0001564590-17-013152 Sample Contracts

THIRD AMENDMENT TO GUARANTY
RAIT Financial Trust • June 30th, 2017 • Real estate investment trusts • New York

WHEREAS, Seller and Purchaser are parties to that certain Master Repurchase Agreement, dated as of November 23, 2011, as amended by (i) that certain First Amendment to the Master Repurchase Agreement, dated as of December 27, 2011, by and between Seller and Purchaser, (ii) that certain Second Amendment to the Master Repurchase Agreement, dated as of February 16, 2012, by and between Seller and Purchaser, (iii) that certain First Omnibus Amendment to Master Repurchase Agreement and Other Transaction Documents, dated as of June 30, 2013 (the “First Omnibus Amendment”), by and among Seller, Purchaser and Guarantor, (iv) that certain Third Amendment to the Master Repurchase Agreement, dated December 12, 2014 but effective as of November 19, 2014, by and between Seller and Purchaser, and (v) that certain Second Omnibus Amendment to Master Repurchase Agreement and Other Transaction Documents, dated December 28, 2016 but effective as of November 16, 2016 (the “Second Omnibus Amendment”), by a

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FIRST AMENDMENT TO GUARANTY
RAIT Financial Trust • June 30th, 2017 • Real estate investment trusts • New York

WHEREAS, Seller and Purchaser are parties to that certain Master Repurchase Agreement, dated as of December 23, 2014, as amended by that certain Omnibus Amendment to Master Repurchase Agreement and Other Transaction Documents, dated December 28, 2016 but effective as of December 20, 2016 (the “Omnibus Amendment”), by and among Seller, Purchaser and Guarantor (as the same may be further amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “Repurchase Agreement”), and other Transaction Documents; and

SECOND AMENDMENT TO AMENDED AND RESTATED GUARANTY
Guaranty • June 30th, 2017 • RAIT Financial Trust • Real estate investment trusts

THIS SECOND AMENDMENT TO AMENDED AND RESTATED GUARANTY (this “Amendment”), dated as of June 29, 2017 (the “Effective Date”), is made by RAIT FINANCIAL TRUST., a Maryland real estate investment trust, whose address is Two Logan Square, 100 N. 18th Street, 23rd Floor, Philadelphia, Pennsylvania 19103 (“Guarantor”), for the benefit of CITIBANK, N.A., whose address is 388 Greenwich Street, New York, New York 10013 (together with its successors and/or assigns, “Buyer”), and is acknowledged and agreed to by RAIT CMBS CONDUIT I, LLC, a Delaware limited liability company, whose address is c/o RAIT. Financial Trust, Two Logan Square, 100 N. 18th Street, 23rd Floor, Philadelphia, Pennsylvania 19103 (“RAIT I”) and RAIT CRE CONDUIT III, LLC, a Delaware limited liability company, whose address is c/o RAIT. Financial Trust, Two Logan Square, 100 N. 18th Street, 23rd Floor, Philadelphia, Pennsylvania 19103 (“RAIT III”; and together with RAIT I, collectively, “Seller”).

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