ras-ex48_522.htm

as Indenture Trustee, Paying Agent, Calculation Agent, Transfer Agent, Custodian, Backup


	TABLE OF CONTENTS

		Page


	ARTICLE I

	DEFINITIONS AND INTERPRETATION
Section 1.1	Definitions	3
Section 1.2	Assumptions and Calculations	39
Section 1.3	Rules of Construction	39

	ARTICLE II

	THE NOTES

Section 2.1	Forms Generally	41
Section 2.2	Authorized Amount; Note Interest Rate; Stated Maturity; Denominations	42
Section 2.3	Execution, Authentication, Delivery and Dating	43
Section 2.4	Registration, Transfer and Exchange of Notes	44
Section 2.5	Mutilated, Defaced, Destroyed, Lost or Stolen Notes	52
Section 2.6	Payment of Principal and Interest; Rights Preserved	52
Section 2.7	Persons Deemed Owners	57
Section 2.8	Cancellation	57
Section 2.9	Global Notes; Definitive Notes; Temporary Notes	57
Section 2.10	U.S. Tax Treatment of the Issuer and the Notes	59
Section 2.11	Authenticating Agents	60
Section 2.12	Book-Entry Provisions	61
Section 2.13	No Gross Up	61

	ARTICLE III CONDITIONS

	PRECEDENT

Section 3.1	General Provisions	62
Section 3.2	Security for the Notes	64
Section 3.3	Transfer of Pledged Assets	66

	ARTICLE IV SATISFACTION AND


	DISCHARGE

Section 4.1	Satisfaction and Discharge of Indenture	74
Section 4.2	Application of Trust Cash	75
Section 4.3	Repayment of Cash Held by Paying Agent	75

	ARTICLE V

	EVENTS OF DEFAULT; REMEDIES

Section 5.1	Indenture Events of Default	75
Section 5.2	Acceleration of Maturity; Rescission and Annulment	77
Section 5.3	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	78
Section 5.4	Remedies	80
Section 5.5	Preservation of Collateral	82
Section 5.6	Indenture Trustee May Enforce Claims Without Possession of Notes	83
Section 5.7	Application of Cash Collected	84
Section 5.8	Limitation on Suits	84
Section 5.9	Unconditional Rights of Noteholders to Receive Principal and Interest	84
Section 5.10	Restoration of Rights and Remedies	85
Section 5.11	Rights and Remedies Cumulative	85
Section 5.12	Delay or Omission Not Waiver89	85
Section 5.13	Control by Controlling Class	85
Section 5.14	Waiver of Past Defaults	86
Section 5.15	Undertaking for Costs	86
Section 5.16	Waiver of Stay or Extension Laws	86
Section 5.17	Sale of Collateral or Underlying Mortgage Pool	87
Section 5.18	Action on the Notes	87

	ARTICLE VI

	THE INDENTURE TRUSTEE

Section 6.1	Certain Duties and Responsibilities	88
Section 6.2	Notice of Indenture Event of Default	90
Section 6.3	Certain Rights of Indenture Trustee	90
Section 6.4	Not Responsible for Recitals or Issuance of Notes	92
Section 6.5	May Hold Notes	92
Section 6.6	Cash Held in Trust	93
Section 6.7	Compensation and Reimbursement	93
Section 6.8	Corporate Indenture Trustee Required; Eligibility	95


Section 6.9	Resignation and Removal; Appointment of Successor	95
Section 6.10	Acceptance of Appointment by Successor	97
Section 6.11	Merger, Conversion, Consolidation or Succession to Business of Indenture Trustee	97
Section 6.12	Co-Indenture Trustees and Separate Indenture Trustee	97
Section 6.13	Certain Duties Related to Delayed Payment of Proceeds	99
Section 6.14	Representations and Warranties of the Bank	99
Section 6.15	Requests for Consents	100
Section 6.16	Representative for Noteholders Only; Agent for Other Secured Parties	100
Section 6.17	Withholding	100
Section 6.18	USA Patriot Act	101

	ARTICLE VII

	COVENANTS

Section 7.1	Payment of Principal and Interest	102
Section 7.2	Maintenance of Office or Agency	102
Section 7.3	Cash for Payments to be Held in Trust	103
Section 7.4	Existence of Issuer; Compliance with Laws	104
Section 7.5	Protection of Collateral	105
Section 7.6	Opinions as to Collateral	108
Section 7.7	Performance of Obligations	108
Section 7.8	Negative Covenants	108
Section 7.9	Statement as to Compliance	110
Section 7.10	Issuer may Consolidate, Etc., Only on Certain Terms	110
Section 7.11	Successor Substituted	111
Section 7.12	No Other Business	112
Section 7.13	Reporting	112
Section 7.14	Calculation Agent	112
Section 7.15	Amendment or Termination of Certain Documents	113
Section 7.16	Permitted Subsidiaries	115
Section 7.17	Repurchase Requests	116
Section 7.18	[Reserved	116
Section 7.19	Purchase of the Delayed Close Mortgage Loan(s) After the Closing Date	116
Section 7.20	Qualified REIT Subsidiary Status	116
Section 7.21	ABS Due Diligence Services	116

	ARTICLE VIII SUPPLEMENTAL

	INDENTURES



Section 8.1	Supplemental Indentures Without Consent of Noteholders	116
Section 8.2	Supplemental Indentures With Consent of Noteholders	119
Section 8.3	Execution of Supplemental Indentures	121
Section 8.4	Effect of Supplemental Indentures	122
Section 8.5	Reference in Notes to Supplemental Indentures	122

	ARTICLE IX

	REDEMPTION OF NOTES

Section 9.1	Clean-up Call, Optional Redemption and Tax Redemption	123
Section 9.2	Redemption Procedures for Optional Redemption, Clean-up Call or Tax Redemption	124
Section 9.3	Notice to Indenture Trustee of Optional Redemption, Clean-up Call or Tax Redemption	124
Section 9.4	Notice of Optional Redemption, Clean-up Call or Tax Redemption or Maturity by the Issuer	124
Section 9.5	Notes Payable on Redemption Date	125
Section 9.6	Redemption From Unused Proceeds	126

