0001193125-11-134252 Sample Contracts

LOAN AGREEMENT Dated as of April 29, 2011 Between IRT COPPER MILL APARTMENTS TEXAS, LLC, as Borrower and RAIT PARTNERSHIP, L.P., as Lender
Loan Agreement • May 10th, 2011 • Independence Realty Trust, Inc • Real estate investment trusts • Pennsylvania

THIS LOAN AGREEMENT, dated as of April 29, 2011 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between RAIT PARTNERSHIP, L.P., a Delaware limited partnership, as lender, having an address at c/o RAIT Financial Trust, Cira Centre, 2929 Arch Street, 17th Floor, Philadelphia, PA 19104-2870 (together with its successors and/or assigns, “Lender”) and IRT COPPER MILL APARTMENTS TEXAS, LLC, a Delaware limited liability company, having its principal place of business at c/o RAIT Financial Trust, Cira Centre, 2929 Arch Street, 17th Floor, Philadelphia, PA 19104-2870 (together with its successors and/or assigns, “Borrower”).

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LOAN AGREEMENT Dated as of April 29, 2011 Between IRT CRESTMONT APARTMENTS GEORGIA, LLC, as Borrower and RAIT PARTNERSHIP, L.P., as Lender
Loan Agreement • May 10th, 2011 • Independence Realty Trust, Inc • Real estate investment trusts • Pennsylvania

THIS LOAN AGREEMENT, dated as of April 29, 2011 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between RAIT PARTNERSHIP, L.P., a Delaware limited partnership, as lender, having an address at c/o RAIT Financial Trust, Cira Centre, 2929 Arch Street, 17th Floor, Philadelphia, PA 19104-2870 (together with its successors and/or assigns, “Lender”) and IRT CRESTMONT APARTMENTS GEORGIA, LLC, a Delaware limited liability company, having its principal place of business at c/o RAIT Financial Trust, Cira Centre, 2929 Arch Street, 17th Floor, Philadelphia, PA 19104-2870 (together with its successors and/or assigns, “Borrower”).

GUARANTY OF NON-RECOURSE CARVEOUTS
Guaranty of Non-Recourse Carveouts • May 10th, 2011 • Independence Realty Trust, Inc • Real estate investment trusts

THIS GUARANTY OF NON-RECOURSE CARVEOUTS (this “Guaranty”), is made this 29th day of April, 2011 by INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Guarantor”) for the benefit of RAIT PARTNERSHIP, L.P., a Delaware limited partnership (together with its successors and assigns, “Lender”).

FORM OF PROPERTY MANAGEMENT AGREEMENT FOR [ ] Between [ ], as Owner And Jupiter Communities, LLC, as Manager
Property Management Agreement • May 10th, 2011 • Independence Realty Trust, Inc • Real estate investment trusts

This PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2011 (the “Effective Date”) by and between [ ], a [ ] (the “Owner”), and Jupiter Communities, LLC, a Delaware limited liability company (“Manager”). Certain defined terms used in this Agreement have the meanings ascribed to such terms in Article 1 of this Agreement.

FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND PROMISSORY NOTES
Loan and Security Agreement • May 10th, 2011 • Independence Realty Trust, Inc • Real estate investment trusts • Pennsylvania

THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND PROMISSORY NOTES (this “Amendment”) is made as of the 29th day of April, 2011 (the “Effective Date”), by and between IRT BELLE CREEK APARTMENTS COLORADO, LLC, a Delaware limited liability company (“Borrower”), and RAIT PARTNERSHIP, L.P., a Delaware limited partnership (“Interim Guarantor”), and INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“New Guarantor”), and RAIT CRE CDO I, LTD., an exempted company incorporated under the laws of the Cayman Islands (together with its successors and assigns, “Lender”).

GUARANTY OF NON-RECOURSE CARVEOUTS
Guaranty of Non-Recourse Carveouts • May 10th, 2011 • Independence Realty Trust, Inc • Real estate investment trusts • Pennsylvania

THIS GUARANTY OF NON-RECOURSE CARVEOUTS (this “Guaranty”) is dated effective as of the 29th day of April, 2011, is made by INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Guarantor”), for the benefit of RAIT CRE CDO I, LTD., a Cayman Islands limited liability company (together with its successors and assigns, “Lender”).

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP
Limited Partnership Agreement • May 10th, 2011 • Independence Realty Trust, Inc • Real estate investment trusts • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP (this “Agreement”), dated as of April 29, 2011 (the “Effective Date”), is entered into by and among INDEPENDENCE REALTY TRUST, INC., a Maryland corporation, as general partner (the “General Partner”), RAIT NTR HOLDINGS, LLC, a Delaware limited liability company, as the initial limited partner (the “Initial Limited Partner”), and the Limited Partners party hereto from time to time.

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT AND PROMISSORY NOTE
Loan and Security Agreement and Promissory Note • May 10th, 2011 • Independence Realty Trust, Inc • Real estate investment trusts • Pennsylvania

THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT AND PROMISSORY NOTE (this “Amendment”) is made as of the 29th day of April, 2011 (the “Effective Date”), by and between IRT TRESA AT ARROWHEAD ARIZONA, LLC, a Delaware limited liability company (“Borrower”), and RAIT PARTNERSHIP, L.P., a Delaware limited partnership (“Interim Guarantor”), and INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“New Guarantor”), and RAIT CRE CDO I, LTD., an exempted company incorporated under the laws of the Cayman Islands (together with its successors and assigns, “Lender”).

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