EX-10.1






AMENDMENT NO. 5 TO MASTER REPURCHASE AGREEMENT




Amendment No. 5 to Master Repurchase Agreement, dated as of December 23, 2015 (this
“Amendment”), among UBS Real Estate Securities Inc. (the “Buyer”), RAIT CRE Conduit
II, LLC (the “Seller”) and RAIT Financial Trust (“Guarantor”).



RECITALS




The Buyer, Seller and Guarantor are parties to (a) that certain Master Repurchase Agreement,
dated as of January 24, 2014 (as amended by Amendment No. 1, dated as of March 17, 2014, Amendment
No. 2, dated as of March 27, 2014, Amendment No. 3, dated as of September 28, 2015, and Amendment
No. 4, dated as of November 13, 2015, the “Existing Repurchase Agreement”; as further
amended by this Amendment, the “Repurchase Agreement”) and (b) that certain Pricing Letter,
dated as of January 24, 2014, (as amended, restated, supplemented or otherwise modified from time
to time, the “Pricing Letter”). The Guarantor is a party to that certain Guaranty (as
amended, restated, supplemented or otherwise modified from time to time, the “Program
Guaranty”), dated as of January 24, 2014, made by Guarantor in favor of the Buyer. Capitalized
terms used but not otherwise defined herein shall have the meanings given to them in the Existing
Repurchase Agreement, Pricing Letter and the Program Guaranty, as applicable.



The Buyer, Seller and Guarantor have agreed, subject to the terms and conditions of this
Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon
revisions to the terms of the Existing Repurchase Agreement. As a condition precedent to amending
the Existing Repurchase Agreement, Buyer has required Guarantor to ratify and affirm the Program
Guaranty on the date hereof.



Accordingly, the Buyer, Seller and Guarantor hereby agree, in consideration of the mutual
promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby
amended as follows:



SECTION 1. Ineligible Assets.  Notwithstanding anything to the contrary set forth in
the Existing Repurchase Agreement, the Purchased Assets listed on Annex A hereto, other than the
Purchased Assets listed as “Vista Shops” and “Shoppes of Perry” on Annex A hereto, shall be deemed
to have an Asset Value of zero (0) at the end of the Temporary Increase Period, as defined in
Amendment No. 4 to Master Repurchase Agreement, dated as of November 13, 2015; provided, however,
that (i) the Purchased Asset listed as “Vista Shops” on Annex A hereto shall be deemed to have an
Asset Value of zero (0) on January 29, 2016, and (ii) the Purchased Asset listed as “Shoppes of
Perry” on Annex A hereto shall be deemed to have an Asset Value of zero (0) on February 29, 2016.
For the avoidance of doubt, if such “Vista Shops” or “Shoppes of Perry” Purchased Asset is
repurchased and refinanced into a new Mortgage Loan and such new asset becomes subject to a new
Transaction, such new Purchased Asset shall not be subject to this Section 2.



SECTION 2. Conditions Precedent. This Amendment shall become effective as of the date
hereof, subject to the satisfaction of the following conditions precedent:



2.1 Delivered Documents.  On or prior to the date hereof, the Buyer shall have
received the following documents, each of which shall be satisfactory to the Buyer in form and
substance:




(a) this Amendment, executed and delivered by duly authorized officers of the Buyer,
Seller and Guarantor; and




(b) such other documents as the Buyer or counsel to the Buyer may reasonably request.



SECTION 3. Ratification of Agreement. As amended by this Amendment, the Existing
Repurchase Agreement is in all respects ratified and confirmed and the Existing Repurchase
Agreement as so modified by this Amendment shall be read, taken, and construed as one and the same
instrument.



SECTION 4. Representations and Warranties.   Seller hereby represents and warrants to
the Buyer that it is in compliance with all the terms and provisions set forth in the Repurchase
Agreement on its part to be observed or performed, and that no Event of Default has occurred or is
continuing, and hereby confirms and reaffirms the representations and warranties contained in
Section 11 of the Repurchase Agreement.



SECTION 5. Limited Effect.  Except as expressly amended and modified by this
Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force
and effect in accordance with its terms.



SECTION 6. Severability. Each provision and agreement herein shall be treated as
separate and independent from any other provision or agreement herein and shall be enforceable
notwithstanding the unenforceability of any such other provision or agreement.



SECTION 7. Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same instrument, and any of
the parties hereto may execute this Amendment by signing any such counterpart. The parties agree
that this Amendment, any documents to be delivered pursuant to this Amendment and any notices
hereunder may be transmitted between them by email and/or by facsimile. Delivery of an executed
counterpart of a signature page of this Amendment in Portable Document Format (PDF) or by facsimile
shall be effective as delivery of a manually executed original counterpart of this Amendment. The
original documents shall be promptly delivered, if requested.



SECTION 8. Binding Effect. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.



SECTION 9. GOVERNING LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AMENDMENT,
AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AMENDMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AMENDMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE EFFECTIVENESS, VALIDITY AND ENFORCEABILITY OF
ELECTRONIC CONTRACTS, OTHER RECORDS, ELECTRONIC RECORDS AND ELECTRONIC SIGNATURES USED IN
CONNECTION WITH ANY ELECTRONIC TRANSACTION BETWEEN BUYER AND SELLER PARTY SHALL BE GOVERNED BY
E-SIGN.



SECTION 10. Reaffirmation of Program Guaranty. The Guarantor hereby (i) agrees that
the liability of Guarantor or rights of Buyer under the Program Guaranty shall not be affected as a
result of this Amendment, (ii) ratifies and affirms all of the terms, covenants, conditions and
obligations of the Program Guaranty and (iii) acknowledges and agrees that such Program Guaranty is
and shall continue to be in full force and effect.



[SIGNATURE PAGE FOLLOWS]




IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their
respective officers thereunto duly authorized as of the day and year first above written.




	 	 	 	UBS
REAL ESTATE SECURITIES INC., as Buyer






	 	 	 	By:
/s/ Jared Randall






	 	 	Name: Jared Randall

Title: Director






	 	 	 	By:
/s/ Siho Ham






	 	 	Name: Siho Ham

Title: Director






	 	 	 	RAIT
CRE CONDUIT II, LLC, as Seller






	 	 	 	By:
RAIT Partnership, L.P., its sole member
and manager






	 	 	 	By:
RAIT General, Inc., its sole general
partner






	 	 	 	By:
/s/ James Sebra






	 	 	Name: James Sebra

Title: Chief Financial Officer






	 	 	 	RAIT
FINANCIAL TRUST, as Guarantor






	 	 	 	By:
 /s/ James Sebra






	 	 	Name: James Sebra

Title: Chief Financial OfficerANNEX A TO AMENDMENT





LIST OF PURCHASED ASSETS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Principal	 	Purchase	 	 	 	 
	Purchased Asset	 	Balance	 	Price	 	City	 	State
	460 Nixon Road

	 	 	11,400,000	 	 	 	8,550,000	 	 	Pittsburgh
	 	PA
	Chandler Airport Center I

	 	 	11,750,000	 	 	 	8,812,500	 	 	Chandler
	 	AZ
	Jupiter Medical and Technology Park

	 	 	10,138,186	 	 	 	2,838,692	 	 	Jupiter
	 	FL
	Shoppes of Perry

	 	 	7,000,000	 	 	 	5,250,000	 	 	Perry
	 	GA
	Vista Shops

	 	 	8,950,523	 	 	 	6,712,893	 	 	Frederick
	 	MD
	Woodforest Shopping Center

	 	 	5,700,000	 	 	 	4,275,000	 	 	Houston
	 	TX