E Master Repurchase Agreement

Dated as of September 19, 2008 and

2

Definitions

(a)

“Act of Insolvency”, with respect to any party, (i) the commencement by such party as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or such party seeking the appointment or election of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property, or the convening of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election, (ii) the commencement of any such case or proceeding against such party, or another seeking such an appointment or election, or the filing against a party of an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970, which (A) is consented to or not timely contested by such party, (B) results in the entry of an order for relief, such an appointment or election, the issuance of such a protective decree or the entry of an order having a similar effect, or (C) is not dismissed within 15 days, (iii) the making by such party of a general assignment for the benefit of creditors, or (iv) the admission in writing by such party of such party’s inability to pay such party’s debts as they become due;

(b)

“Additional Purchased Securities”, Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

(c)

“Buyer’s Margin Amount”, with respect to any Transaction as of any date, the amount obtained by application of the Buyer’s Margin Percentage to the Repurchase Price for such Transaction as of such date;

(d)

“Buyer’s Margin Percentage”, with respect to any Transaction as of any date, a percentage (which may be equal to the Seller’s Margin Percentage) agreed to by Buyer and Seller or, in the absence of any such agreement, the percentage obtained by dividing the Market Value of the Purchased Securities on the Purchase Date by the Purchase Price on the Purchase Date for such Transaction;

(e)

“Confirmation”, the meaning specified in Paragraph 3(b) hereof,

(f)

“Income”, with respect to any Asset at any time, any principal thereof and all interest, dividends or other distributions thereon;

(g)

“Margin Deficit”, the meaning specified in Paragraph 4(a) hereof;

(h)

“Margin Excess”, the meaning specified in Paragraph 4(b) hereof;

(i)

“Margin Notice Deadline”, the time agreed to by the parties in the relevant Confirmation, Annex I hereto or otherwise as the deadline for giving notice requiring same day satisfaction of margin maintenance obligations as provided in Paragraph 4 hereof (or, in the absence of any such agreement, the deadline for such purposes established in accordance with market practice);

(j)

“Market Value”, with respect to any Securities as of any date, the price for such Securities on such date obtained from a generally recognized source agreed to by the parties or the most recent closing bid quotation from such a source, plus accrued Income to the extent not included therein (other than any Income credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) as of such date (unless contrary to market practice for such Securities);

(k)

“Price Differential”, with respect to any Transaction as of any date, the aggregate amount obtained by daily application of the Pricing Rate for such Transaction to the Purchase Price for such Transaction on a 360 day per year basis for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the date of determination (reduced by any amount of such Price Differential previously paid by Seller to Buyer with respect to such Transaction);

(l)

“Pricing Rate”, the per annum percentage rate for determination of the Price Differential;

(m)

“Prime Rate”, the prime rate of U.S. commercial banks as published in The Wall Street Journal (or, if more than one such rate is published, the average of such rates);

(n)

“Purchase Date”, the date on which Purchased Securities are to be transferred by Seller to Buyer;

(o)

“Purchase Price”, (i) on the Purchase Date, the price at which Purchased Securities are transferred by Seller to Buyer, and (ii) thereafter, except where Buyer and Seller agree otherwise, such price increased by the amount of any cash transferred by Buyer to Seller pursuant to Paragraph 4(b) hereof and decreased by the amount of any cash transferred by Seller to Buyer pursuant to Paragraph 4(a) hereof or applied to reduce Seller’s obligations under clause (ii) of Paragraph 5 hereof;

(p)

“Purchased Securities”, the Securities transferred by Seller to Buyer in a Transaction hereunder, and any Securities substituted therefor in accordance with Paragraph 9 hereof. The term “Purchased Securities” with respect to any Transaction at any time also shall include Additional Purchased Securities delivered pursuant to Paragraph 4(a) hereof and shall exclude Securities returned pursuant to Paragraph 4(b) hereof;

(q)

“Repurchase Date”, the date on which Seller is to repurchase the Purchased Securities from Buyer, including any date determined by application of the provisions of Paragraph 3(c) or 11 hereof;

(r)

“Repurchase Price”, the price at which Purchased Securities are to be transferred from Buyer to Seller upon termination of a Transaction, which will be determined in each case (including Transactions terminable upon demand) as the sum of the Purchase Price and the Price Differential as of the date of such determination;

(s)

“Seller’s Margin Amount”, with respect to any Transaction as of any date, the amount obtained by application of the Seller’s Margin Percentage to the Repurchase Price for such Transaction as of such date;

(t)

“Seller’s Margin Percentage”, with respect to any Transaction as of any date, a percentage (which may be equal to the Buyer’s Margin Percentage) agreed to by Buyer and Seller or, in the absence of any such agreement, the percentage obtained by dividing the Market Value of the Purchased Securities on the Purchase Date by the Purchase Price on the Purchase Date for such Transaction.

