THIRD AMENDMENT TO
MASTER REPURCHASE AGREEMENT

THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENT , dated December 12, 2014 but effective as of November 19, 2014 (the “ Effective Date ”) (this “ Amendment ”), by and between Barclays Bank PLC , a public limited company organized under the laws of England and Wales (together with its successors and assigns, “ Purchaser ”), and RAIT CMBS Conduit II, LLC , a limited liability company organized under the laws of the State of Delaware (together with its successors and permitted assigns, “ Seller ”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Repurchase Agreement (as defined below and as amended hereby).

RECITALS

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, and (iii) that certain First Omnibus Amendment to Master Repurchase Agreement and Other Transaction Documents, dated as of June 30, 2013, by and among Seller, Purchaser and RAIT Financial Trust (the “ Repurchase Agreement ”), and other Transaction Documents; and

WHEREAS , Seller and Purchaser desire to make certain modifications to the Repurchase Agreement as further set forth herein.

NOW THEREFORE , in consideration of the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1

AMENDMENT TO REPURCHASE AGREEMENT

(a) Article 2 of the Repurchase Agreement is hereby amended by deleting the definition of “Termination Date” in its entirety and replacing it with the following:

“ Termination Date ” shall mean the day that is the earlier of (i) November 18, 2015, or such later date as may be in effect pursuant to Article 3(m) hereof, or (ii) the day on which an Event of Default occurs (after all applicable grace, notice and/or cure periods).

(b) The last sentence of Article 3(m)(i) of the Repurchase Agreement is hereby deleted in its entirety and replaced with the following:

Notwithstanding anything to the contrary in this Article 3(m)(i) , in no event shall Seller be permitted to extend the Termination Date for more than one (1) Extension Period beyond the actual date set forth in clause (i) of the definition of “Termination Date”.

ARTICLE 2

REPRESENTATIONS

Each of Seller and Purchaser represents and warrants (as to itself) to the other, as of the date of this Amendment and as of the Effective Date, as follows:

(a) all representations and warranties made by it in the Repurchase Agreement are true and correct;

(b) it is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified in each jurisdiction necessary to conduct business as presently conducted;

(c) it is duly authorized to execute and deliver this Amendment and to perform its obligations under the Repurchase Agreement, as amended and modified hereby, and has taken all necessary action to authorize such execution, delivery and performance;

(d) the person signing this Amendment on its behalf is duly authorized to do so on its behalf;

(e) the execution, delivery and performance of this Amendment will not violate any Requirement of Law applicable to it or its organizational documents or any agreement by which it is bound or by which any of its assets are affected; and

(f) this Amendment has been duly executed and delivered by it; and

(g) the Repurchase Agreement, as amended and modified hereby, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, other limitations on creditors’ rights generally and general principles of equity.

ARTICLE 3
FEES AND EXPENSES

(a) Extension Fee . On the date hereof and as a condition precedent to the effectiveness of this Amendment, Seller shall pay to Purchaser an Extension Fee, such amount to be paid to Purchaser in Dollars, in immediately available funds, without deduction, set-off or counterclaim.

(b) Expenses . Seller shall pay on demand all of Purchaser’s out-of-pocket costs and expenses, including reasonable fees and expenses of accountants, attorneys and advisors, incurred in connection with the preparation, negotiation, execution and consummation of this Amendment.

ARTICLE 4

GOVERNING LAW

THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 5-140 1 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

ARTICLE 5

MISCELLANEOUS

(a) Except as expressly amended or modified hereby, the Repurchase Agreement and the other Transaction Documents shall each be and shall remain in full force and effect in accordance with their terms.

(b) The Amendment may be executed in counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. The parties intend that faxed signatures and electronically imaged signatures (such as PDF files) shall constitute original signatures and are binding on all parties.

(c) The headings in this Amendment are for convenience of reference only and shall not affect the interpretation or construction of this Amendment.

(d) This Amendment may not be amended or otherwise modified, waived or supplemented except as provided in the Repurchase Agreement.

(e) This Amendment contains a final and complete integration of all prior expressions by the parties with respect to the subject matter hereof and shall constitute the entire agreement among the parties with respect to such subject matter, superseding all prior oral or written understandings.

(f) This Amendment and the Repurchase Agreement, as amended and modified hereby, is a Transaction Document and shall be construed in accordance with the terms and provisions of the Repurchase Agreement.