	ARTICLE X

	ACCOUNTS, ACCOUNTINGS AND RELEASES

Section 10.1	Collection of Cash	127
Section 10.2	Principal Collection Account; Interest Collection Account; Custodial Account	127
Section 10.3	Note Payment Account	129
Section 10.4	Expense Account	130
Section 10.5	Unused Proceeds Account	131
Section 10.6	Reports by Parties	132
Section 10.7	Reports; Accountings	132
Section 10.8	Release of Assets	135
Section 10.9	[Reserved	136
Section 10.10	[Reserved	136
Section 10.11	Tax Matters	136
Section 10.12	Interest Advances	136
Section 10.13	Certain Procedures	139
Section 10.14	Information Available Electronically	139
Section 10.15	Investor Q&A Forum; Investor Registry	142


Section 10.16	Permitted Funded Companion Participation Acquisition Account	144

	ARTICLE XI

	APPLICATION OF CASH

Section 11.1	Disbursements of Cash from Note Payment Account	145
Section 11.2	Trust Accounts	151
Section 11.3	Securities Accounts	152


	ARTICLE XII

	PURCHASE AND SALE OF MORTGAGE LOANS; ACQUISITION OF
	RELATED FUNDED COMPANION PARTICIPATIONS; FUTURE FUNDING ESTIMATES

Section 12.1	Sale of Mortgage Loans	152
Section 12.2	Acquisition of the Delayed Close Mortgage Loan(s)	154
Section 12.3	Conditions Applicable to all Transactions Involving Sale or Grant	155
Section 12.4	Acquisition of Related Funded Companion Participations	155
Section 12.5	Ongoing Future Advance Estimates	156


	ARTICLE XIII

	SECURED PARTIES’ RELATIONS

Section 13.1	Subordination	157
Section 13.2	Standard of Conduct	161

	ARTICLE XIV

	MISCELLANEOUS

Section 14.1	Form of Documents Delivered to Indenture Trustee	161
Section 14.2	Acts of Noteholders	162
Section 14.3	Notices, Etc., to Indenture Trustee, the Issuer, the Servicer, the Operating Advisor, the Directing Holder and the Rating Agencies	162
Section 14.4	Notices and Reports to Noteholders; Waiver	165
Section 14.5	Effect of Headings and Table of Contents	165


Section 14.6	Successors and Assigns	165
Section 14.7	Severability	166
Section 14.8	Benefits of Indenture	166
Section 14.9	Governing Law	166
Section 14.10	Submission to Jurisdiction	166
Section 14.11	Counterparts	166
Section 14.12	Waiver of Jury Trial	166
Section 14.13	Confidential Treatment of Documents	167
Section 14.14	17g-5	167
Section 14.15	Rating Agency Condition	170
Section 14.16	Wells Fargo Delaware Trust Company, N.A	170


	ARTICLE XV

	ASSIGNMENT OF PURCHASE AND SALE AGREEMENTS, SERVICING AGREEMENT,
	INTERMEDIATE TRUST AGREEMENT AND TRUST ADMINISTRATION AGREEMENT

Section 15.1	Assignment of Purchase and Sale Agreements, Servicing Agreement, Intermediate Trust Agreement and Trust Administration Agreement	170

	ARTICLE XVI

	[RESERVED]

	ARTICLE XVII

	ADVANCING AGENT

Section 17.1	Liability of the Advancing Agent	171
Section 17.2	Merger or Consolidation of the Advancing Agent	171
Section 17.3	Limitation on Liability of the Advancing Agent and Others	172
Section 17.4	Representations and Warranties of the Advancing Agent	172
Section 17.5	Resignation and Removal; Appointment of Successor	173
Section 17.6	Acceptance of Appointment by Successor Advancing Agent	176


	EXHIBITS

	Exhibit A-1		Form of Class A Regulation S Global Note/Rule 144A Global Note
	Exhibit A-2		Form of Class A Definitive Note
	Exhibit A-3		Form of Class A-S Regulation S Global Note/Rule 144A Global Note
	Exhibit A-4		Form of Class A-S Definitive Note
	Exhibit A-5		Form of Class B Regulation S Global Note/Rule 144A Global Note
	Exhibit A-6		Form of Class B Definitive Note
	Exhibit A-7		Form of Class C Regulation S Global Note/Rule 144A Global Note
	Exhibit A-8		Form of Class C Definitive Note
	Exhibit A-9		Form of Class D Regulation S Global Note/Rule 144A Global Note
	Exhibit A-10		Form of Class D Definitive Note
	Exhibit A-11		Form of Class E Regulation S Global Note/Rule 144A Global Note
	Exhibit A-12		Form of Class E Definitive Note
	Exhibit A-13		Form of Class F Regulation S Global Note/Rule 144A Global Note
	Exhibit A-14		Form of Class F Definitive Note
	Exhibit A-15		Form of Class G Regulation S Global Note/Rule 144A Global Note
	Exhibit A-16		Form of Class G Definitive Note
	Exhibit A-17		Form of Class H Regulation S Global Note/Rule 144A Global Note
	Exhibit A-18		Form of Class H Definitive Note
	Exhibit B-1		Form of Transfer Certificate for Transfer from a Rule 144A Global Note or Definitive Note to a Regulation S Global Note
	Exhibit B-2		Form of Transfer Certificate for Transfer from a Regulation S Global Note or Definitive Note to a Rule 144A Global Note
	Exhibit B-3		Form of Transfer Certificate for Transfer from a Regulation S Global Note, Rule 144A Global Note or Definitive Note to a Definitive Note Exhibit B-4
	Exhibit B-4		Form of Transfer Certificate for Affiliates of RAIT Partnership
	Exhibit C		Form of Trust Receipt
	Exhibit D		Form of Request for Release
	Exhibit E		Form of NRSRO Certification
	Exhibit F		Form of Monthly Report
	Exhibit G-1		Form of Investor Certification (Indenture Trustee Website)
	Exhibit G-2		Form of Investor Certification (Monthly Report)
	Exhibit H		Form of Online Vendor Certification
	Exhibit I		Form of Indenture Trustee Report Regarding the Mortgage Loan File
	Exhibit J		Form of Acquisition of Related Funded Companion Participation Officer’s Certificate
	Exhibit K		Form of [Delayed Close Mortgage Loan][Related Funded Companion Participation] Subsequent Transfer Instrument (Seller to Trust Depositor)

THIS INDENTURE dated as of November 29, 2017 (the “Indenture”) is made among RAIT 2017-FL8 TRUST, a Delaware statutory trust, as issuer, RAIT PARTNERSHIP, L.P., as advancing agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as indenture trustee, paying agent, calculation agent, transfer agent, custodian, backup advancing agent and note registrar.