3

Initiation; Confirmation; Termination

(a)

An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller.

(b)

Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Securities, identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail.

(c)

In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.

4

Margin Maintenance

(a)

If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Buyer is less than the aggregate Buyer’s Margin Amount for all such Transactions (a “Margin Deficit”), then Buyer may by notice to Seller require Seller in such Transactions, at Seller’s option, to transfer to Buyer cash or additional Securities reasonably acceptable to Buyer (“Additional Purchased Securities”), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer’s Margin Amount (decreased by the amount of any Margin Deficit as of such date arising from any Transactions in which such Buyer is acting as Seller).

(b)

If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Seller exceeds the aggregate Seller’s Margin Amount for all such Transactions at such time (a “Margin Excess”), then Seller may by notice to Buyer require Buyer in such Transactions, at Buyer’s option, to transfer cash or Purchased Securities to Seller, so that the aggregate Market Value of the Purchased Securities, after deduction of any such cash or any Purchased Securities so transferred, will thereupon not exceed such aggregate Seller’s Margin Amount (increased by the amount of any Margin Excess as of such date arising from any Transactions in which the Seller is acting as Buyer).

(c)

If any notice is given by Buyer or Seller under subparagraph (a) or (b) of this Paragraph at or before the Margin Notice Deadline on any business day, the party receiving such notice shall transfer cash or Additional Purchased Securities as provided in such subparagraph no later than the close of business in the relevant market on such day. If any such notice is given after the Margin Notice Deadline, the party receiving such notice shall transfer such cash or Securities no later than the close of business in the relevant market on the next business day following such notice.

(d)

Any cash transferred pursuant to this Paragraph shall be attributed to such Transactions as shall be agreed upon by Buyer and Seller.

(e)

Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer or Seller (or both) under subparagraphs (a) and (b) of this Paragraph may be exercised only where a Margin Deficit or Margin Excess, as the case may be, exceeds a specified dollar amount or a specified percentage of the Repurchase Prices for such Transactions (which amount or percentage shall be agreed to by Buyer and Seller prior to entering into any such Transactions).

(f)

Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer and Seller under subparagraphs (a) and (b) of this Paragraph to require the elimination of a Margin Deficit or a Margin Excess, as the case may be, may be exercised whenever such a Margin Deficit or Margin Excess exists with respect to any single Transaction hereunder (calculated without regard to any other Transaction outstanding under this Agreement).

5

Income Payments

6

Security Interest

7

Payment and Transfer

8

Segregation of Securities

*

Language to be used under 17 C.F.R. b 403.4 (e) if Seller is a government securities broker

**

Language to be used under 17 C.F.R. b 403.5(d) if Seller is a financial institution.

9

Substitution

(a)

Seller may, subject to agreement with and acceptance by Buyer, substitute other Securities for any Purchased Securities. Such substitution shall be made by transfer to Buyer of such other Securities and transfer to Seller of such Purchased Securities. After substitution, the substituted Securities shall be deemed to be Purchased Securities.

(b)

In Transactions in which Seller retains custody of Purchased Securities, the parties expressly agree that Buyer shall be deemed, for purposes of subparagraph (a) of this Paragraph, to have agreed to and accepted in this Agreement substitution by Seller of other Securities for Purchased Securities; provided, however, that such other Securities shall have a Market Value at least equal to the Market Value of the Purchased Securities for which they are substituted.

10

Representations

11

Events of Default

(a)

The Buyer may, at its option (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), declare an Event of Default to have occurred hereunder and, upon the exercise or deemed exercise of such option, the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (except that, in the event that the Purchase Date for any Transaction has not yet occurred as of the date of such exercise or deemed exercise, such Transaction shall be deemed immediately canceled). The Buyer shall (except upon the occurrence of an Act of Insolvency) give notice to the Seller of the exercise of such option as promptly as practicable.

(b)

In all Transactions in which the Seller is acting as Seller, if the Buyer exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Paragraph, (i) the Seller’s obligations in such Transactions to repurchase all Purchased Securities, at the Repurchase Price therefor on the Repurchase Date determined in accordance with subparagraph (a) of this Paragraph, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise shall be retained by the Buyer and applied to the aggregate unpaid Repurchase Prices and any other amounts owing by the Seller hereunder, and (iii) the Seller shall immediately deliver to the Buyer any Purchased Securities subject to such Transactions then in the Seller’s possession or control.

(c)

In all Transactions in which the Seller is acting as Buyer, upon tender by the Buyer of payment of the aggregate Repurchase Prices for all such Transactions, all right, title and interest in and entitlement to all Securities subject to such Transactions shall be deemed transferred to the Buyer, and the Seller shall deliver all such Purchased Securities to the Buyer.

