EX-10.1






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





[SIGNATURES CONTINUED ON FOLLOWING PAGE]






1







	 	 	 	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






2