The Issuer is duly authorized to execute and deliver this Indenture to provide for the issuance of the Notes as provided herein. All covenants and agreements made by the Issuer herein are for the benefit and security of the Noteholders, the Servicer, the Special Servicer, the Trust Depositor, the Backup Advancing Agent, the Operating Advisor and the Indenture Trustee (collectively, the “Secured Parties”). The Issuer is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

All things necessary to make this Indenture a valid agreement of the Issuer in accordance with its terms have been done.

The Issuer hereby Grants to the Indenture Trustee, for the benefit and security of the Secured Parties, all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, all accounts, general intangibles, chattel paper, instruments, securities, investment property and any and all other property (other than Excepted Property) of any type or nature owned by it, including (a) the Intermediate Trust Certificate (which evidences the 100% beneficial ownership interest in (1) the Mortgage Loans (listed, as of the Closing Date, in the Schedule of Mortgage Loans hereto) and all payments thereon or with respect thereto and (2) any Delayed Close Mortgage Loan or Related Funded Companion Participation acquired by or at the direction of the Issuer after the Closing Date in accordance with the terms of this Indenture, and all payments thereon or with respect thereto), (b) the Custodial Account, the Interest Collection Account, the Principal Collection Account, the Participated Whole Loan Collection Account (to the extent of the Issuer’s interest therein), the Unused Proceeds Account, the Note Payment Account, the Expense Account, the Permitted Funded Companion Participation Acquisition Account, all funds and other property standing to the credit of each such account, Eligible Investments purchased with funds standing to the credit of each such account and all income from the investment of funds therein, (c) the rights of the Issuer under the Servicing Agreement and the Purchase and Sale Agreements, (d) all Cash delivered to the Indenture Trustee (directly or through a Securities Intermediary), (e) the Issuer’s ownership interest in, and rights to, all Permitted Subsidiaries, (f) the Issuer’s ownership interest in, and rights to, Sensitive Assets, and (g) all proceeds, accessions, profits, income benefits, substitutions and replacements, whether voluntary or involuntary, of and to any of the property of the Issuer described in the preceding clauses, but excluding Excepted Property (collectively, the “Collateral”). In addition, as further security for the Notes, the Issuer, as the 100% beneficial owner of the Intermediate Trust Certificate, hereby Grants to the Indenture Trustee, for the benefit and security of the Secured Parties, all of the Intermediate Trust’s rights, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, all accounts, general intangibles, chattel paper, instruments, securities, investment property and any and all other property (other than Excepted Property) of any type or nature owned by it, including (a) the Mortgage Loans (listed, as of the Closing Date, in the Schedule of Mortgage Loans hereto) and all payments thereon or with respect thereto and (b) any Delayed Close Mortgage Loan or Related Funded Companion Participation acquired by or at the direction of the Issuer after the Closing Date in accordance with the terms of this Indenture, and all payments thereon or with respect thereto.

Such Grants are made, however, to the Indenture Trustee to hold in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, except as expressly provided in this Indenture, and to secure (i) the payment of all amounts due on the Notes in accordance with their respective terms, (ii) the payment of all other sums payable under this Indenture (including by reference to any other agreement) and (iii) compliance with the provisions of this Indenture, all as provided in this Indenture (collectively, the “Secured Obligations”).

Except to the extent otherwise provided in this Indenture, the Issuer does hereby constitute and irrevocably appoint the Indenture Trustee the true and lawful attorney of the Issuer, with full power (in the name of the Issuer or otherwise), to exercise all rights of the Issuer with respect to the Collateral held for the benefit and security of the Secured Parties and to ask, require, demand, receive, settle, compromise, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of any of the Collateral held for the benefit and security of the Secured Parties, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Indenture Trustee may deem to be necessary or advisable in the premises. The power of attorney granted pursuant to this Indenture and all authority hereby conferred are granted and conferred solely to protect the Indenture Trustee’s interest in the Collateral held for the benefit and security of the Secured Parties and shall not impose any duty upon the Indenture Trustee to exercise any power. This power of attorney shall be irrevocable as one coupled with an interest prior to the payment in full of all the obligations secured hereby.

Except to the extent otherwise provided herein, this Indenture shall constitute a security agreement under the laws of the State of New York applicable to agreements made and to be performed therein. Upon the occurrence of any Indenture Event of Default, and in addition to any other rights available under this Indenture or any other instruments included in the Collateral held for the benefit and security of the Secured Parties or otherwise available at law or in equity, the Indenture Trustee shall have all rights and remedies of a secured party on default under the laws of the State of New York and other applicable law to enforce the assignments and security interests contained herein and, in addition, shall have the right, subject to compliance with any mandatory requirements of applicable law, to sell or apply any rights and other interests assigned or pledged hereby in accordance with the terms hereof at public or private sale.

It is expressly agreed that anything therein contained to the contrary notwithstanding, the Issuer shall remain liable under any instruments included in the Collateral to perform all the obligations assumed by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and except as otherwise expressly provided herein, the Indenture Trustee shall not have any obligations or liabilities under such instruments by reason of or arising out of this Indenture, nor shall the Indenture Trustee be required or obligated in any manner to perform or fulfill any obligations of the Issuer under or pursuant to such instruments or to make any payment, to make any inquiry as to the nature or sufficiency of any payment received by it, to present or file any claim, or to take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

The designation of the Indenture Trustee in any transfer document or record is intended and shall be deemed, first, to refer to the Indenture Trustee as custodian on behalf of the Issuer and second, to refer to the Indenture Trustee as secured party on behalf of the Secured Parties; provided that the Grant made by the Issuer to the Indenture Trustee pursuant to the Granting Clauses hereof shall apply to any Collateral bearing such designation.

The Indenture Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the required standard of care set forth herein such that the interests of the Secured Parties may be adequately and effectively protected.

The Indenture Trustee on behalf of each of the Secured Parties hereby agrees and acknowledges that none of the Secured Parties shall have any claim on the funds and property from time to time deposited or credited in or to the Trust Certificate Account or the proceeds thereof (other than in its capacity as a Holder of the Trust Certificate, if applicable).