(d)

If the Buyer exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Paragraph, the Buyer, without prior notice to the Seller, may:

(i)

as to Transactions in which the Seller is acting as Seller, (A) immediately sell, in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as the Buyer may reasonably deem satisfactory, any or all Purchased Securities subject to such Transactions and apply the proceeds thereof to the aggregate unpaid Repurchase Prices and any other amounts owing by the Seller hereunder or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Securities, to give the Seller credit for such Purchased Securities in an amount equal to the price therefor on such date, obtained from a generally recognized source or the most recent closing bid quotation from such a source, against the aggregate unpaid Repurchase Prices and any other amounts owing by the Seller hereunder; and

(ii)

as to Transactions in which the Seller is acting as Buyer, (A) immediately purchase, in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as the Buyer may reasonably deem satisfactory, securities (“Replacement Securities”) of the same class and amount as any Securities that are not delivered by the Seller to the Buyer as required hereunder or (B) in its sole discretion elect, in lieu of purchasing Replacement Securities, to be deemed to have purchased Replacement Securities at the price therefor on such date, obtained from a generally recognized source or the most recent closing offer quotation from such a source.

(e)

As to Transactions in which the Seller is acting as Buyer, the Seller shall be liable to the Buyer for any excess of the price paid (or deemed paid) by the Buyer for Replacement Securities over the Repurchase Price for the Securities replaced thereby and for any amounts payable by the Seller under Paragraph 5 hereof or otherwise hereunder.

(f)

For purposes of this Paragraph 11, the Repurchase Price for each Transaction hereunder in respect of which the Seller is acting as Buyer shall not increase above the amount of such Repurchase Price for such Transaction determined as of the date of the exercise or deemed exercise by the Buyer of the option referred to in subparagraph (a) of this Paragraph.

(g)

The Seller shall be liable to the Buyer for (i) the amount of all reasonable legal or other expenses incurred by the Buyer in connection with or as a result of an Event of Default, (ii) damages in an amount equal to the cost (including all fees, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default, and (iii) any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default in respect of a Transaction.

(h)

To the extent permitted by applicable law, the Seller shall be liable to the Buyer for interest on any amounts owing by the Seller hereunder, from the date the Seller becomes liable for such amounts hereunder until such amounts are (i) paid in full by the Seller or (ii) satisfied in full by the exercise of the Buyer’s rights hereunder. Interest on any sum payable by the Seller to the Buyer under this Paragraph 11(h) shall be at a rate equal to the greater of the Pricing Rate for the relevant Transaction or the Prime Rate.

(i)

The Buyer shall have, in addition to its rights hereunder, any rights otherwise available to it under any other agreement or applicable law.

12

Single Agreement

13

Notices and Other Communications

14

Entire Agreement; Severability

15

Non-assignability; Termination

(a)

The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by either party without the prior written consent of the other party, and any such assignment without the prior written consent of the other party shall be null and void. Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement may be terminated by either party upon giving written notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any Transactions then outstanding.

(b)

Subparagraph (a) of this Paragraph 15 shall not preclude a party from assigning, charging or otherwise dealing with all or any part of its interest in any sum payable to it under Paragraph 11 hereof.

16

Governing Law

17

No Waivers, Etc.

18

Use of Employee Plan Assets

(a)

If assets of an employee benefit plan subject to any provision of the Employee Retirement Income Security Act of 1974 (“ERISA”) are intended to be used by either party hereto (the “Plan Party”) in a Transaction, the Plan Party shall so notify the other party prior to the Transaction. The Plan Party shall represent in writing to the other party that the Transaction does not constitute a prohibited transaction under ERISA or is otherwise exempt therefrom, and the other party may proceed in reliance thereon but shall not be required so to proceed.

(b)

Subject to the last sentence of subparagraph (a) of this Paragraph, any such Transaction shall proceed only if Seller furnishes or has furnished to Buyer its most recent available audited statement of its financial condition and its most recent subsequent unaudited statement of its financial condition.

(c)

By entering into a Transaction pursuant to this Paragraph, Seller shall be deemed (i) to represent to Buyer that since the date of Seller’s latest such financial statements, there has been no material adverse change in Seller’s financial condition which Seller has not disclosed to Buyer, and (ii) to agree to provide Buyer with future audited and unaudited statements of its financial condition as they are issued, so long as it is the Seller in any outstanding Transaction involving a Plan Party.

19

Intent

(a)

The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the United States Code, as amended (except insofar as the type of Securities subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended (except insofar as the type of Securities subject to such Transaction would render such definition inapplicable).

(b)

It is understood that either party’s right to liquidate Securities delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Paragraph 11 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the United States Code, as amended.

(c)

The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” as that term is defined in FDIA and any rules, orders or policy statements thereunder (except insofar as the type of Securities subject to such Transaction would render such definition inapplicable).

(d)

It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA).

