PARENT GUARANTEE

PARENT GUARANTEE

PARENT GUARANTEE, dated as of September 19, 2008 (this “ Guarantee ”), made by each signatory hereto (each a “ Guarantor ”, collectively, the “ Guarantors ”), in favor of WILMINGTON TRUST COMPANY, as agent (together with its successors and assigns, in such capacity the “ Agent ”) for the Secured Parties as described and defined below.

RECITALS

WHEREAS, the Agent is party to that certain Master Repurchase Agreement, dated as of September 19, 2008, (as amended, restated, supplemented or otherwise modified from time to time, the “ Master Repurchase Agreement ”), between the Agent, as agent for Cedric LLC, as buyer (“ Buyer ”), and RAIT CRE Holdings, LLC, as seller (the “ Seller ”); and

WHEREAS, each Guarantor owns directly or indirectly membership interests in the Seller, and the Guarantors will derive substantial direct or indirect benefit from the completion of the Transaction (as defined in the Master Repurchase Agreement); and

WHEREAS, it is a condition precedent to the obligation of Buyer to enter into the Master Repurchase Agreement that each Guarantor shall have executed and delivered this Guarantee to the Agent on behalf and for the benefit of the Secured Parties.

NOW, THEREFORE, in consideration of the premises and to induce the Agent to enter into the Master Repurchase Agreement, the Guarantors hereby agree with the Agent, on behalf and for the ratable benefit of the Secured Parties, as follows:

1.  Defined Terms .

(a) Unless otherwise defined herein, terms defined in the Master Repurchase Agreement and used herein shall have the meanings given to them in the Master Repurchase Agreement.

(b) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Guarantee shall refer to this Guarantee as a whole and not to any particular provision of this Guarantee, and section and paragraph references are to this Guarantee unless otherwise specified.

(c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms; and the following terms shall have the following meanings:

“ Buyer ”: as defined in the Recitals hereto.

“ Cedric ”: Cedric LLC.

“ Master Repurchase Agreement ”: as defined in the Recitals hereto.

“ Obligations ”: all obligations and liabilities of the Seller to the Secured Parties, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of or in connection with the Master Repurchase Agreement or any Transaction or any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise.

“ Secured Parties ”: collectively, Cedric and the Agent.

“ Seller ”: as defined in the Recitals hereto.

“ Transaction ”: as defined in the Recitals hereto.

2.  Guarantee .

(a) Each Guarantor hereby, unconditionally and irrevocably, guarantees to the Agent, on behalf and for the benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.

(b) Anything herein or in the Master Repurchase Agreement to the contrary notwithstanding, the maximum liability of each Guarantor hereunder shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors.

(c) Each Guarantor further agrees to pay any and all expenses (including, without limitation, all documented fees and disbursements of counsel) which may be paid or incurred by the Agent or any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guarantee. This Guarantee shall remain in full force and effect until the Obligations are paid in full and the Master Repurchase Agreement shall have expired or been terminated, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations.

(d) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guarantee or affecting the rights and remedies of the Agent or any Secured Party hereunder.

(e) No payment or payments made by the Seller, any Guarantor, any other guarantor or any other person or received or collected by the Agent or any Secured Party from the Seller, any Guarantor, any other guarantor or any other person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments other than payments made by any Guarantor in respect of the Obligations or payments received or collected from any Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of each Guarantor hereunder until the Obligations are paid in full and the Master Repurchase Agreement shall have expired or been terminated.

(f) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Agent or any Secured Party on account of its liability hereunder, it will notify the Agent in writing that such payment is made under this Guarantee for such purpose.

(g) Each Guarantor shall pay additional amounts to, and indemnify, the Secured Parties with respect to Taxes imposed on payments pursuant to this Guarantee to the same extent as the Seller would have paid the Secured Party with respect to amounts paid under Section 6 of Annex I of the Master Repurchase Agreement if the Guarantor were the Seller under the Master Repurchase Agreement.  For the avoidance of doubt, any such payments are in addition to each Guarantor’s obligation to pay any amounts required to be paid by the Seller to the Secured Party.

3.  Right of Set-off . Each Guarantor hereby irrevocably authorizes each Secured Party at any time and from time to time without notice to the Guarantors, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Secured Party to or for the credit or the account of any Guarantor, or any part thereof in such amounts as such Secured Party may elect, against and on account of the obligations and liabilities of the Guarantors to such Secured Party hereunder and claims of every nature and description of such Secured Party against any Guarantor, in any currency, whether arising hereunder, under the Master Repurchase Agreement or otherwise, as such Secured Party may elect, whether or not the Agent or any Secured Party has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Agent and each Secured Party shall notify the Guarantors promptly of any such set-off and the application made by the Agent or such Secured Party, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Agent and each Secured Party under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Agent or such Secured Party may have.

4.  No Subrogation . Notwithstanding any payment or payments made by a Guarantor hereunder or any set-off or application of funds of any Guarantor by any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Agent or any Secured Party against the Seller or any other guarantor or any collateral security or guarantee or right of offset held by any Secured Party for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Seller or any other guarantor in respect of payments made by a Guarantor hereunder, until all amounts owing to the Agent and the Secured Parties by the Seller on account of the Obligations are paid in full and the Master Repurchase Agreement shall have expired or been terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Agent and the Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent and the Secured Parties may determine.

5.  Amendments, etc. with respect to the Obligations; Waiver of Rights . Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against such Guarantor and without notice to or further assent by such Guarantor, any demand for payment of any of the Obligations made by the Agent or any Secured Party may be rescinded by such party and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Agent or any Secured Party, and the Master Repurchase Agreement and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Agent may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Agent or any Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Agent nor any Secured Party shall have any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against any Guarantor, the Agent or any Secured Party may, but shall be under no obligation to, make a similar demand on the Seller or any other guarantor, and any failure by the Agent or any S