[SIGNATURES FOLLOW] IN WITNESS WHEREOF , the parties have caused this Amendment to be duly executed as of the date first above written.

PURCHASER :

BARCLAYS BANK PLC , a public limited company organized under the laws of England and Wales

By: /s/ Michael Birajiclian

Name: Michael Birajiclian Title: Authorized Signatory

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SELLER :

RAIT CMBS CONDUIT II, LLC , a Delaware limited liability company

By: RAIT FUNDING, LLC , a Delaware limited liability company, its sole member and manager

By: TABERNA REALTY FINANCE TRUST , a Maryland real estate investment trust, its sole member

By: /s/ James Sebra

Name: James Sebra Title: Chief Financial Officer

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SECOND AMENDMENT TO GUARANTY

SECOND AMENDMENT TO GUARANTY , dated December 12, 2014 but effective as of November 19, 2014 (the “ Effective Date ”) (this “ Amendment ”), by and between Barclays Bank PLC , a public limited company organized under the laws of England and Wales (together with its successors and assigns, “ Purchaser ”), and RAIT Financial Trust, a Maryland real estate investment trust (together with its successors and permitted assigns, “ Guarantor ”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Guaranty (as defined below and as amended hereby).

RECITALS

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 “ Omnibus Amendment ”), by and among Seller, Purchaser and RAIT Financial Trust and (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, (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

WHEREAS , in connection with the Repurchase Agreement, Guarantor executed and delivered that certain Guaranty, dated as of November 23, 2011, by Guarantor for the benefit of Buyer, as amended by the Omnibus Amendment (the “ Guaranty ”); and

WHEREAS , Guarantor and Purchaser desire to make certain modifications to the Guaranty as further set forth herein.

NOW THEREFORE , in consideration of the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1

AMENDMENT TO GUARANTY

(a) Article V(g) of the Guaranty is hereby amended by deleting it in its entirety and replacing it with the following:

(g) Financial Covenants . Guarantor shall at all times satisfy the following financial covenants:

(i) Minimum Adjusted Book Value . Guarantor shall at all times maintain an Adjusted Book Value of not less than the sum of (x) $450 million plus (y) 75% of the net proceeds received by Guarantor in connection with any issuance of Equity Interests in Guarantor, minus (z) 100% of the amount paid by Guarantor for the repurchase of any Equity Interests in Guarantor, in each case subsequent to November 23, 2011.

(ii) Minimum Fixed Charge Coverage Ratio . Guarantor shall at all times maintain a Fixed Charge Coverage Ratio of no less than 1.20 : 1.00.

(iii) Maximum Leverage . Guarantor shall at all times maintain a ratio of (x) Total Liabilities to (y) Adjusted Total Assets of no greater than 80%.

(iv) Minimum Cash Liquidity . Guarantor shall at all times maintain Cash Liquidity of no less than $10,000,000.

(v) Minimum Total Liquidity . Guarantor shall at all times maintain Total Liquidity of no less than $20,000,000.

(b) The following definition is added to Article 1 of the Guaranty:

“ Adjusted Total Assets ” shall mean, with respect to any Person on any date, all amounts that would be included under total assets on a balance sheet of such Person and its consolidated Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP, plus accumulated depreciation, minus (i) goodwill, and (ii) the amount of deferred financing expenses and amortizing intangibles, in the aggregate, that exceeds 10% of Adjusted Book Value.

(c) The definition of “ Special Book Value Adjustments ” in Article 1 of the Guaranty is hereby amended by deleting it in its entirety and replacing it with the following:

“ Special Book Value Adjustments ” means, as of a particular date, the following adjustments, made on a cumulative basis: (i) the GAAP adjustment to Guarantor’s book value that reflects the fair value of long-term interest rate hedges maintained for RAIT CRE CDO I, Ltd. and RAIT Preferred Funding II, Ltd., plus (ii) the amount of depreciation and amortization accumulated against real estate assets owned or consolidated with Guarantor, plus (iii) the value of the recurring fees paid for collateral management and property management by Guarantor and its consolidated Subsidiaries which were not already included in Guarantor’s Total Assets, minus (iv) the impact, if any, on Guarantor’s Total Assets of consolidating Taberna Preferred Funding VIII, Ltd. and/or Taberna Preferred Funding IX, Ltd. with Guarantor.