20

Disclosure Relating to Certain Federal Protections

(a)

in the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission (“SEC”) under Section 15 of the Securities Exchange Act of 1934 (“1934 Act”), the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 (“SIPA”) do not protect the other party with respect to any Transaction hereunder;

(b)

in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder; and

(c)

in the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to the Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable.

1.

DEFINITIONS .

(a)

The following definitions are hereby added to the Master Repurchase Agreement, which shall be used for all purposes in the Master Repurchase Agreement and this Annex .

(i)

“ Accrual Period ” shall mean, (i) initially, the period of time commencing on the Purchase Date and ending on the first Payment Date thereafter, and (ii) thereafter, each period commencing on the last day of the preceding Accrual Period and ending on the earlier of the Repurchase Date or the next succeeding Payment Date.

(ii)

“ Adjusted Purchase Price ” shall mean $24,500,000, the price at which Purchased Assets are transferred by Seller to Buyer on the Purchase Date.

(iii)

“ Affiliate ” shall mean, with respect to any Person, any “affiliate” of such Person, as such term is defined in the Bankruptcy Code.

(iv)

“ Affiliate Repurchase Agreement ” shall mean that certain Master Repurchase Agreement, dated as of the date hereof, between RAIT CRE Holdings, LLC as seller and Wilmington Trust Company, as agent for Cedric LLC, as buyer.

(v)

“ Agency Agreement ” shall mean that certain Agency Agreement, dated as of the date hereof, between Buyer and Cedric.

(vi)

“ Aggregate Purchase Price ” shall mean an amount equal to the sum of (i) the Purchase Price and (ii) the “Purchase Price” as defined in the Affiliate Repurchase Agreement.

(vii)

“ Amortizing Assets ” shall mean each of the Purchased Assets other than the Interest-Only Assets.

(viii)

“ Applicable Law ” shall mean, for any Person or Property of such Person, all existing and future applicable laws, rules, regulations (including proposed, temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority (including, without limitation, usury laws), and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial or quasi-judicial tribunal or agency of competent jurisdiction.

(ix)

“ Bankruptcy Code ” shall mean the United States Bankruptcy Code of 1978, as amended from time to time.

(x)

“ BSARM 2005-09 3-Month Average Severity ” shall mean the then-current “3 Month Average (Cumulative) Loss Severity”, as disclosed on the most-recent Certificateholder Distribution Summary prepared by the then-current Master Servicer in connection with the BSARM 2005-09 Securitization Transaction.

(xi)

“ BSARM 2005-09 Cumulative Actual Losses ” shall mean the total cumulative realized losses for all collateral groups within the BSARM 2005-09 Securitization Transaction, as set forth in the then-current related trustee’s report.

(xii)

“ BSARM 2005-09 Delinquent Amount ” shall mean the aggregate cumulative dollar amount of all loans in the BSARM 2005-09 Securitization Transaction that are either delinquent least thirty (30) days, or in bankruptcy, as set forth in the then-current related trustee’s report.

(xiii)

“ BSARM 2005-09 Forecasted Losses ” shall mean an amount equal to the then-current BSARM 2005-09 Loss Factor multiplied by the then-current BSARM 2005-09 Delinquent Amount.

(xiv)

“ BSARM 2005-09 Loss Factor ” shall mean the greater of fifty percent (50%) and the then-current BSARM 2005-09 3-Month Average Severity.

(xv)

“ BSARM 2005-09 Performance Amount ” shall mean the excess, if any, of the sum of the BSARM 2005-09 Cumulative Actual Losses plus the BSARM 2005-09 Forecasted Losses over the BSARM 2005-09 Permitted Scheduled Losses, less the portion of any previous Performance Amount payments made pursuant to Paragraph 4(c) which are allocable to the BSARM 2005-09 Securitization Transaction.

(xvi)

“ BSARM 2005-09 Permitted Scheduled Losses ” shall, on the date of each determination thereof, the applicable amount set forth on Schedule D hereof.

(xvii)

“ BSARM 2005-09 Securitization Transaction ” shall mean the securitization transaction described in the Sale and Servicing Agreement dated as of September 29, 2005, between and among STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as Depositor, BEAR STEARNS ARM TRUST 2005-9, as Issuer, U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee, WELLS FARGO BANK, N.A., as Master Servicer and Securities Administrator, and EMC MORTGAGE CORPORATION, as Seller and Company.

(xviii)

“ BSARM 2005-7 3-Month Average Severity ” shall mean the then-current “3 Month Average (Cumulative) Loss Severity”, as disclosed on the most-recent Certificateholder Distribution Summary prepared by the then-current Master Servicer in connection with the BSARM 2005-07 Securitization Transaction.

(xix)

“ BSARM 2005-7 Cumulative Actual Losses ” shall mean the total cumulative realized losses for all collateral groups within the BSARM 2005-7 Securitization Transaction, as set forth in the then-current related trustee’s report.

