Common use of Underwriting Arrangement Clause in Contracts

Underwriting Arrangement. Barclays shall act as sole lead underwriter (the “Underwriter”) for the Offering of each class of AAA P&I Senior Securities. Barclays will have the option, in its sole discretion, to strip off of the AAA P&I Senior Securities an interest only certificate, 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, 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 2012-3 transaction, a form of which is attached as Exhibit A hereto. 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 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 Securities Permitted Variance specified on Annex A, for a purchase price equal to the product of (i) the AAA Purchase Price Percentage specified on Annex A and (ii) the 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 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. 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. RWT Holdings, Inc. Redwood Trust, Inc. July 20, 2012

Underwriting Arrangement. Barclays shall act as sole lead underwriter (the “Underwriter”) for the Offering of each class of AAA P&I Senior Securities. Barclays will have the option, in its sole discretion, to strip off of the AAA P&I Senior Securities Securities, an interest only certificate, 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, 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 20122013-3 1 transaction, a form of which is attached as Exhibit A hereto. 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 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 Securities Permitted Variance specified on Annex A, for a purchase price equal to the product of (i) the AAA Purchase Price Percentage specified on Annex A and (ii) the 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 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. 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, 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. RWT Holdings, Inc. Redwood Trust, Inc. July 20February 19, 20122013

Underwriting Arrangement. Barclays shall act as sole lead underwriter (the “Underwriter”) for the Offering of each class of AAA P&I Senior Securities. Barclays will have the option, in its sole discretion, to strip off of the AAA P&I Senior Securities an interest only certificate, 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, 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 2012-3 2 transaction, a form of which is attached as Exhibit A hereto. 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 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 Securities Permitted Variance specified on Annex A, for a purchase price equal to the product of (i) the AAA Purchase Price Percentage specified on Annex A and (ii) the 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 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. 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. RWT Holdings, Inc. Redwood Trust, Inc. July 20, 2012A.

Underwriting Arrangement. Barclays shall act as sole lead underwriter (the “Underwriter”) for the Offering of each class of AAA P&I Senior Securities. Barclays will have the option, in its sole discretion, to strip off of the AAA P&I Senior Securities an interest only certificate, 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, 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 2012-3 4 transaction, a form of which is attached as Exhibit A hereto. 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 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 Securities Permitted Variance specified on Annex A, for a purchase price equal to the product of (i) the AAA Purchase Price Percentage specified on Annex A and (ii) the 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 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. 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. RWT Holdings, Inc. Redwood Trust, Inc. July 20, 2012A.

Underwriting Arrangement. Barclays RBS shall act as sole lead underwriter (the “Underwriter”) for the Offering of each class of AAA P&I Senior Securities. Barclays RBS will have the option, in its sole discretion, to strip off of the AAA P&I Senior Securities an interest only certificate, 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, Barclays 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 2012-3 4 transaction, a form of which is attached as Exhibit A hereto. 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 Barclays 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 Securities Permitted Variance specified on Annex A, for a purchase price equal to the product of (i) the AAA Purchase Price Percentage specified on Annex A and (ii) the 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 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. Barclays 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. RWT Holdings, Inc. Redwood Trust, Inc. July 20, 2012A.

Underwriting Arrangement. Barclays 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). Barclays RBS will have the option, in its sole discretion, to strip off of the AAA P&I Senior Securities an one or more interest only certificatecertificates, 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, Barclays 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 20122013-3 transaction, a form of which is attached as Exhibit A hereto2. 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 It is expected that Barclays 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 Securities Balance Permitted Variance specified on Annex A, for a purchase price equal to the product of (i) the AAA 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. Barclays 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. RWT HoldingsAdditionally, Inc. RBS acknowledges that, subsequent to the Closing Date, any securities retained by Redwood Trust, Inc. July 20, 2012or any of its affiliates may be placed by a different underwriter or placement agent.

Underwriting Arrangement. Barclays shall act as sole lead underwriter (the “Underwriter”) for the Offering of each class of AAA P&I Senior Securities. Barclays will have the option, in its sole discretion, to strip off of the AAA P&I Senior Securities and an interest only certificate, 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, 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 2012-3 6 transaction, a form of which is attached as Exhibit A hereto. 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 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 Securities Permitted Variance specified on Annex A, for a purchase price equal to the product of (i) the AAA Purchase Price Percentage specified on Annex A and (ii) the 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 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. 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. RWT Holdings, Inc. Redwood Trust, Inc. July 20November 28, 2012

Underwriting Arrangement. Barclays MLPF&S shall act as sole lead underwriter (the “Underwriter”) for the Offering of each class of AAA P&I Senior Securities. Barclays MLPF&S will have the option, in its sole discretion, to strip off of the AAA P&I Senior Securities an one or more interest only certificatecertificates, 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, Barclays 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 20122013-3 transaction, 6; provided that the MLPF&S shall receive a form representation from the Company as to compliance with the requirements of which is attached as Exhibit A hereto. Subject to Section 9 hereof in respect paragraph (a) (b) (c) of an adjustment to the AAA Purchase Price Percentage for certain delays in the closing Rule 17g-5 of the Transaction, it Exchange Act. It is expected that Barclays 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 Securities Balance Permitted Variance specified on Annex A, for a purchase price equal to the product of (i) the AAA Initial Purchase Price Percentage specified on Annex A A, adjusted to reflect the Securities Price Adjustment described in 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. Barclays 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, 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. July 20May 23, 20122013

Underwriting Arrangement. Barclays RBS shall act as sole lead underwriter (the “Underwriter”) for the Offering of each class of AAA P&I Senior Securities. Barclays RBS will have the option, in its sole discretion, to strip off of the AAA P&I Senior Securities an one or more interest only certificatecertificates, 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, Barclays 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 20122013-3 transaction, a form of which is attached as Exhibit A hereto6. 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 It is expected that Barclays 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 Securities Balance Permitted Variance specified on Annex A, for a purchase price equal to the product of (i) the AAA 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. Barclays 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. RWT HoldingsAdditionally, Inc. RBS acknowledges that, subsequent to the Closing Date, any securities retained by Redwood Trust, Inc. July 20, 2012or any of its affiliates may be placed by a different underwriter or placement agent.

Underwriting Arrangement. Barclays CS shall act as sole lead underwriter (the “Underwriter”) for the Offering of each class of AAA P&I Senior Securities. Barclays CS will have the option, in its sole discretion, to strip off of the AAA P&I Senior Securities an interest only certificate, 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, Barclays 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 2012-3 1 transaction, a form of which is attached as Exhibit A hereto. 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 Barclays 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 AAA Purchase Price Percentage specified on Annex A and (ii) the 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. Barclays 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. RWT Holdings, Inc. Redwood Trust, Inc. July 20January 25, 20122013

Underwriting Arrangement. Barclays RBS shall act as sole lead underwriter (the “Underwriter”) for the Offering of each class of AAA P&I Senior Securities. Barclays RBS will have the option, in its sole discretion, to strip off of the AAA P&I Senior Securities an interest only certificate, 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, Barclays 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 2012-3 5 transaction, a form of which is attached as Exhibit A hereto. .. 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 Barclays 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 Securities Permitted Variance specified on Annex A, for a purchase price equal to the product of (i) the AAA Purchase Price Percentage specified on Annex A and (ii) the 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 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. Barclays 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. RWT Holdings, Inc. Redwood Trust, Inc. July 20December 12, 2012