Adjustment shown in Annex A and subject to Section 9, and (ii) the actual Underwritten Senior Securities Balance as of the date of the closing of the Transaction (the “Closing Date”); provided, that at Redwood’s sole option, a variance of greater than the positive Underwritten Senior Securities Balance Permitted Variance in the principal amount of the AAA P&I Senior Securities shall be permitted solely to the extent that Redwood purchases the AAA P&I Senior Securities in excess of such variance. The Underwritten Senior Securities Interest Rate on the AAA P&I Senior Securities (without taking into account any Underwritten AAA IO Senior Securities) shall be specified on Annex A. RBS Barclays shall be entitled to receive the additional fees or discounts from Redwood in respect of the Underwritten Senior Securities as described under “Additional Fees or Discounts” specified on Annex A. Additionally, RBS acknowledges that, subsequent to the Closing Date, Barclays acknowledges that any securities retained by Redwood or any of its affiliates may be placed by a different underwriter or placement agent.underwriter. RWT Holdings, Inc. Redwood Trust, Inc. February 19, 2013

Underwriting Arrangement. RBS CS shall act as sole lead underwriter (the “Underwriter”) for the Offering of each class of AAA P&I Senior Securities; provided that, the Company shall have the right to designate one additional co-managing underwriter (the “Designated Co-Manager”) for the Offering (subject to Section 8(b) below). RBS CS will have the option, in its sole discretion, to strip off of the AAA P&I Senior Securities one or more an interest only certificatescertificate, which will have the same interest priority as the AAA P&I Senior Securities and which may be rated AAA or its equivalent by two Rating Agencies (the “Underwritten AAA IO Senior Securities,” and together with the AAA P&I Senior Securities, the “Underwritten Senior Securities”); provided, that the aggregate interest on the Underwritten Senior Securities does not exceed the Underwritten Senior Securities Interest Rate specified in Annex A. Promptly after execution of this Letter Agreement, RBS CS and Redwood shall cooperate and work in good faith to negotiate an underwriting agreement (when executed and delivered by the parties, the “Underwriting Agreement”) in respect of the Underwritten Senior Securities substantially similar in all material respects to the underwriting agreement executed in connection with the SEMT 20132012-21 transaction. It Subject to Section 9 hereof in respect of an adjustment to the AAA Purchase Price Percentage for certain delays in the closing of the Transaction, it is expected that RBS CS shall purchase Underwritten Senior Securities in an aggregate principal amount equal to the Underwritten Senior Securities Balance specified on Annex A, subject to the Underwritten Senior Securities Balance Permitted Variance specified on Annex A, for a purchase price equal to the product of (i) the Initial AAA Purchase Price Percentage specified on Annex A, adjusted to reflect the Securities Price Adjustment shown in Annex A and subject to Section 9, and (ii) the actual Underwritten Senior Securities Balance as of the date of the closing of the Transaction (the “Closing Date”); provided, that at Redwood’s sole option, a variance of greater than the positive Underwritten Senior Securities Balance Permitted Variance in the principal amount of the AAA P&I Senior Securities shall be permitted solely to the extent that Redwood purchases the AAA P&I Senior Securities in excess of such variance. The Underwritten Senior Securities Interest Rate on the AAA P&I Senior Securities (without taking into account any Underwritten AAA IO Senior Securities) shall be specified on Annex A. RBS CS shall be entitled to receive the additional fees or discounts from Redwood in respect of the Underwritten Senior Securities as described under “Additional Fees or Discounts” specified on Annex A. AdditionallyRWT Holdings, RBS acknowledges thatInc. Redwood Trust, subsequent to the Closing DateInc. January 25, any securities retained by Redwood or any of its affiliates may be placed by a different underwriter or placement agent.2013

Underwriting Arrangement. RBS shall act as sole lead underwriter (the “Underwriter”) for the Offering of each class of AAA P&I Senior Securities; provided that, the Company shall have the right to designate one additional co-managing underwriter (the “Designated Co-Manager”) for the Offering (subject to Section 8(b) below). RBS will have the option, in its sole discretion, to strip off of the AAA P&I Senior Securities one or more interest only certificates, which will have the same interest priority as the AAA P&I Senior Securities and which may be rated AAA or its equivalent by two Rating Agencies (the “Underwritten AAA IO Senior Securities,” and together with the AAA P&I Senior Securities, the “Underwritten Senior Securities”); provided, that the aggregate interest on the Underwritten Senior Securities