(xx)

“ BSARM 2005-7 Delinquent Amount ” shall mean the aggregate cumulative dollar amount of all loans in the BSARM 2005-7 Securitization Transaction that are either delinquent least thirty (30) days, or in bankruptcy, as set forth in the then-current related trustee’s report.

(xxi)

“ BSARM 2005-7 Forecasted Losses ” shall mean an amount equal to the then-current BSARM 2005-7 Loss Factor multiplied by the then-current BSARM 2005-7 Delinquent Amount.

(xxii)

“ BSARM 2005-7 Loss Factor ” shall mean the greater of fifty percent (50%) and the then-current BSARM 2005-7 3-Month Average Severity.

(xxiii)

“ BSARM 2005-7 Performance Amount ” shall mean the excess, if any, of the sum of the BSARM 2005-7 Cumulative Actual Losses plus the BSARM 2005-7 Forecasted Losses over the BSARM 2005-7 Permitted Scheduled Losses, less the portion of any previous Performance Amount payments made pursuant to Paragraph 4(c) which are allocable to the BSARM 2005-7 Securitization Transaction.

(xxiv)

“ BSARM 2005-7 Permitted Scheduled Losses ” shall mean, on the date of each determination thereof, the applicable amount set forth on Schedule D hereof.

(xxv)

“ BSARM 2005-7 Securitization Transaction ” shall mean the securitization transaction described in the Sale and Servicing Agreement, dated as of July 29, 2005, between and among STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as Depositor, BEAR STEARNS ARM TRUST 2005-7, as Issuer, U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee, WELLS FARGO BANK, N.A., as Master Servicer and Securities Administrator, and EMC MORTGAGE CORPORATION, as Seller and Company.

(xxvi)

“ Business Day ” shall mean any day excluding Saturday, Sunday, any day on which banks located in the State of New York or the State of Delaware are authorized or permitted to close for business and any day on which the New York Stock Exchange is closed.

(xxvii)

“ Buyer ” shall mean Wilmington Trust Company, as agent for Cedric.

(xxviii)

“ Cash Equivalents ” shall be determined in accordance with GAAP, except that such term shall exclude all investment securities other than those issued or fully guaranteed or insured by the United States Government or any agency thereof.

(xxix)

“ Cedric ” shall mean Cedric LLC, a Delaware limited liability company.

(xxx)

“ CMLTI 05-11 3-Month Average Severity ” shall mean the then-current “3 Month Average (Cumulative) Loss Severity”, as disclosed on the most-recent Certificateholder Distribution Summary prepared by the then-current Master Servicer in connection with the CMLTI 05-11 Securitization Transaction.

(xxxi)

“ CMLTI 05-11 Cumulative Actual Losses ” shall mean the total cumulative realized losses for all collateral groups within the CMLTI 05-11 Securitization Transaction, as set forth in the then-current related trustee’s report.

(xxxii)

“ CMLTI 05-11 Delinquent Amount ” shall mean the aggregate cumulative dollar amount of all loans in the CMLTI 05-11 Securitization Transaction that are either delinquent least thirty (30) days, or in bankruptcy, as set forth in the then-current related trustee’s report.

(xxxiii)

“ CMLTI 05-11 Forecasted Losses ” shall mean an amount equal to the then-current CMLTI 05-11 Loss Factor multiplied by the then-current CMLTI 05-11 Delinquent Amount.

(xxxiv)

“ CMLTI 05-11 Loss Factor ” shall mean the greater of fifty percent (50%) and the then-current CMLTI 05-11 3-Month Average Severity.

(xxxv)

“ CMLTI 05-11 Permitted Scheduled Losses ” shall mean, on the date of each determination thereof, the applicable amount set forth on Schedule D hereof.

(xxxvi)

“ CMLTI 05-11 Performance Amount ” shall mean the excess, if any, of the sum of the CMLTI 05-11 Cumulative Actual Losses plus the CMLTI 05-11 Forecasted Losses over the CMLTI 05-11 Permitted Scheduled Losses, less the portion of any previous Performance Amount payments made pursuant to Paragraph 4(c) which are allocable to the CMLTI 05-11 Securitization Transaction.

(xxxvii)

“ CMLTI 05-11 Securitization Transaction ” shall mean the securitization transaction described in the Master Servicing Agreement, dated as of December 29, 2005, between and among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer and Securities Administrator.

(xxxviii)

“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(xxxix)

“ Collateral ” shall have the meaning set forth in Paragraph 6 of this Repurchase Agreement.

(xl)

“ Commitment Fee ” shall have the meaning set forth in the Purchase Confirmation.

(xli)

“ Default ” shall mean any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

(xlii)

“ Direction Letter ” shall mean, for any Purchased Asset, an irrevocable direction letter, in the form attached as Exhibit D to this Repurchase Agreement, instructing the recipient to pay with respect to such Purchased Asset, all amounts payable under such Purchased Asset as directed by Buyer.