On the Closing Date, the Trust Depositor will retain 100% of the Class H Notes. The Class H Notes are referred to in this Indenture as the EHRI. The fair value of the EHRI is $14,288,000.

As of the Closing Date, the Mortgage Loans have an aggregate outstanding Principal Balance equal to approximately $259,776,000.

Pursuant to the Seller Purchase and Sale Agreement, the Seller will be required to timely deliver (or cause to be timely delivered) to the Indenture Trustee any notices contemplated by Section 10.14(a)(v) of this Agreement.

Section 1.1 Definitions. Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Indenture. Whenever any reference is made to an amount the determination of which is governed by Section 1.2, the provisions of Section 1.2 shall be applicable to such determination or calculation, whether or not reference is specifically made to Section 1.2, unless some other method of calculation or determination is expressly specified in the particular provision.

“Accelerated Maturity Date” has the meaning specified in Section 5.5(a) hereof.

“Access Termination Notice” has the meaning specified in the Future Funding Agreement.

“Account” means any of the Interest Collection Account, the Principal Collection Account, the Note Payment Account, the Custodial Account, the Expense Account, the Unused Proceeds Account, the Permitted Funded Companion Participation Acquisition Account and the Trust Certificate Account. Any Account established hereunder shall include any number of sub-accounts or shall be sub-accounts of other accounts to the extent deemed necessary by the Indenture Trustee for convenience in administering the Accounts.

“Account Control Agreement” means the Securities Account Control Agreement dated as of the Closing Date, among the Issuer, the Indenture Trustee and the Securities Intermediary.

“Acquisition Criteria” means the following criteria that shall be satisfied with respect to each Related Funded Companion Participation as of the related acquisition date of such Related Funded Companion Participation:

(b) upon acquisition, the Related Funded Companion Participation will not be an Impaired Mortgage Loan;

(d) the requirements set forth in Section 12.4(b) regarding the representations and warranties with respect to such Related Funded Companion Participation and the related Mortgaged Property have been met (subject to such exceptions as are reasonably acceptable to the Special Servicer);

(e) no Control Shift Event with respect to the Class E Notes has occurred and is continuing;

(f) the acquisition of such Related Funded Companion Participation will be at a price no greater than the outstanding principal balance of such Related Funded Companion Participation; and

(g) notice has been provided to each Rating Agency at least five Business Days prior to such acquisition.

“Administrative Expenses” means with respect to any Payment Date (a) Indenture Trustee Expenses and (b) all amounts (including indemnities) due or accrued with respect to such Payment Date and payable by the Issuer or any Permitted Subsidiary to (i) the Owner Trustee pursuant to the Trust Agreement, (ii) the Intermediate Trust Trustee pursuant to the Intermediate Trust Agreement, (iii) the Independent accountants, agents and counsel of the Issuer for reasonable fees and expenses (including amounts payable in connection with the preparation of tax forms on behalf of the Issuer), (iv) any other Person in respect of any governmental fee, registered office fee, charge or tax in relation to the Issuer (as certified by an Authorized Officer of the Issuer to the Indenture Trustee), (v) the Placement Agents in respect of amounts payable to them under the Placement Agreement, (vi) the Rating Agencies in respect of Rating Agency Expenses, (vii) CREFC® in respect of the CREFC® Intellectual Property Royalty License Fee and (viii) any other Person in respect of any other fees or expenses permitted under this Indenture and the documents delivered pursuant to or in connection with this Indenture and the Notes; provided that Administrative Expenses shall not include (A) any amounts due or accrued with respect to the actions taken on or in connection with the Closing Date, (B) amounts payable in respect of the Notes or the Indenture Trustee Fee and (C) any Servicing Fee, Special Servicing Fee, Operating Advisor Fees or other amount payable or reimbursable to the Servicer, the Special Servicer or the Operating Advisor, respectively, pursuant to the terms of the Servicing Agreement.

“Advancing Agent” means RAIT Partnership, L.P., or any successor thereto in such capacity.

“Advancing Agent Fee” means a per annum fee payable to the Advancing Agent on each Payment Date in accordance with the Priority of Payments equal to 0.001% of the outstanding principal amount of the Class A Notes, Class A-S Notes and Class B Notes immediately prior to such Payment Date (except that if the Indenture Trustee is unable to identify a successor Advancing Agent at such rate of compensation, the Indenture Trustee will be authorized to make arrangements for increased compensation at a reasonable market rate, such increased rate to be payable by the Issuer). For so long as the Advancing Agent is an Affiliate of the Directing Holder, the Advancing Agent Fee will be 0.00%. Following any failure of the Advancing Agent to make any Interest Advance, the Backup Advancing Agent shall be obligated to make such Interest Advance, and the Advancing Agent Fee shall be payable to the Backup Advancing Agent.

“Affiliate” or “Affiliated” means, with respect to any Person, (i) any other Person who, directly or indirectly, is in control of, or controlled by, or is under common control with, such Person or (ii) any other Person who is a director, officer or employee (a) of such Person, (b) of any subsidiary or parent company of such Person or (c) of any Person described in clause (i) above. For the purposes of this definition, “control” of a Person shall mean the power, direct or indirect, (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of such Person, or (ii) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Notwithstanding the foregoing, “Affiliate,” with respect to the Issuer, does not include entities that are under common control by virtue of the affiliations of the directors of the Issuer.

“Agent Members” means members of, or participants in, the Depository, Clearstream or Euroclear.

“Aggregate Outstanding Amount” means, (i) when used with respect to any Class of Principal Balance Notes at any time, the aggregate principal amount of such Class of Principal Balance Notes Outstanding at such time, and (ii) when used with respect to all Classes of Principal Balance Notes in the aggregate, the aggregate principal amount of all Principal Balance Notes Outstanding at such time.

“Aggregate Principal Balance” means, when used with respect to any Pledged Assets or Mortgage Loans as of any date of determination, the sum of the Principal Balances on such date of determination of all such Pledged Assets or Mortgage Loans.