does not exceed the Underwritten Senior Securities Interest Rate specified in Annex A. Promptly after execution of this Letter Agreement, RBS and Redwood shall cooperate and work in good faith to negotiate an underwriting agreement (when executed and delivered by the parties, the “Underwriting Agreement”) in respect of the Underwritten Senior Securities substantially similar in all material respects to the underwriting agreement executed in connection with the SEMT 2013-26. It is expected that RBS shall purchase Underwritten Senior Securities in an aggregate principal amount equal to the Underwritten Senior Securities Balance specified on Annex A, subject to the Underwritten Senior Balance Permitted Variance specified on Annex A, for a purchase price equal to the product of (i) the Initial Purchase Price Percentage specified on Annex A, adjusted to reflect the Securities Price Adjustment shown in Annex A and subject to Section 9, and (ii) the actual Underwritten Senior Securities Balance as of the date of the closing of the Transaction (the “Closing Date”); provided, that at Redwood’s sole option, a variance of greater than the positive Underwritten Senior Securities Balance Permitted Variance in the principal amount of the AAA P&I Senior Securities shall be permitted solely to the extent that Redwood purchases the AAA P&I Senior Securities in excess of such variance. The Underwritten Senior Securities Interest Rate on the AAA P&I Senior Securities (without taking into account any Underwritten AAA IO Senior Securities) shall be specified on Annex A. RBS shall be entitled to receive the additional fees or discounts from Redwood in respect of the Underwritten Senior Securities as described under “Additional Fees or Discounts” specified on Annex A. Additionally, RBS acknowledges that, subsequent to the Closing Date, any securities retained by Redwood or any of its affiliates may be placed by a different underwriter or placement agent.

Underwriting Arrangement. RBS Barclays shall act as sole lead underwriter (the “Underwriter”) for the Offering of each class of AAA P&I Senior Securities; provided that, the Company shall have the right to designate one additional co-managing underwriter (the “Designated Co-Manager”) for the Offering (subject to Section 8(b) below). RBS Barclays will have the option, in its sole discretion, to strip off of the AAA P&I Senior Securities one or more an interest only certificatescertificate, which will have the same interest priority as the AAA P&I Senior Securities and which may be rated AAA or its equivalent by two Rating Agencies (the “Underwritten AAA IO Senior Securities,” and together with the AAA P&I Senior Securities, the “Underwritten Senior Securities”); provided, that the aggregate interest on the Underwritten Senior Securities does not exceed the Underwritten Senior Securities Interest Rate specified in Annex A. Promptly after execution of this Letter Agreement, RBS Barclays and Redwood shall cooperate and work in good faith to negotiate an underwriting agreement (when executed and delivered by the parties, the “Underwriting Agreement”) in respect of the Underwritten Senior Securities substantially similar in all material respects to the underwriting agreement executed in connection with the SEMT 20132012-22 transaction, a form of which is attached as Exhibit A hereto. It Subject to Section 9 hereof in respect of an adjustment to the AAA Purchase Price Percentage for certain delays in the closing of the Transaction, it is expected that RBS Barclays shall purchase Underwritten Senior Securities in an aggregate principal amount equal to the Underwritten Senior Securities Balance specified on Annex A, subject to the Underwritten Senior Balance Securities Permitted Variance specified on Annex A, for a purchase price equal to the product of (i) the Initial AAA Purchase Price Percentage specified on Annex A, adjusted to reflect the Securities Price Adjustment shown in Annex A and subject to Section 9, and (ii) the actual Underwritten Senior Securities Balance as of the date of the closing of the Transaction (the “Closing Date”); provided, that at Redwood’s sole option, a variance of greater than the positive Underwritten Senior Securities Balance Permitted Variance in the principal amount of the AAA P&I Senior Securities shall be permitted solely to the extent that Redwood purchases the AAA P&I Senior Securities in excess of such variance. The Underwritten Senior Securities Interest Rate on the AAA P&I Senior Securities (without taking into account any Underwritten AAA IO Senior Securities) shall be specified on Annex A. RBS Barclays shall be entitled to receive the additional fees or discounts from Redwood in respect of the Underwritten Senior Securities as described under “Additional Fees or Discounts” specified on Annex A. Additionally, RBS acknowledges that, subsequent to the Closing Date, any securities retained by Redwood or any of its affiliates may be placed by a different underwriter or placement agent.A.

