EX-10.3






GUARANTY AGREEMENT




THIS GUARANTY AGREEMENT (the “Guaranty”) is executed as of February 7, 2014, by INDEPENDENCE
REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership, having an address at 2929 Arch
Street, 17th Floor, Philadelphia, Pennsylvania 19104 (whether one or more, together
with its permitted successors and assigns, collectively referred to as “Guarantor”), for the
benefit of BANK OF AMERICA, N.A., a national banking association, having an address at 214 North
Tryon Street, NC1-027-15-01, Charlotte, North Carolina 28255 (together with its successors and
assigns, “Lender”).



W I T N E S S E T H

:




WHEREAS, pursuant to that certain Promissory Note, dated of even date herewith, executed by
IRT Eagle Ridge Apartments Owner, LLC, a Delaware limited liability company (“Borrower”), and
payable to the order of Lender in the original principal amount of Eighteen Million Eight Hundred
Fifty Thousand and 00/100 Dollars ($18,850,000.00) (as the same may be amended, restated, replaced,
supplemented, or otherwise modified from time to time, the “Note”), Borrower has become indebted,
and may from time to time be further indebted, to Lender with respect to a loan (“Loan”) made
pursuant to that certain Loan Agreement, of even date herewith between Borrower and Lender (as the
same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the
“Loan Agreement”), which Loan is secured by that certain Mortgage, Assignment of Leases and Rents
and Security Agreement of even date herewith (as the same may be amended, restated, replaced,
supplemented, or otherwise modified from time to time, the “Mortgage”), and further evidenced,
secured or governed by other instruments and documents executed in connection with the Loan
(together with the Note, the Loan Agreement and Mortgage, collectively, the “Loan Documents”);



WHEREAS, Lender is not willing to make the Loan, or otherwise extend credit, to Borrower
unless Guarantor unconditionally guarantees payment and performance to Lender of the Guaranteed
Obligations (as herein defined); and



WHEREAS, Guarantor is the owner of a direct or indirect interest in Borrower, and Guarantor
will directly benefit from Lender’s making the Loan to Borrower.



NOW, THEREFORE, as an inducement to Lender to make the Loan to Borrower, and for other good
and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the
parties do hereby agree as follows:



ARTICLE I




NATURE AND SCOPE OF GUARANTY




1.1 Guaranty of Obligation. Guarantor hereby irrevocably and unconditionally
guarantees to Lender and its successors and assigns the payment and performance of the Guaranteed
Obligations as and when the same shall be due and payable, whether by lapse of time, by
acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants
and agrees that it is liable for the Guaranteed Obligations as a primary obligor.



1.2 Definition of Guaranteed Obligations.(a) As used herein, the term “Guaranteed
Obligations” means all obligations and liabilities of Borrower pursuant to Section 15.1 of the Loan
Agreement.



1.3 Nature of Guaranty. This Guaranty is an irrevocable, absolute, continuing
guaranty of payment and performance and not a guaranty of collection. This Guaranty may not be
revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations
arising or created after any attempted revocation by Guarantor and after (if Guarantor is a natural
person) Guarantor’s death (in which event this Guaranty shall be binding upon Guarantor’s estate
and Guarantor’s legal representatives and heirs). The fact that at any time or from time to time
the Guaranteed Obligations may be increased or reduced shall not release or discharge the
obligation of Guarantor to Lender with respect to the Guaranteed Obligations. This Guaranty may be
enforced by Lender and any subsequent holder of the Note and shall not be discharged by the
assignment or negotiation of all or part of the Note.



1.4 Guaranteed Obligations Not Reduced by Offset. The Guaranteed Obligations and the
liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or
released because or by reason of any existing or future offset, claim or defense of Borrower, or
any other party, against Lender or against payment of the Guaranteed Obligations, whether such
offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions
creating the Guaranteed Obligations) or otherwise.