“Appraisal Reduction Event” means the occurrence of any of the following events with respect to a Mortgage Loan (or, in the case of a Mortgage Loan that is a Pari Passu Participation, the related Participated Whole Loan):

(1) the 90th day following the occurrence of any uncured delinquency in monthly payments with respect to such Mortgage Loan or Participated Whole Loan, as applicable;

(2) receipt of notice that the related borrower has filed a bankruptcy petition or the date on which a receiver is appointed and continues in such capacity or the 90th day after the related borrower becomes the subject of involuntary bankruptcy proceedings and such proceedings are not dismissed in respect of the Mortgaged Property securing such Mortgage Loan or Participated Whole Loan, as applicable;

(3) the date on which the Mortgaged Property securing such Mortgage Loan or Participated Whole Loan, as applicable, becomes REO Property;

(4) such Mortgage Loan or Participated Whole Loan, as applicable, becomes a Modified Mortgage Loan; and

(5) a payment default occurs with respect to a balloon payment; provided, however if (A) the related borrower is diligently seeking a refinancing commitment (and delivers a statement to that effect to the Servicer within 30 days after the default, who will promptly deliver a copy to the Special Servicer, the Operating Advisor and the Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing), (B) the related borrower continues to make its scheduled monthly payment, (C) no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan or Participated Whole Loan, as applicable, and (D) for so long as no Control Shift Event with respect to the Class E Notes has occurred and is continuing, the Directing Holder consents, an Appraisal Reduction Event will not occur until 90 days beyond the related maturity date, unless extended by the Special Servicer in accordance with the Transaction Documents, the Indenture or the Servicing Agreement; and provided, further, if the related borrower has delivered to the Servicer, who shall have promptly delivered a copy to the Special Servicer, the Operating Advisor, and for so long as no Consultation Termination Event has occurred and is continuing, the Directing Holder, on or before the 90th day after the related maturity date, a refinancing commitment reasonably acceptable to the Special Servicer, and the borrower continues to make its scheduled monthly payments (and no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan or Participated Whole Loan, as applicable), an Appraisal Reduction Event will not occur until the earlier of (1) 120 days beyond the related maturity date (or extended maturity date) and (2) the termination of the refinancing commitment.

“Authenticating Agent” means, with respect to the Notes or any Class of the Notes, the Person designated by the Indenture Trustee, if any, to authenticate such Notes on behalf of the Indenture Trustee pursuant to Section 2.11.

“Authorized Officer” means (i) with respect to the Issuer, any Officer (or attorney- in-fact appointed by the Issuer) of the Owner Trustee, the Servicer or the Trust Administrator who is authorized to act for the Issuer in matters relating to, and binding upon, the Issuer, (ii) with respect to the Trust Depositor, the Servicer or the Trust Administrator, initially those individuals the names of whom appear on the lists of Authorized Officers attached hereto (as such list may be modified or supplemented from time to time thereafter), (iii) with respect to the Indenture Trustee or any other bank or trust company acting as trustee of an express trust or as custodian, a Trust Officer and (iv)

with respect to the Intermediate Trust, any officer of the Intermediate Trust Trustee, the Servicer or the Intermediate Trust Administrator that is authorized to act for the Intermediate Trust or authorized to act for the Issuer, in matters relating to and binding upon, the Intermediate Trust. Each party may receive and accept a certification of the authority of any other party as conclusive evidence of the authority of any person to act, and such certification may be considered as in full force and effect until receipt by such other party of written notice to the contrary.

“Available Redemption Funds” has the meaning specified in Section 9.1(b) hereof.

“Backup Advancing Agent” means Wells Fargo Bank, National Association, solely in its capacity as backup advancing agent hereunder, unless a successor Person shall have become the backup advancing agent pursuant to the applicable provisions of this Indenture, and thereafter Backup Advancing Agent shall mean such successor Person.

“Bad Faith” means, with respect to the conduct or transaction concerned, the absence of “good faith” (as such term is defined in the UCC).

“Balance” means at any time, with respect to Cash or Eligible Investments in any Account at such time, the aggregate of the (i) current balance of Cash, demand deposits, time deposits, certificates of deposit, federal funds and money market funds; (ii) principal amount owing in respect of interest-bearing corporate and government securities, money market accounts, repurchase obligations and reinvestment agreements; and (iii) purchase price (but not greater than the face amount) of non-interest-bearing government and corporate securities and commercial paper.

“Bank” means Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States, in its individual capacity and not as Indenture Trustee.

“Bankruptcy Code” means the United States Bankruptcy Code, Title 11 of the United States Code, as amended.

“Beneficial Owner” means any Person owning an interest in a Global Note as reflected on the books of the Depository or on the books of a Depository Participant or on the books of an indirect participant for which a Depository Participant of the Depository acts as agent.

“Board Resolution” means with respect to the Issuer, a resolution or written consent of the holder of the Trust Certificate.

“Business Day” means a day on which commercial banks are open for business in each of New York, New York, Atlanta, Georgia, London, England and the city in which the Corporate Trust Office of each of the Indenture Trustee, the Intermediate Trust Trustee and the Owner Trustee is located and, in the case of the final payment of principal of any Note, the place of presentation of such Note.

“Calculation Amount” means, with respect to any Mortgage Loan (or, in the case of a Mortgage Loan that is a Pari Passu Participation, the related Participated Whole Loan) as to which an Appraisal Reduction Event has occurred, the lesser of (a) the outstanding principal amount of such Mortgage Loan or Participated Whole Loan, as applicable, and (b) the sum of (1) the appraised value(s) (net of any prior mortgage liens) of the related Mortgaged Property or Mortgaged Properties securing such Mortgage Loan or Participated Whole Loan, as applicable, as determined by the most recent Updated Appraisal in respect of such Mortgaged Property or Mortgaged Properties, plus (2) all escrows, letters of credit and reserves (other than escrows and reserves for taxes, ground rents, assessments and insurance) plus (3) all insurance and casualty proceeds and condemnation awards that constitute collateral for the related Mortgage Loan or Participated Whole Loan, as applicable (whether paid or then payable by any insurance company or government authority), in each case, as determined by the Special Servicer (in the case of any Mortgage Loan that is a Pari Passu Participation, the amount determined by this clause (b) shall be reduced by the proportionate share attributable to the funded portion of the Companion Participation, if any).

“Cash” means such coin or currency of the United States of America as at the time shall be legal tender for payment of all public and private debts.

“Cash Purchaser” has the meaning specified in the definition of “Qualified Buyer”.