Underwriting Arrangement. RBS Barclays shall act as sole lead underwriter (the “Underwriter”) for the Offering of each class of AAA P&I Senior Securities; provided that, the Company shall have the right to designate one additional co-managing underwriter (the “Designated Co-Manager”) for the Offering (subject to Section 8(b) below). RBS will have the option, in its sole discretion, to strip off of the AAA P&I Senior Securities one or more and an interest only certificatescertificate, which will have the same interest priority as the AAA P&I Senior Securities and which may be rated AAA or its equivalent by two Rating Agencies (( the “Underwritten AAA IO Senior Securities,” and together with the AAA P&I Senior Securities, the “Underwritten Senior Securities”); provided, that the aggregate interest on the Underwritten Senior Securities does not exceed the Underwritten Senior Securities Interest Rate specified in Annex A. Promptly after execution of this Letter Agreement, RBS Barclays and Redwood shall cooperate and work in good faith to negotiate an underwriting agreement (when executed and delivered by the parties, the “Underwriting Agreement”) in respect of the Underwritten Senior Securities substantially similar in all material respects to the underwriting agreement executed in connection with the SEMT 20132012-26 transaction. It Subject to Section 9 hereof in respect of an adjustment to the AAA Purchase Price Percentage for certain delays in the closing of the Transaction, it is expected that RBS Barclays shall purchase Underwritten Senior Securities in an aggregate principal amount equal to the Underwritten Senior Securities Balance specified on Annex A, subject to the Underwritten Senior Balance Securities Permitted Variance specified on Annex A, for a purchase price equal to the product of (i) the Initial AAA Purchase Price Percentage specified on Annex A, adjusted to reflect the Securities Price Adjustment shown in Annex A and subject to Section 9, and (ii) the actual Underwritten Senior Securities Balance as of the date of the closing of the Transaction (the “Closing Date”); provided, that at Redwood’s sole option, a variance of greater than the positive Underwritten Senior Securities Balance Permitted Variance in the principal amount of the AAA P&I Senior Securities shall be permitted solely to the extent that Redwood purchases the AAA P&I Senior Securities in excess of such variance. The Underwritten Senior Securities Interest Rate on the AAA P&I Senior Securities (without taking into account any Underwritten AAA IO Senior Securities) shall be specified on Annex A. RBS Barclays shall be entitled to receive the additional fees or discounts from Redwood in respect of the Underwritten Senior Securities as described under “Additional Fees or Discounts” specified on Annex A. AdditionallyRWT Holdings, RBS acknowledges thatInc. Redwood Trust, subsequent to the Closing DateInc. November 28, any securities retained by Redwood or any of its affiliates may be placed by a different underwriter or placement agent.2012

Underwriting Arrangement. RBS shall act as sole lead underwriter (the “Underwriter”) for the Offering of each class of AAA P&I Senior Securities; provided that, the Company shall have the right to designate one additional co-managing underwriter (the “Designated Co-Manager”) for the Offering (subject to Section 8(b) below). RBS will have the option, in its sole discretion, to strip off of the AAA P&I Senior Securities one or more an interest only certificatescertificate, which will have the same interest priority as the AAA P&I Senior Securities and which may be rated AAA or its equivalent by two Rating Agencies (the “Underwritten AAA IO Senior Securities,” and together with the AAA P&I Senior Securities, the “Underwritten Senior Securities”); provided, that the aggregate interest on the Underwritten Senior Securities does not exceed the Underwritten Senior Securities Interest Rate specified in Annex A. Promptly after execution of this Letter Agreement, RBS and Redwood shall cooperate and work in good faith to negotiate an underwriting agreement (when executed and delivered by the parties, the “Underwriting Agreement”) in respect of the Underwritten Senior Securities substantially similar in all material respects to the underwriting agreement executed in connection with the SEMT 20132012-2. It 5 transaction.. Subject to Section 9 hereof in respect of an adjustment to the AAA Purchase Price Percentage for certain delays in the closing of the Transaction, it is expected