1.5 Payment By Guarantor. If all or any part of the Guaranteed Obligations shall not
be punctually paid when due, whether at demand, maturity, acceleration or otherwise, Guarantor
shall, immediately upon demand by Lender, and without presentment, protest, notice of protest,
notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of
the maturity, or any other notice whatsoever, pay in lawful money of the United States of America,
the amount due on the Guaranteed Obligations to Lender at Lender’s address as set forth herein.
Such demand(s) may be made at any time coincident with or after the time for payment of all or part
of the Guaranteed Obligations, and may be made from time to time with respect to the same or
different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in
accordance with the notice provisions hereof.



1.6 No Duty To Pursue Others. It shall not be necessary for Lender (and Guarantor
hereby waives any rights which Guarantor may have to require Lender), in order to enforce the
obligations of Guarantor hereunder, first to (a) institute suit or exhaust its remedies against
Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (b)
enforce Lender’s rights against any collateral which shall ever have been given to secure the Loan,
(c) enforce Lender’s rights against any other guarantors of the Guaranteed Obligations, (d) join
Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this
Guaranty, (e) exhaust any remedies available to Lender against any collateral which shall ever have
been given to secure the Loan, or (f) resort to any other means of obtaining payment of the
Guaranteed Obligations. Lender shall not be required to mitigate damages or take any other action
to reduce, collect or enforce the Guaranteed Obligations.



1.7 Waivers. Guarantor agrees to the provisions of the Loan Documents, and hereby
waives notice of, and any rights of consent to: (a) any loans or advances made by Lender to
Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Loan
Agreement or of any other Loan Documents, (d) the execution and delivery by Borrower and Lender of
any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes
or other documents arising under the Loan Documents or in connection with the Property, (e) the
occurrence of any breach by Borrower or an Event of Default, (f) Lender’s transfer or disposition
of the Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or posting or
advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) protest,
proof of non-payment or default by Borrower, and (i) any other action at any time taken or omitted
by Lender, and, generally, all demands and notices of every kind in connection with this Guaranty,
the Loan Documents, any documents or agreements evidencing, securing or relating to any of the
Guaranteed Obligations.



1.8 Payment of Expenses. In the event that Guarantor should breach or fail to timely
perform any provisions of this Guaranty, Guarantor shall, immediately upon demand by Lender, pay
Lender all reasonable costs and expenses (including court costs and reasonable attorneys’ fees)
incurred by Lender in the enforcement hereof or the preservation of Lender’s rights hereunder. The
covenant contained in this Section 1.8 shall survive the payment and performance of the
Guaranteed Obligations.



1.9 Effect of Bankruptcy. In the event that, pursuant to any insolvency, bankruptcy,
reorganization, receivership or other debtor relief law, or any judgment, order or decision
thereunder, Lender must rescind or restore any payment, or any part thereof, received by Lender in
satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge
from the terms of this Guaranty given to Guarantor by Lender shall be without effect, and this
Guaranty shall remain in full force and effect. It is the intention of Borrower and Guarantor that
Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s performance of such
obligations and then only to the extent of such performance.



1.10 Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything
to the contrary contained in this Guaranty, Guarantor hereby unconditionally and irrevocably
waives, releases and abrogates any and all rights it may now or hereafter have under any agreement,
at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights
of Lender), to assert any claim against or seek contribution, indemnification or any other form of
reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed
Obligations for any payment made by Guarantor under or in connection with this Guaranty or
otherwise.



1.11 Borrower. The term “Borrower” as used herein shall include any new or successor
corporation, association, partnership (general or limited), limited liability company, joint
venture, trust or other individual or organization formed as a result of any merger,
reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower.



1.12 Net Worth/Liquidity.(a) So long as the Loan and any of the obligations set forth
in the Loan Documents remain outstanding, Guarantor shall maintain (i) a minimum Net Worth (as
defined herein) of not less than $10,000,000.00 and (ii) Liquidity (as defined herein) of no less
than $600,000.00 (the above items, (i) and (ii), collectively, the “Minimum Financial Criteria”).



As used herein:



“Net Worth” shall mean net worth as calculated in accordance with generally accepted
accounting principles (or other principles acceptable to Lender).



“Liquidity” shall mean (a) unencumbered Cash and Cash Equivalents of Guarantor and (b)
marketable securities of Guarantor, each valued in accordance with GAAP (or other principles
acceptable to Lender).



