0001193125-11-297251 Sample Contracts

MASTER REPURCHASE AGREEMENT Dated as of October 27, 2011 between RAIT CMBS CONDUIT I, LLC, as Seller, and CITI BANK, N.A., as Buyer
Master Repurchase Agreement • November 4th, 2011 • RAIT Financial Trust • Real estate investment trusts • New York

MASTER REPURCHASE AGREEMENT, dated as of October 27, 2011, by and among RAIT CMBS CONDUIT I, LLC, a Delaware limited liability company (“Seller”) and CITIBANK, N.A., a national banking association (“Buyer”).

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GUARANTY
Guaranty • November 4th, 2011 • RAIT Financial Trust • Real estate investment trusts • New York

This GUARANTY (this “Guaranty”) is made and entered into by RAIT FINANCIAL TRUST, a Maryland real estate investment trust, whose address is 450 Park Avenue, New York, New York 10022 (“Guarantor”), for the benefit of CITIBANK, N.A., a national banking association whose address is 388 Greenwich Street, New York, New York 10013 (“Buyer”) on this October 27, 2011. This Guaranty is made with reference to the following facts (with some capitalized terms being defined below):

INDENTURE between RAIT FINANCIAL TRUST and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee Dated as of October 5, 2011
Indenture • November 4th, 2011 • RAIT Financial Trust • Real estate investment trusts • New York

This INDENTURE (this “Indenture”), dated as of October 5, 2011, is between RAIT FINANCIAL TRUST, a Maryland real estate investment trust (the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association as trustee (in such capacity, the “Trustee”).

EXCHANGE AGREEMENT among RAIT FINANCIAL TRUST and TABERNA PREFERRED FUNDING VIII, LTD. Dated as of October 5, 2011
Exchange Agreement • November 4th, 2011 • RAIT Financial Trust • Real estate investment trusts • New York

This Exchange Agreement (this “Agreement”) is made and entered into as of this 5th day of October, 2011 by and among RAIT FINANCIAL TRUST, a Maryland real estate investment trust (the “Company”) and TABERNA PREFERRED FUNDING VIII, LTD. (“Taberna”).

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