(xliii)

“ Effective Tangible Net Worth ” shall mean, as to any Person, its Tangible Assets minus its Senior Liabilities.

(xliv)

“ Event of Default ” shall have the meaning given in Paragraph 11 of this Repurchase Agreement.

(xlv)

“ Exchange Act Reports ” shall mean reports filed by RAIT Financial Trust with the Securities and Exchange Commission pursuant to the Securities Exchange act of 1934, as amended, or any rules thereunder.

(xlvi)

“ GAAP ” shall mean generally accepted accounting principles as in effect from time to time in the United States.

(xlvii)

“ Governmental Authority ” shall mean any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator, and any accounting board or authority (whether or not a part of government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic, or other governmental authority having jurisdiction over Seller or Buyer, as applicable, or any of their respective businesses, operations or properties.

(xlviii)

“ Guarantee Agreement ” shall mean that certain Parent Guarantee Agreement dated as of the date hereof between Buyer and Parent Guarantors.

(xlix)

“ Indebtedness ” shall mean, with respect to Buyer and Seller, any obligation (whether present, future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money or relating to the payment or delivery of funds, securities or other property (including, without limitation, collateral), other than indebtedness in respect of any trade debt, bank deposits received in the ordinary course of business.

(l)

“ Indemnified Amounts ” shall have the meaning set forth in Section 7(a) of this Annex I .

(li)

“ Indemnified Parties ” shall have the meaning set forth in Section 7(a) of this Annex I .

(lii)

“ Intangible Assets ” shall mean, as to any Person, at any time, all goodwill, organizational expenses, research and development expenses, trademarks, trade names, copyrights, patents, patent applications, licenses and right in any thereof and other similar intangible assets of such Person, as defined and determined in accordance with GAAP.

(liii)

“ Interest-Only Assets ” shall mean each of the Purchased Assets described on the attached Schedule B hereto.

(liv)

“ Lien ” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the UCC or any other similar recording or notice statute, and any lease having substantially the same effect as any of the foregoing).

(lv)

“ Liquidity Balance ” shall mean the sum of cash and Cash Equivalents held by RAIT Financial Trust and its consolidated subsidiaries.

(lvi)

“ Material Adverse Effect ” shall mean a material adverse effect on (a) the Property, business, operations, or financial condition of Seller, (b) the ability of Seller to perform its obligations under this Repurchase Agreement or any other Purchase Document to which it is a party, (c) the validity or enforceability of this Repurchase Agreement or any other Purchase Document, (d) the rights and remedies of Buyer under this Repurchase Agreement or any other Purchase Document, or (e) the timely payment of any amounts payable under this Repurchase Agreement or any other Purchase Document. Notwithstanding the foregoing, in no event shall the occurrence of either a Minimum Liquidity Event or a RAIT Management Fee Event, in and of themselves, constitute a Material Adverse Effect, but a Material Adverse Effect, triggered by other events, can occur for other reasons at any time after the occurrence of either a Minimum Liquidity Event or a RAIT Management Fee Event.

(lvii)

“ Mandatory Monthly Payment Amount ” shall mean for any Payment Date, an amount, not less than zero, equal to $916,667 minus the Purchased Asset Income Payment Amount for such Payment Date, provided , however, all payments have been received in a timely manner under the Affiliate Repurchase Agreement.  Notwithstanding the foregoing, on any Payment Date when any amounts then due and owing under the Affiliate Repurchase Agreement, have not been paid in full on a timely basis, the term  “Mandatory Monthly Payment Amount” shall mean for any such Payment Date, an amount, not less than zero, equal to $1,250,000 minus the Purchased Asset Income Payment  Amount for such Payment Date.

(lviii)

“ Minimum Financing Cost ” shall initially mean an amount equal to $3,075,000, as subsequently reduced by the amount of any cash applied to pay the Price Differential under Paragraph 5 hereof; provided that the Minimum Financing Cost shall not be less than $0.

(lix)

“ Minimum Liquidity Event ” shall occur if, for any fiscal quarter, the average Liquidity Balance for the four most recent fiscal quarters is less than 40% of the Aggregate Purchase Price.

(lx)

“ MLMI 2005-A9 3-Month Average Severity ” shall mean the then-current “3 Month Average (Cumulative) Loss Severity”, as disclosed on the most-recent Certificateholder Distribution Summary prepared by the then-current Master Servicer in connection with the MLMI 2005-A9 Securitization Transaction.

(lxi)

“ MLMI 2005-A9 Cumulative Actual Losses ” shall mean the total cumulative realized losses for all collateral groups within the MLMI 2005-A9 Securitization Transaction, as set forth in the then-current related trustee’s report.