“Cash and Cash Equivalents” shall mean all unrestricted or unencumbered (A) cash and (B) any
of the following: (x) marketable direct obligations issued or unconditionally guaranteed by the
United States Government or issued by an agency thereof and backed by the full faith and credit of
the United States; (y) marketable direct obligations issued by any state of the United States of
America or any political subdivision of any such state or any public instrumentality thereof which,
at the time of acquisition, has one of the two highest ratings obtainable from any two (2) of
Standard & Poor’s Corporation, Moody’s Investors Service, Inc. or Fitch Investors (or, if at any
time no two of the foregoing shall be rating such obligations, then from such other nationally
recognized rating services as may be reasonably acceptable to Lender) and is not listed for
possible down-grade in any publication of any of the foregoing rating services; (z) domestic
certificates of deposit or domestic time deposits or repurchase agreements issued by any commercial
bank organized under the laws of the United States of America or any state thereof or the District
of Columbia having combined capital and surplus of not less than $1,000,000,000.00, which
commercial bank has a rating of at least either AA or such comparable rating from Standard & Poor’s
Corporation or Moody’s Investors Service, Inc., respectively; (aa) any funds deposited or invested
by Guarantor in accounts maintained with Lender and which are not held in escrow for, or pledged as
security for, any obligations of Guarantor, Borrower and/or any of their affiliates; (bb) money
market funds having assets under management in excess of $2,000,000,000.00 and/or (cc) any
unrestricted stock, shares, certificates, bonds, debentures, notes or other instrument which
constitutes a “security” under the Security Act of 1933 (other than Guarantor, Borrower and/or any
of their affiliates) which are freely tradable on any nationally recognized securities exchange and
are not otherwise encumbered by Guarantor.



ARTICLE II




EVENTS AND CIRCUMSTANCES NOT REDUCING

OR DISCHARGING GUARANTOR’S OBLIGATIONS




Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor’s
obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely
affected by any of the following, and waives any common law, equitable, statutory or other rights
(including without limitation rights to notice) which Guarantor might otherwise have as a result of
or in connection with any of the following:



2.1 Modifications. Any renewal, extension, increase, modification, alteration or
rearrangement of all or any part of the Guaranteed Obligations, the Note, the Mortgage, the Loan
Agreement, the other Loan Documents, or any other document, instrument, contract or understanding
between Borrower and Lender, or any other parties, pertaining to the Guaranteed Obligations or any
failure of Lender to notify Guarantor of any such action.



2.2 Adjustment. Any adjustment, indulgence, forbearance or compromise that might be
granted or given by Lender to Borrower or any Guarantor.



2.3 Condition of Borrower or Guarantor. The insolvency, bankruptcy, arrangement,
adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower,
Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed
Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease or transfer of any or
all of the assets of Borrower or Guarantor, or any changes in the shareholders, partners or members
of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.



2.4 Invalidity of Guaranteed Obligations. The invalidity, illegality or
unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement
executed in connection with the Guaranteed Obligations, for any reason whatsoever, including
without limitation the fact that (a) the Guaranteed Obligations, or any part thereof, exceeds the
amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is
ultra vires, (c) the officers or representatives executing the Note, the Mortgage,
the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations
acted in excess of their authority, (d) the Guaranteed Obligations violate applicable usury laws,
(e) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement)
which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, (f) the
creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and
performance of any document or instrument representing part of the Guaranteed Obligations or
executed in connection with the Guaranteed Obligations, or given to secure the repayment of the
Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Mortgage,
the Loan Agreement or any of the other Loan Documents have been forged or otherwise are irregular
or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless
of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any
part thereof for any reason.



2.5 Release of Obligors. Any full or partial release of the liability of Borrower on
the Guaranteed Obligations, or any part thereof, or of any co-guarantors, or any other person or
entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and
severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any
part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be
required to pay the Guaranteed Obligations in full without assistance or support of any other
party, and Guarantor has not been induced to enter into this Guaranty on the basis of a
contemplation, belief, understanding or agreement that other Persons will be liable to pay or
perform the Guaranteed Obligations, or that Lender will look to other Persons to pay or perform the
Guaranteed Obligations.



