0001144204-10-041924 Sample Contracts

GUARANTEE AGREEMENT BETWEEN REDWOOD TRUST, INC. (AS GUARANTOR) (as Trustee) dates as of ____________
Guarantee Agreement • August 6th, 2010 • Redwood Capital Trust Ii • Real estate investment trusts • New York

GUARANTEE AGREEMENT, dated as of _____ (this “Guarantee Agreement”), entered into between Redwood Trust, Inc., a Maryland corporation having its principal office at One Belvedere Place, Suite 300, Mill Valley, California, 94941 (the “Guarantor”), and [______], as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of REDWOOD CAPITAL TRUST II, a Delaware statutory trust (the “Issuer”).

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TRUST AGREEMENT
Trust Agreement • August 6th, 2010 • Redwood Capital Trust Ii • Real estate investment trusts • Delaware

This TRUST AGREEMENT, dated as of July 29, 2010, by and between Redwood Trust Inc., a Maryland corporation (the “Sponsor”), and Wells Fargo Delaware Trust Company, N.A., a national banking association, as Delaware trustee (the “Delaware Trustee”).

Contract
Trust Agreement • August 6th, 2010 • Redwood Capital Trust Ii • Real estate investment trusts • Delaware
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