(lxii)

“ MLMI 2005-A9 Delinquent Amount ” shall mean the aggregate cumulative dollar amount of all loans in the MLMI 2005-A9 Securitization Transaction that are either delinquent least thirty (30) days, or in bankruptcy, as set forth in the then-current related trustee’s report.

(lxiii)

“ MLMI 2005-A9 Forecasted Losses ” shall mean an amount equal to the then-current MLMI 2005-A9 Loss Factor multiplied by the then-current MLMI 2005-A9 Delinquent Amount.

(lxiv)

“ MLMI 2005-A9 Loss Factor ” shall mean the greater of fifty percent (50%) and the then-current MLMI 2005-A9 3-Month Average Severity.

(lxv)

“ MLMI 2005-A9 Performance Amount ” shall mean the excess, if any, of the sum of the MLMI 2005-A9 Cumulative Actual Losses plus the MLMI 2005-A9 Forecasted Losses over the MLMI 2005-A9 Permitted Scheduled Losses, less the portion of any previous Performance Amount payments made pursuant to Paragraph 4(c) which are allocable to the MLMI 2005-A9 Securitization Transaction.

(lxvi)

“ MLMI 2005-A9 Permitted Scheduled Losses ” shall mean, on the date of each determination thereof, the applicable amount set forth on Schedule D hereof.

(lxvii)

“ MLMI 2005-A9 Securitization Transaction ” shall mean the securitization transaction described in the Sale and Servicing Agreement, dated as of December 22, 2005, between and among MERRILL LYNCH MORTGAGE INVESTORS, INC., as Depositor, MERRILL LYNCH MORTGAGE INVESTORS TRUST, SERIES 2005-A9, as Issuer, WACHOVIA BANK, NATIONAL ASSOCIATION, as Indenture Trustee, WELLS FARGO BANK, N.A., as Master Servicer and Securities Administrator, and TABERNA REALTY HOLDINGS TRUST, as Seller.

(lxviii)

“ Net Worth Event ” shall occur if RAIT Financial Trust fails to maintain an Effective Tangible Net Worth of at least $400,000,000 as of the end of any fiscal quarter

(lxix)

“ Obligor ” shall mean, with respect to any Purchased Asset, the Person or Persons obligated to make payments thereunder, including any guarantor thereof.

(lxx)

“ Operative Documents ” shall have the meaning given in Section 2(i) of this Annex I .

(lxxi)

“ Parent Guarantors ” shall mean (a) RAIT Financial Trust and (b) Taberna Realty Finance Trust.

(lxxii)

“ Payment Date ” shall mean, (a) initially, September 30, 2008 and (b) thereafter, the last Business Day of each month; provided that if there is a delay in the receipt of any Income during a particular month, the Buyer may extend, in its sole discretion, the applicable Payment Date for a time period not to exceed three additional Business Days.

(lxxiii)

“ Performance Amount ” shall mean the aggregate sum of the then-current (i) CMLTI 05-11 Performance Amount, (ii) BSARM 2005-7 Performance Amount, (iii) BSARM 2005-09 Performance Amount, and (iv) MLMI 2005-A9 Performance Amount

(lxxiv)

“ Periodic Price Differential Payment ” shall have the meaning given in Section 2(b) of this Annex I .

(lxxv)

“ Permitted Liens ” shall mean any of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced: (a) Liens for state, municipal or other local taxes if such taxes shall not at the time be due and payable, (b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens, arising in the ordinary course of business, securing obligations that are not overdue for a period of more than thirty (30) days, (c) Liens granted pursuant to or by this Repurchase Agreement, or (d) Liens created by or through Buyer.

(lxxvi)

“ Person ” shall mean an individual, partnership, firm, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, sole proprietorship, joint venture, government (or any agency or political subdivision or instrumentality thereof) or other entity.

(lxxvii)

“ Post-Default Rate ” shall, mean in respect of any amount under this Repurchase Agreement which is not paid when due to any Secured Party at the stated Repurchase Date or otherwise when due, a rate per annum determined on a 360-day per year basis during the period from and including the due date to but excluding the date on which such amount is paid in full equal to the Pricing Rate plus 700 basis points.

(lxxviii)

“ Property ” shall mean any right or interest in or to property of any kind whatsoever, whether real, personal or mixed, and whether tangible or intangible.

(lxxix)

“ Purchase Confirmation ” shall mean the irrevocable written purchase confirmation, substantially in the form of the attached Exhibit A .

(lxxx)

“ Purchase Documents ” shall mean this Repurchase Agreement, the Parent Guarantee, the Warrant Agreements, the UCC financing statement(s) filed pursuant to the terms of this Repurchase Agreement and any additional document the execution of which is necessary or incidental to carrying out the terms of the foregoing documents.