2.6 Other Collateral. The taking or accepting of any other security, collateral or
guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.



2.7 Release of Collateral. Any release, surrender, exchange, subordination,
deterioration, waste, loss or impairment (including without limitation negligent, willful,
unreasonable or unjustifiable impairment) of any collateral, property or security at any time
existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed
Obligations.



2.8 Care and Diligence. The failure of Lender or any other party to exercise diligence
or reasonable care in the preservation, protection, enforcement, sale or other handling or
treatment of all or any part of such collateral, property or security, including but not limited to
any neglect, delay, omission, failure or refusal of Lender (a) to take or prosecute any action for
the collection of any of the Guaranteed Obligations or (b) to foreclose, or initiate any action to
foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security
therefor, or (c) to take or prosecute any action in connection with any instrument or agreement
evidencing or securing all or any part of the Guaranteed Obligations.



2.9 Unenforceability. The fact that any collateral, security, security interest or
lien contemplated or intended to be given, created or granted as security for the repayment of the
Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall
prove to be unenforceable or subordinate to any other security interest or lien, it being
recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance
on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value
of any of the collateral for the Guaranteed Obligations.



2.10 Offset. Any existing or future right of offset, claim or defense of Borrower or
Guarantor against Lender, or any other Person, or against payment of the Guaranteed Obligations,
whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations
(or the transactions creating the Guaranteed Obligations) or otherwise.



2.11 Merger. The reorganization, merger or consolidation of Borrower into or with any
other corporation or entity.



2.12 Preference. Any payment by Borrower to Lender is held to constitute a preference
under bankruptcy laws, or for any reason Lender is required to refund such payment or pay such
amount to Borrower or someone else.



2.13 Other Actions Taken or Omitted. Any other action taken or omitted to be taken
with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral
therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood
that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it
is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay
the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action,
or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or
particularly described herein, which obligation shall be deemed satisfied only upon the full and
final payment and satisfaction of the Guaranteed Obligations.



ARTICLE III




REPRESENTATIONS AND WARRANTIES




To induce Lender to enter into the Loan Documents and extend credit to Borrower, Guarantor
represents and warrants to Lender as of the date hereof as follows:



3.1 Benefit. Guarantor is an Affiliate of Borrower, is the owner of a direct or
indirect interest in Borrower, and has received, or will receive, direct or indirect benefit from
the making of this Guaranty with respect to the Guaranteed Obligations.



3.2 Familiarity and Reliance. Guarantor is familiar with, and has independently
reviewed books and records regarding, the financial condition of Borrower and is familiar with the
value of any and all collateral intended to be created as security for the payment of the Note or
Guaranteed Obligations; however, Guarantor is not relying on such financial condition or the
collateral as an inducement to enter into this Guaranty.



3.3 No Representation By Lender. Neither Lender nor any other party has made any
representation, warranty or statement to Guarantor in order to induce the Guarantor to execute this
Guaranty.



3.4 Guarantor’s Financial Condition. As of the date hereof, and after giving effect
to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will be,
solvent, and has and will have assets which, fairly valued, exceed its obligations, liabilities
(including contingent liabilities) and debts, and has and will have property and assets sufficient
to satisfy and repay its obligations and liabilities.



3.5 Legality. The execution, delivery and performance by Guarantor of this Guaranty
and the consummation of the transactions contemplated hereunder do not, and will not, contravene or
conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute
a default (or an event which with notice or lapse of time or both would constitute a default)
under, or result in the breach of, any indenture, mortgage, deed of trust, charge, lien, or any
contract, agreement or other instrument to which Guarantor is a party or which may be applicable to
Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is enforceable in
accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general
application relating to the enforcement of creditors’ rights.



3.6 Litigation. There are no actions, suits or proceedings at law or in equity by or
before any Governmental Authority or other agency now pending or to the best of Guarantor’s
knowledge, threatened against or affecting Guarantor, which actions, suits or proceedings, if
determined against Guarantor, would be reasonably likely to have or do have a Material Adverse
Effect.