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ARTICLE 2

REPRESENTATIONS

Guarantor represents and warrants to the Purchaser, as of the date of this Amendment and as of the Effective Date, as follows:

(a) all representations and warranties made by it in the Guaranty are true and correct;

(b) it is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified in each jurisdiction necessary to conduct business as presently conducted;

(c) it is duly authorized to execute and deliver this Amendment and to perform its obligations under the Guaranty, as amended and modified hereby, and has taken all necessary action to authorize such execution, delivery and performance;

(d) the person signing this Amendment on its behalf is duly authorized to do so on its behalf;

(e) the execution, delivery and performance of this Amendment will not violate any Requirement of Law applicable to it or its organizational documents or any agreement by which it is bound or by which any of its assets are affected; and

(f) this Amendment has been duly executed and delivered by it; and

(g) the Guaranty, as amended and modified hereby, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, other limitations on creditors’ rights generally and general principles of equity.

ARTICLE 3
EXPENSES

Guarantor shall pay on demand all of Purchaser’s out-of-pocket costs and expenses, including reasonable fees and expenses of accountants, attorneys and advisors, incurred in connection with the preparation, negotiation, execution and consummation of this Amendment.

ARTICLE 4

GOVERNING LAW

THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 5-140 1 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

ARTICLE 5

MISCELLANEOUS

(a) Except as expressly amended or modified hereby, the Guaranty and the other Transaction Documents shall each be and shall remain in full force and effect in accordance with their terms.

(b) The Amendment may be executed in counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. The parties intend that faxed signatures and electronically imaged signatures (such as PDF files) shall constitute original signatures and are binding on all parties.

(c) The headings in this Amendment are for convenience of reference only and shall not affect the interpretation or construction of this Amendment.

(d) This Amendment may not be amended or otherwise modified, waived or supplemented except as provided in the Guaranty.

(e) This Amendment contains a final and complete integration of all prior expressions by the parties with respect to the subject matter hereof and shall constitute the entire agreement among the parties with respect to such subject matter, superseding all prior oral or written understandings.

(f) This Amendment and the Guaranty, as amended and modified hereby, is a Transaction Document and shall be construed in accordance with the terms and provisions of the Guaranty.

[SIGNATURES FOLLOW] IN WITNESS WHEREOF , the parties have caused this Amendment to be duly executed as of the date first above written.

PURCHASER :

BARCLAYS BANK PLC , a public limited company organized under the laws of England and Wales

By: /s/ Michael Birajiclian

Name: Michael Birajiclian Title: Authorized Signatory

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GUARANTOR :

RAIT FINANCIAL TRUST , a Maryland a Maryland real estate investment trust

By: /s/ Scott Davidson

Name: Scott Davidson Title: President

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FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTY

THIS FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTY (this “ Amendment ”), dated as of December 12, 2014 (the “ Effective Date ”), is made by and among RAIT FINANCIAL TRUST. , a Maryland real estate investment trust (“ Guarantor ”) and CITIBANK, N.A. (together with its successors and/or assigns, “ Buyer ”).

W I T N E S S E T H :

WHEREAS , RAIT CMBS CONDUIT I, LLC , a Delaware limited liability company (“ Original Seller ”), RAIT CRE CONDUIT III, LLC , a Delaware limited liability company (“ New Seller ”; together with Original Seller, collectively, “ Seller ”) and Buyer have entered into that certain Amended and Restated Master Repurchase Agreement, dated as of July 28, 2014 (as the same may be amended, supplemented, extended, restated, replaced or otherwise modified from time to time, the “ Repurchase Agreement ”);

WHEREAS , in connection with the Repurchase Agreement, Guarantor is a party to that certain Amended and Restated Guaranty, dated as of July 28, 2014 (as the same may be amended, supplemented or otherwise modified from time to time, the “ Guaranty ”), made for the benefit of Buyer;

WHEREAS , all capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Repurchase Agreement or the Guaranty, as applicable; and

WHEREAS , Guarantor and Buyer desire to modify certain terms and provisions of the Guaranty as set forth herein.