that RBS shall purchase Underwritten Senior Securities in an aggregate principal amount equal to the Underwritten Senior Securities Balance specified on Annex A, subject to the Underwritten Senior Balance Securities Permitted Variance specified on Annex A, for a purchase price equal to the product of (i) the Initial AAA Purchase Price Percentage specified on Annex A, adjusted to reflect the Securities Price Adjustment shown in Annex A and subject to Section 9, and (ii) the actual Underwritten Senior Securities Balance as of the date of the closing of the Transaction (the “Closing Date”); provided, that at Redwood’s sole option, a variance of greater than the positive Underwritten Senior Securities Balance Permitted Variance in the principal amount of the AAA P&I Senior Securities shall be permitted solely to the extent that Redwood purchases the AAA P&I Senior Securities in excess of such variance. The Underwritten Senior Securities Interest Rate on the AAA P&I Senior Securities (without taking into account any Underwritten AAA IO Senior Securities) shall be specified on Annex A. RBS shall be entitled to receive the additional fees or discounts from Redwood in respect of the Underwritten Senior Securities as described under “Additional Fees or Discounts” specified on Annex A. AdditionallyRWT Holdings, RBS acknowledges thatInc. Redwood Trust, subsequent to the Closing DateInc. December 12, any securities retained by Redwood or any of its affiliates may be placed by a different underwriter or placement agent.2012

Underwriting Arrangement. RBS Barclays shall act as sole lead underwriter (the “Underwriter”) for the Offering of each class of AAA P&I Senior Securities; provided that, the Company shall have the right to designate one additional co-managing underwriter (the “Designated Co-Manager”) for the Offering (subject to Section 8(b) below). RBS Barclays will have the option, in its sole discretion, to strip off of the AAA P&I Senior Securities one or more an interest only certificatescertificate, which will have the same interest priority as the AAA P&I Senior Securities and which may be rated AAA or its equivalent by two Rating Agencies (the “Underwritten AAA IO Senior Securities,” and together with the AAA P&I Senior Securities, the “Underwritten Senior Securities”); provided, that the aggregate interest on the Underwritten Senior Securities does not exceed the Underwritten Senior Securities Interest Rate specified in Annex A. Promptly after execution of this Letter Agreement, RBS Barclays and Redwood shall cooperate and work in good faith to negotiate an underwriting agreement (when executed and delivered by the parties, the “Underwriting Agreement”) in respect of the Underwritten Senior Securities substantially similar in all material respects to the underwriting agreement executed in connection with the SEMT 20132012-24 transaction. It Subject to Section 9 hereof in respect of an adjustment to the AAA Purchase Price Percentage for certain delays in the closing of the Transaction, it is expected that RBS Barclays shall purchase Underwritten Senior Securities in an aggregate principal amount equal to the Underwritten Senior Securities Balance specified on Annex A, subject to the Underwritten Senior Balance Securities Permitted Variance specified on Annex A, for a purchase price equal to the product of (i) the Initial AAA Purchase Price Percentage specified on Annex A, adjusted to reflect the Securities Price Adjustment shown in Annex A and subject to Section 9, and (ii) the actual Underwritten Senior Securities Balance as of the date of the closing of the Transaction (the “Closing Date”); provided, that at Redwood’s sole option, a variance of greater than the positive Underwritten Senior Securities Balance Permitted Variance in the principal amount of the AAA P&I Senior Securities shall be permitted solely to the extent that Redwood purchases the AAA P&I Senior Securities in excess of such variance. The Underwritten Senior Securities Interest Rate on the AAA P&I Senior Securities (without taking into account any Underwritten AAA IO Senior Securities) shall be specified on Annex A. RBS Barclays shall be entitled to receive the additional fees or discounts from Redwood in respect of the Underwritten Senior Securities as described under “Additional Fees or Discounts” specified on Annex A. Additionally, RBS acknowledges that, subsequent to the Closing Date, any securities retained by Redwood or any of its affiliates may be placed by a different underwriter or placement agent.A.