3.7 No Tax or Judgment Liens. There are no tax or judgment Liens encumbering any
property owned by Guarantor or Independence Realty Trust, Inc., a Maryland corporation (“IRT GP”)
or any wholly owned subsidiary of Guarantor or IRT GP.



3.8 Survival.3.9 All representations and warranties made by Guarantor herein shall
survive the execution hereof until repayment of the Debt in full.



ARTICLE IV




SUBORDINATION OF CERTAIN INDEBTEDNESS




4.1 Subordination of All Guarantor Claims. As used herein, the term “Guarantor Claims”
shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities
now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be
direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective
of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise,
and irrespective of the Person in whose favor such debts or liabilities may, at their inception,
have been, or may hereafter be created, or the manner in which they have been or may hereafter be
acquired by Guarantor. The Guarantor Claims shall include without limitation all rights and claims
of Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of
Guarantor’s payment of all or a portion of the Guaranteed Obligations. Upon the occurrence and
during the continuance of an Event of Default or Default, Guarantor shall not receive or collect,
directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims.



4.2 Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization,
arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Lender
shall have the right to prove its claim in any such proceeding so as to establish its rights
hereunder and receive directly from the receiver, trustee or other court custodian dividends and
payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such
dividends and payments to Lender. Should Lender receive, for application upon the Guaranteed
Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as
between Borrower and Guarantor, shall constitute a credit upon the Guarantor Claims, then upon
payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the
rights of Lender to the extent that such payments to Lender on the Guarantor Claims have
contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be
with respect to that proportion of the Guaranteed Obligations which would have been unpaid if
Lender had not received dividends or payments upon the Guarantor Claims.



4.3 Payments Held in Trust. In the event that, notwithstanding anything to the
contrary in this Guaranty, Guarantor should receive any funds, payment, claim or distribution which
is prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the
amount of all funds, payments, claims or distributions so received, and agrees that it shall have
absolutely no dominion over the amount of such funds, payments, claims or distributions so received
except to pay them promptly to Lender, and Guarantor covenants promptly to pay the same to Lender.



4.4 Liens Subordinate. Guarantor agrees that any liens, security interests, judgment
liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor
Claims shall be and remain inferior and subordinate to any liens, security interests, judgment
liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guaranteed
Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently
exist or are hereafter created or attach. Without the prior written consent of Lender, neither
Guarantor nor any of its Affiliates shall (a) exercise or enforce any creditor’s right it may have
against Borrower (b) create any Liens encumbering the Property, Borrower or any interest in either
of the foregoing, other than Permitted Encumbrances, or (c) foreclose, repossess, sequester or
otherwise take steps or institute any action or proceedings (judicial or otherwise, including
without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement,
debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security
interests, collateral rights, judgments or other encumbrances on assets of Borrower held by
Guarantor.



ARTICLE V




MISCELLANEOUS




5.1 Waiver. No failure to exercise, and no delay in exercising, on the part of
Lender, any right hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise of any other right.
The rights of Lender hereunder shall be in addition to all other rights provided by law. No
modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall
be effective unless in writing and no such consent or waiver shall extend beyond the particular
case and purpose involved. No notice or demand given in any case shall constitute a waiver of the
right to take other action in the same, similar or other instances without such notice or demand.



5.2 Notices. All notices, requests and other communications provided for herein shall
be given or made in writing in the manner specified in Article 16 of the Loan Agreement, provided,
however, that notices to the Guarantor shall be addressed to:




	 	 	 	Guarantor: Independence Realty Operating Partnership, LP





	 	 	 
	2929 Arch Street, 17th Floor

	Philadelphia, Pennsylvania 19104

	Attention: Farrell Ender

	Facsimile No.: (215) 405-2945

	with a copy to:

	 	RAIT Financial Trust







2929 Arch Street, 17th Floor


Philadelphia, Pennsylvania 19104


Attention: Jamie Reyle, Esq.