(lxxxi)

“ Purchased Asset Income Payment Amount ” shall mean, for any Payment Date, an amount equal to seventy percent (70%) of all principal payments generated by the Amortizing Assets and, for the purposes of Paragraph 5(b) only, eighty percent (80%) of all Income generated by the Interest Only Assets, in each case, received during the Accrual Period ending on such Payment Date; provided , that if a Minimum Liquidity Event or a RAIT Management Fee Event has occurred and is continuing, or if any payment due under the Affiliate Repurchase Agreement has not been made on a timely basis, the Purchased Asset Income Payment Amount shall mean, for any succeeding Payment Date, an amount equal to 100% of all Income with respect to all Purchased Assets and Collateral.

(lxxxii)

“ Purchased Assets ” shall mean each of the assets described on the attached Schedule A hereto.

(lxxxiii)

“ Quarterly Amortization Amount ” shall have the meaning set forth in Paragraph 4(b) of this Repurchase Agreement.

(lxxxiv)

“ RAIT Management Fee Event ” shall occur if, for any fiscal quarter, the aggregate RAIT Management Fees actually received by the Parent Guarantors during such quarter are less than $1,750,000.

(lxxxv)

“ RAIT Management Fees ” shall mean all fees and other income received by any Parent Guarantor in connection with the management of the following CDOs: (i) Taberna Preferred Funding I, Ltd., (ii) Taberna Preferred Funding II, Ltd., (iii) Taberna Preferred Funding III, Ltd., (iv) Taberna Preferred Funding IV, Ltd., (v) Taberna Preferred Funding V, Ltd., (vi) Taberna Preferred Funding VI, Ltd., (vii) Taberna Preferred Funding VII, Ltd., (viii) Taberna Preferred Funding VIII, Ltd., (ix) Taberna Preferred Funding IX, Ltd., (x) Taberna Europe CDO I, P.L.C., (xi) Taberna Europe CDO II, P.L.C., (xii) RAIT CRE CDO I, Ltd. and (xiii) RAIT CRE CDO II, Ltd.

(LXXXVI)

“ REIT ” shall mean real estate investment trust, as defined in Section 856(a) of the Code.

(lxxxvii)

“ REIT Status ” shall mean with respect to any Person, such Person’s status as a real estate investment trust, as defined in Section 856(a) of the Code, that satisfies the conditions and limitations set forth in Section 856(b) and 856(c) of the Code.

(lxxxviii)

“ Required Delivery Date ” shall have the meaning set forth in Paragraph 7 of this Repurchase Agreement.

(lxxxix)

“ Responsible Officer ” shall mean, with respect to any Person, the chief executive officer, chief financial officer, chief accounting officer, the treasurer or chief operating officer of such Person, any duly authorized officer of such Person with direct responsibility for the administration of this Repurchase Agreement and also, with respect to a particular matter, any other duly authorized officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

(xc)

“ Secured Party ” or “ Secured Parties ” shall mean Buyer, and all assignees and participants of Buyer.

(xci)

“ Securitization Transaction Documents ” shall mean the transaction documents for (i) BSARM 2005-09 Securitization Transaction, (ii) BSARM 2005-07 Securitization Transaction, (iii) CMLTI 05-11 Securitization Transaction, and (iv) MLMI 2005-A9 Securitization Transaction.

(xcii)

“ Seller ” shall mean Taberna Loan Holdings I, L.L.C.

(xciii)

“ Seller Deliverables ” shall have the meaning set forth in Paragraph 7 of this Repurchase Agreement.

(xciv)

“ Senior Liabilities ” shall mean the sum of total liabilities, including Capital Lease Obligations and all reserves for deferred taxes and other deferred items appearing on the liabilities side of a balance sheet, determined in accordance with GAAP.

(xcv)

“ Specified Transaction ” means any transaction (including an agreement with respect thereto) (i) in the case of Buyer, between Buyer or its Affiliates and Seller, and (ii) in the case of Seller, between Seller and any other person or entity, including, without limitation, Buyer and its Affiliates, that is a rate-swap transaction, swap option, basis swap, forward-rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, commodity transaction, credit derivative transaction, repurchase or reverse repurchase transaction, forward bond purchase transaction, buy/sell-back transaction, securities lending transaction, exchange-traded futures transaction, prime brokerage or margin lending transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, currency option or securities contract, repo transaction, stock lending transaction or any other similar transaction (including, without limitation, any option with respect to any of these transactions) or any combination of any of the foregoing transactions.

(xcvi)

“ Tangible Assets ” shall mean for any Person, Total Assets exclusive of Intangible Assets.

(xcvii)

“ Total Assets ” shall mean as to any Person, at any time, all assets of such Person, as defined and determined in accordance with GAAP.

(xcviii)

“ Taxes ” shall mean any present or future taxes, levies, imposts, duties, charges, assessments, deductions, withholdings or fees of any nature and all liabilities (including interest, penalties, and additions thereto) that are imposed,