Underwriting Arrangement. RBS shall act as sole lead underwriter (the “Underwriter”) for the Offering of each class of AAA P&I Senior Securities; provided that, the Company shall have the right to designate one additional co-managing underwriter (the “Designated Co-Manager”) for the Offering (subject to Section 8(b) below). RBS will have the option, in its sole discretion, to strip off of the AAA P&I Senior Securities one or more an interest only certificatescertificate, which will have the same interest priority as the AAA P&I Senior Securities and which may be rated AAA or its equivalent by two Rating Agencies (the “Underwritten AAA IO Senior Securities,” and together with the AAA P&I Senior Securities, the “Underwritten Senior Securities”); provided, that the aggregate interest on the Underwritten Senior Securities does not exceed the Underwritten Senior Securities Interest Rate specified in Annex A. Promptly after execution of this Letter Agreement, RBS and Redwood shall cooperate and work in good faith to negotiate an underwriting agreement (when executed and delivered by the parties, the “Underwriting Agreement”) in respect of the Underwritten Senior Securities substantially similar in all material respects to the underwriting agreement executed in connection with the SEMT 20132012-24 transaction, a form of which is attached as Exhibit A hereto. It Subject to Section 9 hereof in respect of an adjustment to the AAA Purchase Price Percentage for certain delays in the closing of the Transaction, it is expected that RBS shall purchase Underwritten Senior Securities in an aggregate principal amount equal to the Underwritten Senior Securities Balance specified on Annex A, subject to the Underwritten Senior Balance Securities Permitted Variance specified on Annex A, for a purchase price equal to the product of (i) the Initial AAA Purchase Price Percentage specified on Annex A, adjusted to reflect the Securities Price Adjustment shown in Annex A and subject to Section 9, and (ii) the actual Underwritten Senior Securities Balance as of the date of the closing of the Transaction (the “Closing Date”); provided, that at Redwood’s sole option, a variance of greater than the positive Underwritten Senior Securities Balance Permitted Variance in the principal amount of the AAA P&I Senior Securities shall be permitted solely to the extent that Redwood purchases the AAA P&I Senior Securities in excess of such variance. The Underwritten Senior Securities Interest Rate on the AAA P&I Senior Securities (without taking into account any Underwritten AAA IO Senior Securities) shall be specified on Annex A. RBS shall be entitled to receive the additional fees or discounts from Redwood in respect of the Underwritten Senior Securities as described under “Additional Fees or Discounts” specified on Annex A. Additionally, RBS acknowledges that, subsequent to the Closing Date, any securities retained by Redwood or any of its affiliates may be placed by a different underwriter or placement agent.A.

Underwriting Arrangement. RBS Barclays shall act as sole lead underwriter (the “Underwriter”) for the Offering of each class of AAA P&I Senior Securities; provided that, the Company shall have the right to designate one additional co-managing underwriter (the “Designated Co-Manager”) for the Offering (subject to Section 8(b) below). RBS Barclays will have the option, in its sole discretion, to strip off of the AAA P&I Senior Securities one or more an interest only certificatescertificate, which will have the same interest priority as the AAA P&I Senior Securities and which may be rated AAA or its equivalent by two Rating Agencies (the “Underwritten AAA IO Senior Securities,” and together with the AAA P&I Senior Securities, the “Underwritten Senior Securities”); provided, that the aggregate interest on the Underwritten Senior Securities does not exceed the Underwritten Senior Securities Interest Rate specified in Annex A. Promptly after execution of this Letter Agreement, RBS Barclays and Redwood shall cooperate and work in good faith to negotiate an underwriting agreement (when executed and delivered by the parties, the “Underwriting Agreement”) in respect of the Underwritten Senior Securities substantially similar in all material respects to the underwriting agreement executed in connection with the SEMT 20132012-23 transaction, a form of which is attached as Exhibit A hereto. It Subject to Section 9 hereof in respect of an adjustment to the AAA Purchase Price Percentage for certain delays in the closing of the Transaction, it is expected that