“Certificate of Authentication” has the meaning specified in Section 2.3(f) hereof.

“Certificate Register” has the meaning give to such term in the Trust Agreement.

“Certificated Security” has the meaning specified in Section 8-102(a)(4) of the UCC.

“Class” means, with respect to the Notes, each of the eight classes thereof consisting of the Class A Notes, the Class A-S Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes, the Class G Notes and the Class H Notes, respectively.

“Class A Defaulted Interest Amount” means, with respect to the Class A Notes as of each Payment Date, the accrued and unpaid amount due to holders of the Class A Notes on account of any interest shortfalls in respect of the Class A Notes with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful).

“Class A Notes” means the Class A First Priority Senior Secured Floating Rate Notes due December 2037, issued by the Issuer on the Closing Date in respect of which the Holders are entitled to receive interest at the Class A Note Rate.

“Class A Note Rate” means, for each Interest Period relating to a Payment Date, the applicable value of LIBOR, plus (i) prior to and including the Payment Date occurring in November 2022, 0.850%, and (ii) beginning with the payment made on the Payment Date occurring in November 2022, 1.100%.

“Class A Subordinate Interests” has the meaning specified in Section 13.1(a) hereof.

“Class A-S Defaulted Interest Amount” means, with respect to the Class A-S Notes as of each Payment Date, the accrued and unpaid amount due to holders of the Class A-S Notes on account of any interest shortfalls in respect of the Class A-S Notes with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful).

“Class A-S Notes” means the Class A-S Second Priority Senior Secured Floating Rate Notes due December 2037, issued by the Issuer on the Closing Date in respect of which the Holders are entitled to receive interest at the Class A-S Note Rate.

“Class A-S Note Rate” means, for each Interest Period relating to a Payment Date, the applicable value of LIBOR, plus Date (i) prior to and including the Payment Date occurring in November 2022, 1.450%, and (ii) beginning with the payment made on the Payment Date occurring in November 2022, 1.700%.

“Class A-S Subordinate Interests” has the meaning specified in Section 13.1(b) hereof.

“Class B Defaulted Interest Amount” means, with respect to the Class B Notes as of each Payment Date, the accrued and unpaid amount due to holders of the Class B Notes on account of any interest shortfalls in respect of the Class B Notes with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful).

“Class B Notes” means the Class B Third Priority Senior Secured Floating Rate Notes due December 2037, issued by the Issuer on the Closing Date in respect of which the Holders are entitled to receive interest at the Class B Note Rate.

“Class B Note Rate” means, for each Interest Period relating to a Payment Date, the applicable value of LIBOR, plus (i) prior to and including the Payment Date occurring in November 2022, 1.750%, and (ii) beginning with the payment made on the Payment Date occurring in November 2022, 2.250%.

“Class B Subordinate Interests” has the meaning specified in Section 13.1(c) hereof.

“Class C Defaulted Interest Amount” means, with respect to the Class C Notes as of each Payment Date on which no Class A Notes, Class A-S Notes or Class B Notes are Outstanding, the accrued and unpaid amount due to holders of the Class C Notes (other than the Class C Deferred Interest Amount) on account of any interest shortfalls in respect of the Class C Notes with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful).

“Class C Deferred Interest Amount” has the meaning specified in Section 2.6(b).

“Class C Notes” means the Class C Fourth Priority Deferrable Senior Secured Floating Rate Notes due December 2037, issued by the Issuer on the Closing Date in respect of which the Holders are entitled to receive interest at the Class C Note Rate.

“Class C Note Rate” means, for each Interest Period relating to a Payment Date, the applicable value of LIBOR, plus (i) prior to and including the Payment Date occurring in November 2022, 2.250%, and (ii) beginning with the payment made on the Payment Date occurring in November 2022, 2.750%.

“Class C Subordinate Interests” has the meaning specified in Section 13.1(d) hereof.

“Class D Defaulted Interest Amount” means, with respect to the Class D Notes as of each Payment Date on which no Class A Notes, Class A-S Notes, Class B Notes or Class C Notes are Outstanding, the accrued and unpaid amount due to holders of the Class D Notes (other than the Class D Deferred Interest Amount) on account of any interest shortfalls in respect of the Class D Notes with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful).

“Class D Deferred Interest Amount” has the meaning specified in Section 2.6(c).

“Class D Notes” means the Class D Fifth Priority Deferrable Senior Secured Floating Rate Notes due December 2037, issued by the Issuer on the Closing Date in respect of which the Holders are entitled to receive interest at the Class D Note Rate.

“Class D Note Rate” means, for each Interest Period relating to a Payment Date, the applicable value of LIBOR, plus (i) prior to and including the Payment Date occurring in November 2022, 3.750%, and (ii) beginning with the payment made on the Payment Date occurring in November 2022, 4.25%.

“Class D Subordinate Interests” has the meaning specified in Section 13.1(e) hereof.

“Class E Defaulted Interest Amount” means, with respect to the Class E Notes as of each Payment Date on which no Class A Notes, Class A-S Notes, Class B Notes, Class C Notes or Class D Notes are Outstanding, the accrued and unpaid amount due to holders of the Class E Notes (other than the Class E Deferred Interest Amount) on account of any interest shortfalls in respect of the Class E Notes with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful).

“Class E Deferred Interest Amount” has the meaning specified in Section 2.6(f).

“Class E Note Rate” means, for each Interest Period relating to a Payment Date, the applicable value of LIBOR, plus 5.750%.

“Class E Notes” means the Class E Income Notes due December 2037, issued by the Issuer on the Closing Date in respect of which the Holders are entitled to receive interest at a rate per annum equal to the Class E Note Rate.

“Class E Subordinate Interests” has the meaning specified in Section 13.1(h) hereof.

“Class F Defaulted Interest Amount” means, with respect to the Class F Notes as of each Payment Date on which no Class A Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D Notes or Class E Notes are Outstanding, the accrued and unpaid amount due to holders of the Class F Notes (other than the Class F Deferred Interest Amount) on account of any interest shortfalls in respect of the Class F Notes with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful).

“Class F Deferred Interest Amount” has the meaning specified in Section 2.6(g).

“Class F Note Rate” means, for each Interest Period relating to a Payment Date, the applicable value of LIBOR, plus 7.750%.