Facsimile No.: (215) 405-2945



5.3 Governing Law. This Guaranty shall be governed, construed, applied and enforced
in accordance with the laws of the State and applicable laws of the United States of America



5.4 Invalid Provisions. If any provision of this Guaranty is held to be illegal,
invalid, or unenforceable under present or future laws effective during the term of this Guaranty,
such provision shall be fully severable and this Guaranty shall be construed and enforced as if
such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and
the remaining provisions of this Guaranty shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty,
unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic
understandings and intentions of the parties as expressed herein.



5.5 Amendments. This Guaranty may be amended only by an instrument in writing
executed by the party or an authorized representative of the party against whom such amendment is
sought to be enforced.



5.6 Parties Bound; Assignment; Joint and Several.5.7 This Guaranty shall be binding
upon and inure to the benefit of the parties hereto and their respective successors, assigns and
legal representatives; provided, however, that Guarantor may not, without the prior written consent
of Lender, assign any of its rights, powers, duties or obligations hereunder. If Guarantor
consists of more than one Person, the obligations and liabilities of each such Person shall be
joint and several.



5.7 Headings. Section headings are for convenience of reference only and shall in no
way affect the interpretation of this Guaranty.



5.8 Recitals. The recital and introductory paragraphs hereof are a part hereof, form
a basis for this Guaranty and shall be considered prima facie evidence of the facts and documents
referred to therein.



5.9 Counterparts. To facilitate execution, this Guaranty may be executed in as many
counterparts as may be convenient or required. It shall not be necessary that the signature of, or
on behalf of, each party, or that the signature of all Persons required to bind any party, appear
on each counterpart. All counterparts shall collectively constitute a single instrument. It shall
not be necessary in making proof of this Guaranty to produce or account for more than a single
counterpart containing the respective signatures of, or on behalf of, each of the parties hereto.
Any signature page to any counterpart may be detached from such counterpart without impairing the
legal effect of the signatures thereon and thereafter attached to another counterpart identical
thereto except having attached to it additional signature pages.



5.10 Rights and Remedies. If Guarantor becomes liable for any indebtedness owing by
Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability
shall not be in any manner impaired or affected hereby and the rights of Lender hereunder shall be
cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise
by Lender of any right or remedy hereunder or under any other instrument, or at law or in equity,
shall not preclude the concurrent or subsequent exercise of any other right or remedy.



5.11 Other Defined Terms. Any capitalized term utilized herein shall have the meaning
as specified in the Loan Agreement, unless such term is otherwise specifically defined herein.



5.12 Entirety. THIS GUARANTY EMBODIES THE FINAL AND ENTIRE AGREEMENT OF GUARANTOR AND
LENDER WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND
ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A
FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO COURSE OF DEALING BETWEEN
GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY
NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY AGREEMENT.
THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER.



5.13 Waiver of Right To Trial By Jury GUARANTOR HEREBY AGREES NOT TO ELECT A TRIAL BY
JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE
EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE
LOAN AGREEMENT, THE MORTGAGE, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER
ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY
AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH
ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED
TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY
GUARANTOR.



5.14 Reinstatement in Certain Circumstances. If at any time any payment of the
principal of or interest under the Note or any other amount payable by Borrower under the Loan
Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of Borrower or otherwise, the Guarantor’s obligations hereunder with respect to such
payment shall be reinstated as though such payment has been due but not made at such time.



5.15 Termination of Guaranty; Release of Guarantor Upon such time, if any, as all
obligations of Borrower and Guarantor under the Loan Documents have been paid or satisfied in full
and are no longer subject to reinstatement in accordance with Section 5.14 hereof,
Guarantor shall no longer have any liability with respect to any of the Guaranteed Obligations.
Guarantor shall be released from its obligations hereunder in accordance with Section 7.4 of the
Loan Agreement.



[NO FURTHER TEXT ON THIS PAGE]




EXECUTED as of the day and year first above written.




GUARANTOR:




INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP, a
Delaware limited partnership




	 	 	 	By:
INDEPENDENCE REALTY TRUST, INC., a Maryland
corporation, its General Partner






	 	 	 	By:
INDEPENDENCE REALTY ADVISORS, LLC, a
Delaware limited liability company, its
authorized agent






By:       /s/ Farrell

Ender—

Farrell Ender, President