RBS Barclays shall purchase Underwritten Senior Securities in an aggregate principal amount equal to the Underwritten Senior Securities Balance specified on Annex A, subject to the Underwritten Senior Balance Securities Permitted Variance specified on Annex A, for a purchase price equal to the product of (i) the Initial AAA Purchase Price Percentage specified on Annex A, adjusted to reflect the Securities Price Adjustment shown in Annex A and subject to Section 9, and (ii) the actual Underwritten Senior Securities Balance as of the date of the closing of the Transaction (the “Closing Date”); provided, that at Redwood’s sole option, a variance of greater than the positive Underwritten Senior Securities Balance Permitted Variance in the principal amount of the AAA P&I Senior Securities shall be permitted solely to the extent that Redwood purchases the AAA P&I Senior Securities in excess of such variance. The Underwritten Senior Securities Interest Rate on the AAA P&I Senior Securities (without taking into account any Underwritten AAA IO Senior Securities) shall be specified on Annex A. RBS Barclays shall be entitled to receive the additional fees or discounts from Redwood in respect of the Underwritten Senior Securities as described under “Additional Fees or Discounts” specified on Annex A. AdditionallyRWT Holdings, RBS acknowledges thatInc. Redwood Trust, subsequent to the Closing DateInc. July 20, any securities retained by Redwood or any of its affiliates may be placed by a different underwriter or placement agent.2012

Underwriting Arrangement. RBS MLPF&S shall act as sole lead underwriter (the “Underwriter”) for the Offering of each class of AAA P&I Senior Securities; provided that, the Company shall have the right to designate one additional co-managing underwriter (the “Designated Co-Manager”) for the Offering (subject to Section 8(b) below). RBS MLPF&S will have the option, in its sole discretion, to strip off of the AAA P&I Senior Securities one or more interest only certificates, which will have the same interest priority as the AAA P&I Senior Securities and which may be rated AAA or its equivalent by two Rating Agencies (the “Underwritten AAA IO Senior Securities,” and together with the AAA P&I Senior Securities, the “Underwritten Senior Securities”); provided, that the aggregate interest on the Underwritten Senior Securities does not exceed the Underwritten Senior Securities Interest Rate specified in Annex A. Promptly after execution of this Letter Agreement, RBS MLPF&S and Redwood shall cooperate and work in good faith to negotiate an underwriting agreement (when executed and delivered by the parties, the “Underwriting Agreement”) in respect of the Underwritten Senior Securities substantially similar in all material respects to the underwriting agreement executed in connection with the SEMT 2013-26; provided that the MLPF&S shall receive a representation from the Company as to compliance with the requirements of paragraph (a) (b) (c) of Rule 17g-5 of the Exchange Act. It is expected that RBS MLPF&S shall purchase Underwritten Senior Securities in an aggregate principal amount equal to the Underwritten Senior Securities Balance specified on Annex A, subject to the Underwritten Senior Balance Permitted Variance specified on Annex A, for a purchase price equal to the product of (i) the Initial Purchase Price Percentage specified on Annex A, adjusted to reflect the Securities Price Adjustment shown described in Annex A and subject to Section 9, and (ii) the actual Underwritten Senior Securities Balance as of the date of the closing of the Transaction (the “Closing Date”); provided, that at Redwood’s sole option, a variance of greater than the positive Underwritten Senior Securities Balance Permitted Variance in the principal amount of the AAA P&I Senior Securities shall be permitted solely to the extent that Redwood purchases the AAA P&I Senior Securities in excess of such variance. The Underwritten Senior Securities Interest Rate on the AAA P&I Senior Securities (without taking into account any Underwritten AAA IO Senior Securities) shall be specified on Annex A. RBS MLPF&S shall be entitled to receive the additional fees or discounts from Redwood in respect of the Underwritten Senior Securities as described under “Additional Fees or Discounts” specified on Annex A. Additionally, RBS MLPF&S acknowledges that, subsequent to the Closing Date, any securities retained by Redwood or any of its affiliates may be placed by a different underwriter or placement agent.. RWT Holdings, Inc. Redwood Trust, Inc. May 23, 2013