“Class F Notes” means the Class F Income Notes due December 2037, issued by the Issuer on the Closing Date in respect of which the Holders are entitled to receive interest at a rate per annum equal to the Class F Note Rate.

“Class F Subordinate Interests” has the meaning specified in Section 13.1(i) hereof.

“Class G Defaulted Interest Amount” means, with respect to the Class G Notes as of each Payment Date on which no Class A Notes, Class A-S Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes or Class F Notes are Outstanding, the accrued and unpaid amount due to holders of the Class G Notes (other than the Class G Deferred Interest Amount) on account of any interest shortfalls in respect of the Class G Notes with respect to any preceding Payment Date or Payment Dates, together with interest accrued thereon (to the extent lawful).

“Class G Deferred Interest Amount” has the meaning specified in Section 2.6(h). “Class G Note Rate” means, for each Interest Period relating to a Payment Date, the applicable value of LIBOR, plus 10.000%.

“Class G Notes” means the Class G Income Notes due December 2037, issued by the Issuer on the Closing Date in respect of which the Holders are entitled to receive interest at a rate per annum equal to the Class G Note Rate.

“Class H Notes” means the Class H Income Notes due December 2037, issued by the Issuer on the Closing Date in respect of which the Holders are entitled to receive any Interest Proceeds remaining after all other amounts payable therefrom.

“Class H Subordinate Interests” has the meaning specified in Section 13.1(k) hereof.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

“Clearing Corporation” has the meaning specified in Section 8-102(a)(5) of the UCC.

“Closing Date Mortgage Loans” means the Mortgage Loans, other than the Delayed Close Mortgage Loan, that are deposited into the Intermediate Trust on the Closing Date, which are listed on Schedule A attached hereto.

“Code” means the U.S. Internal Revenue Code of 1986, as amended. “Collateral” has the meaning specified in the Granting Clauses.

“Collection Accounts” means the Interest Collection Account and the Principal Collection Account.

“Companion Participation” means the non-controlling pari passu participation interest in a Participated Whole Loan that is not included in the Underlying Mortgage Pool or beneficially owned by the Issuer.

“Controlling Class” means the Class A Notes or, if there are no Class A Notes Outstanding, then the Class A-S Notes or, if there are no Class A-S Notes Outstanding, then the Class B Notes or, if there are no Class B Notes Outstanding, then the Class C Notes or, if there are no Class C Notes Outstanding, then the Class D Notes or, if there are no Class D Notes Outstanding, then the Class E Notes or, if there are no Class E Notes Outstanding, then the Class F Notes or, if there are no Class F Notes Outstanding, then the Class G Notes or, if there are no Class G Notes Outstanding, then the Class H Notes.

“Consultation Termination Event” has the meaning specified in the Servicing Agreement.

“Corporate Trust Office” means (a) in the case of the Indenture Trustee (i) for Note transfer purposes, the principal corporate trust office at Wells Fargo Bank, National Association, Corporate Trust Operations, MAC N9300-070, 600 South Fourth Street, 7th Floor, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services – RAIT 2017-FL8, and (ii) for all other purposes, at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Client Manager – RAIT 2017-FL8 and (b) and in the case of the Owner Trustee, 919 N. Market Street, Suite 1600, Wilmington, Delaware 19801, Attention: RAIT 2017-FL8 and in each case, such other address as the Indenture Trustee or Owner Trustee may designate from time to time by notice to the Noteholders, the Servicer, and the Issuer, or the principal corporate trust office of any successor Indenture Trustee or Owner Trustee.

“Credit Enhancement Level” means, with respect to any Class of Principal Balance Notes, the fraction, expressed as a percentage, where the numerator is the Aggregate Outstanding Amount (excluding the Deferred Interest Amount) of each Class of Principal Balance Notes that is subordinate to such Class of Principal Balance Notes, and the denominator is the Aggregate Outstanding Amount (excluding the Deferred Interest Amount) of all Classes of Principal Balance Notes.

“Credit Risk Retention Rules” means the final credit risk retention rule issued by the Securities and Exchange Commission (appearing at 17 CFR § 246.1, et seq.) that adopted the joint final rule promulgated by the Regulatory Agencies (appearing at 79 F.R. 77601; pages 77740-77766) to implement the credit risk retention requirements of Section 15G of the Securities Exchange Act of 1934, as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as such rule may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Regulatory Agencies in the adopting release (79 FR 77601 et seq.) or by the staff of any such agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective from time to time.

“CREFC®” means CRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any association or organization that is a successor thereto.

“CREFC® Intellectual Property Royalty License Fee” means with respect to each Mortgage Loan and for any Payment Date, an amount accrued during the related Interest Period at the CREFC® Intellectual Property Royalty License Fee Rate on the Principal Balance of such Mortgage Loan as of the close of business on the Determination Date in such Interest Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan is computed and shall be prorated for partial periods.

“CREFC® Intellectual Property Royalty License Fee Rate” means, with respect to each Mortgage Loan, a rate equal to 0.0005% per annum.

“Custodial Account” means the Securities Account designated the “Custodial Account” and established in the name of the Indenture Trustee pursuant to Section 10.2(i) hereof.

“Default” means any Indenture Event of Default or any occurrence that, with notice or lapse of time or both, would become an Indenture Event of Default.

“Defaulted Interest Amount” means the Class A Defaulted Interest Amount, Class A-S Defaulted Interest Amount, Class B Defaulted Interest Amount, Class C Defaulted Interest Amount, Class D Defaulted Interest Amount, Class E Defaulted Interest Amount, Class F Defaulted Interest Amount or Class G Defaulted Interest Amount, as applicable, in accordance with Section 5.1(a). For the avoidance of doubt, so long as a more senior Class of Principal Balance Notes is Outstanding, any interest payment due on the Class C Notes, Class D Notes, Class E Notes, Class F Notes, Class G Notes or Class H Notes, as applicable, that is not paid as a result of the operation of the Priority of Payments on any Payment Date shall not be considered a “Defaulted Interest Amount.”

“Defaulted Mortgage Loan” means, for purposes of this Indenture, any Mortgage Loan (or, in the case of a Mortgage Loan that is a Pari Passu Participation, the related Participated Whole Loan) as to which either (x) a payment default (after giving effect to any applicable grace, notice or cure period but without giving effect to any waiver) has occurred and is continuing for more than 60 days; or (y) there is known to the Special Servicer a material non-monetary event of default that has occurred and is continuing (after giving effect to any applicable grace, notice or cure period but without giving effect to any waiver) for more than 60 days after the Special Servicer obtained actual knowledge thereof and provided any required notices have been delivered to the related borrower.