NOW, THEREFORE , in consideration of ten dollars ($10) and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Guarantor and Buyer covenant and agree as follows as of the Effective Date:

1.  Modification of Guaranty . The Guaranty is hereby modified as of the Effective Date as follows:

The following definitions are hereby added, in alphabetical order, to Section 1 of the Guaranty or, if already present in the Guaranty, amended and restated in their entirety, as follows:

“ Adjusted Total Assets ” shall mean, with respect to any Person on any date, all amounts that would be included under total assets on a balance sheet of such Person and its consolidated Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP, plus accumulated depreciation, minus (i) goodwill, and (ii) the amount of deferred financing expenses and amortizing intangibles, in the aggregate, that exceeds 10% of Adjusted Book Value.

“ Leverage Ratio ” means, at any date of determination, the ratio, expressed as a percentage, of Total Liabilities to Adjusted Total Assets.

“ Special Book Value Adjustments ” means, as of a particular date, the following adjustments, made on a cumulative basis: (i) the GAAP adjustment to Guarantor’s book value that reflects the fair value of long-term interest rate hedges maintained for RAIT CRE CDO I, Ltd. and RAIT Preferred Funding II, Ltd., plus (ii) the amount of depreciation and amortization accumulated against real estate assets owned or consolidated with Guarantor, plus (iii) the value of the recurring fees paid for collateral management and property management by Guarantor and its consolidated Subsidiaries which were not already included in Guarantor’s Total Assets, minus (iv) the impact, if any, on Guarantor’s Total Assets of consolidating Taberna Preferred Funding VIII, Ltd. and/or Taberna Preferred Funding IX, Ltd. with Guarantor.

2.  Guarantor’s Representations . Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Amendment. This Amendment has been duly executed and delivered by or on behalf of Guarantor and constitutes the legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. No Event of Default has occurred and is continuing, and no Event of Default will occur as a result of the execution, delivery and performance by Guarantor of this Amendment. Any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required for the execution, delivery and performance by Guarantor of this Amendment has been obtained and is in full force and effect (other than consents, approvals, authorizations, orders, registrations or qualifications that if not obtained, are not reasonably likely to have a Material Adverse Effect).

3.  Reaffirmation of Guaranty . Guarantor hereby acknowledges and agrees that, notwithstanding the execution and delivery of this Amendment and the amendment of the Guaranty hereunder, all of Guarantor’s obligations under the Guaranty remain in full force and effect (as amended by this Amendment) and the same are hereby irrevocably and unconditionally ratified and confirmed by Guarantor in all respects.

4.  Conditions Precedent . This Amendment and its provision shall become effective upon the execution and delivery of this Amendment by a duly authorized officer of each of Buyer and Guarantor.

5.  Agreement Regarding Expenses . Guarantor agrees to pay Buyer’s reasonable out of pocket expenses (including reasonable legal fees) incurred in connection with the preparation and negotiation of this Amendment promptly (and after Buyer or Buyer’s counsel gives Guarantor an invoice for such expenses).

6.  Full Force and Effect . Except as expressly modified hereby, all of the terms, covenants and conditions of the Guaranty and the other Transaction Documents remain unmodified and in full force and effect and are hereby ratified and confirmed by Seller. Any inconsistency between this Amendment and the Guaranty (as it existed before this Amendment) shall be resolved in favor of this Amendment, whether or not this Amendment specifically modifies the particular provision(s) in the Guaranty inconsistent with this Amendment. All references to the “Guaranty” in the Guaranty or to the “Guaranty” in any of the other Transaction Documents shall mean and refer to the Guaranty as modified and amended hereby.

7.  No Waiver . Except with respect to the terms expressly modified by this Amendment, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Buyer under the Repurchase Agreement, the Guaranty, any of the other Transaction Documents or any other document, instrument or agreement executed and/or delivered in connection therewith.

8.  Headings . Each of the captions contained in this Amendment are for the convenience of reference only and shall not define or limit the provisions hereof.

9.  Counterparts . This Amendment may be executed in any number of counterparts, and all such counterparts shall together constitute the same agreement. Signatures delivered by email (in PDF format) shall be considered binding with the same force and effect as original signatures.

10.  Governing Law . This Amendment shall be governed in accordance with the terms and provisions of Section 23(c) of the Guaranty.

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IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by their duly authorized representatives as of the day and year first above written and effective as of the Effective Date.

GUARANTOR:

RAIT FINANCIAL TRUST
a Maryland real estate investment trust

By: /s/ James Sebra
Name: James Sebra
Title: CFO

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BUYER:

CITIBANK, N.A.

By: /s/ Richard B. Schlenger
Name: Richard B. Schlenger
Title: Authorized Signatory

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