“Deferred Interest Amount” means the Class C Deferred Interest Amount, the Class D Deferred Interest Amount, the Class E Deferred Interest Amount, the Class F Deferred Interest Amount and the Class G Deferred Interest Amount, as applicable.

“Depositor Purchase and Sale Agreement” means the Purchase and Sale Agreement, dated on or about the Closing Date, by and among RAIT 2017-FL8 Trust, as purchaser and RAIT 2017-FL8, LLC, as seller and any other Depositor Purchase and Sale Agreement entered into after the Closing Date if a purchase agreement is necessary to comply with this Indenture, which agreement is pledged to the Indenture Trustee pursuant to this Indenture.

“Depository” or “DTC” means The Depository Trust Company, a New York corporation, its nominees, and their respective successors.

“Depository Participant” means a broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository effects book-entry transfers and pledges of Notes deposited with the Depository.

“Determination Date” means the 11th day of each month, commencing in December 2017, or if such date is not a Business Day, the next succeeding Business Day.

“Directing Holder” means the Majority Holder(s) (or the appointed representative of the Majority Holder(s)) of the most subordinate of (1) the Class E Notes, (2) the Class F Notes, (3) the Class G Notes and (4) the Class H Notes, in each case, as to which no Control Shift Event has occurred and is continuing. None of the Holders of the Senior Notes will be eligible to act as (or appoint a representative to act as) the Directing Holder at any time. The initial Directing Holder will be the Trust Depositor.

“Distribution” means, for purposes of this Indenture, any payment of principal, interest or fee or any dividend or premium payment made on, or any other distribution in respect of, the Intermediate Trust Certificate, an Eligible Investment or other Pledged Asset.

“Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United States as at the time shall be legal tender for all debts, public and private.

“Due Date” means each date on which a Distribution is due on a Pledged Asset or a Mortgage Loan.

“Due Period” means, with respect to any Payment Date, the period that commences on the day after the second preceding Determination Date and ends on and includes the Determination Date immediately preceding such Payment Date, except that (a) the initial Due Period will commence on, and include, the Closing Date and (b) the final Due Period will end on, and include, the day preceding the Stated Maturity of the Notes. The “Payment Date” relating to any Due Period shall be the first Payment Date following the last day of such Due Period.

“Early Unused Proceeds Release Date” means, in the event the Seller has reasonably determined that a Delayed Close Mortgage Loan will not be originated or be available for acquisition by the Trust Depositor to be included as an asset of the Intermediate Trust on or prior to the Purchase Termination Date, such earlier date as is designated by the Seller (by providing written notice to the Issuer, the Trust Depositor and the Indenture Trustee) for such Delayed Close Mortgage Loan. An Early Unused Proceeds Release Date shall not be any day from and including the Determination Date to and including the Payment Date in any month.

“EHRI” means the Class H Notes, which are retained by the Trust Depositor on the Closing Date.

“Eligible Investments” include any Dollar-denominated investment that is one or more of the following (and may include investments for which the Indenture Trustee and/or its Affiliates or the Servicer and/or its Affiliates provides services or receives compensation):

(b) direct Registered obligations of, and Registered obligations the timely payment of principal and interest on which is fully and expressly guaranteed by, the United States or any agency or instrumentality of the United States the obligations of which are expressly backed by the full faith and credit of the United States;

(c) demand and time deposits in, certificates of deposit of, bankers’ acceptances payable within 183 days of issuance issued by, or federal funds sold by any depository institution or trust company incorporated under the laws of the United States (including the Bank) or any state thereof and subject to supervision and examination by federal and/or state banking authorities so long as the commercial paper and/or the debt obligations of such depository institution or trust company (or, in the case of the principal depository institution in a holding company system, the commercial paper or debt obligations of such holding company) at the time of such investment or contractual commitment providing for such investment are rated (i) in the highest short-term debt rating category of DBRS (or, if not rated by DBRS, an equivalent rating by any two other NRSROs) and (ii) at least “Aa3/P-1” by Moody’s;

(d) unleveraged repurchase obligations with respect to (i) any security described in clause (b) above or (ii) any other Registered obligation issued or guaranteed by an agency or instrumentality of the United States (in each case without regard to the stated maturity of such security), in either case entered into with a U.S. federal or state depository institution or trust company (acting as principal) described in clause (c) above or entered into with a corporation (acting as principal) the short-term obligations of which are rated (i) in the highest short-term debt rating category of DBRS (or, if not rated by DBRS, an equivalent rating by any two other NRSROs) and (ii) at least “Aa3/P-1” by Moody’s;

(e) registered debt securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof that are rated (i) in the highest short-term debt rating category of DBRS (or, if not rated by DBRS, an equivalent rating by any two other NRSROs) and (ii) at least “Aa3/P-1” by Moody’s;

(f) commercial paper or other short-term obligations with a maturity of not more than 183 days from the date of issuance that are rated (i) in the highest short-term debt rating category of DBRS (or, if not rated by DBRS, an equivalent rating by any two other NRSROs) and (ii) at least “Aa3/P-1” by Moody’s;

(g) registered reinvestment agreement issued or unconditionally guaranteed by any bank, or a Registered reinvestment agreement issued or unconditionally guaranteed by any insurance company or a Registered reinvestment agreement issued or unconditionally guaranteed by any other corporation or entity (if treated as debt by the obligor) that is rated (i) in the



	SCHEDULES

	Schedule A		Schedule of Mortgage Loans
	Schedule B		LIBOR Formula


	Schedule C-1		List of Authorized Officers of the Trust Depositor
	Schedule C-2		List of Authorized Officers of the Servicer


	Exhibit L		Form of [Delayed Close Mortgage Loan][Related Funded Companion
			Participation] Subsequent Transfer Instrument (Trust Depositor to Issuer)
	Exhibit M		Form of Direction Letter Regarding Acquisition of Related Funded Companion Participations


USActive 37579766.24	-i-


USActive 37579766.24	-ii-


USActive 37579766.24	-iii-


USActive 37579766.24	-iv-