FIRST AMENDMENT TO GUARANTY

Exhibit 10.3

FIRST AMENDMENT TO GUARANTY

THIS FIRST AMENDMENT TO GUARANTY, dated February 21, 2023 (this

“Amendment”), by and between BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (together with its successors and assigns, “Purchaser”), and XXXXXX MORTGAGE TRUST, INC., a Maryland corporation (“Guarantor”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Repurchase Agreement (as defined below and as amended hereby).

RECITALS

WHEREAS, Seller and Purchaser are parties to that certain Master Repurchase Agreement, dated as of December 21, 2018 (as amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “Repurchase Agreement”);

WHEREAS, in connection with the Repurchase Agreement, Guarantor made that certain Guaranty, dated as of December 21, 2018, for the benefit of Purchaser (the “Existing Guaranty” and, as amended by this Amendment, and as hereafter further amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “Guaranty”); and

WHEREAS, Purchaser and Seller desire to make certain amendments and modifications to the Existing Guaranty as further set forth herein.

NOW THEREFORE, in consideration of the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1

AMENDMENTS TO REPURCHASE AGREEMENT

Article V(k)(ii) of the Existing Guaranty is hereby amended and restated as follows:

(ii) Interest Coverage Ratio. Guarantor shall at all times maintain the ratio of EBITDA to Interest Expense for the period of twelve (12) consecutive months ended on or prior to such date of determination of no less than 1.40:1.00.

ARTICLE 2

REPRESENTATIONS

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Guarantor represents and warrants to Purchaser, as of the date of this Amendment,

as follows:

(a)all representations and warranties made by it in the Existing Guaranty are true and correct;

(b)it is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified in each jurisdiction necessary to conduct business as presently conducted;

(c)it is duly authorized to execute and deliver this Amendment and to perform its obligations under the Existing Guaranty, as amended and modified hereby, and has taken all necessary action to authorize such execution, delivery and performance;

(d)the person signing this Amendment on its behalf is duly authorized to do so on its

behalf;

(e)the execution, delivery and performance of this Amendment will not violate any

Requirement of Law applicable to it or its organizational documents or any agreement by which it is bound or by which any of its assets are affected;

(f)this Amendment has been duly executed and delivered by it; and

(g)the Existing Guaranty, as amended and modified hereby, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, other limitations on creditors’ rights generally and general principles of equity.

ARTICLE 3 EXPENSES

Guarantor shall promptly pay all of Purchaser’s out-of-pocket costs and expenses,

including reasonable fees and expenses of accountants, attorneys and advisors, incurred in connection with the preparation, negotiation, execution and consummation of this Amendment.

ARTICLE 4 GOVERNING LAW

THIS AMENDMENT (AND ANY CLAIM OR CONTROVERSY HEREUNDER)

SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS

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LAW OF THE STATE OF NEW YORK).

ARTICLE 5 MISCELLANEOUS

(a)Except as expressly amended or modified hereby, the Guaranty and the other

Transaction Documents shall each be and shall remain in full force and effect in accordance with their terms and are hereby ratified and confirmed. All references to the Transaction Documents shall be deemed to mean the Transaction Documents as modified by this Amendment.

(b)This Amendment may be executed in counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. The parties intend that faxed signatures and electronically imaged signatures (such as PDF files) shall constitute original signatures and are binding on all parties.

(c)The headings in this Amendment are for convenience of reference only and shall not affect the interpretation or construction of this Amendment.

(d)This Amendment may not be amended or otherwise modified, waived or supplemented except as provided in the Guaranty.

(e)This Amendment contains a final and complete integration of all prior expressions by the parties with respect to the subject matter hereof and shall constitute the entire agreement among the parties with respect to such subject matter, superseding all prior oral or written understandings.

(f)This Amendment and the Guaranty, as amended and modified hereby, is a single Transaction Document and shall be construed in accordance with the terms and provisions of the Guaranty.

[SIGNATURES FOLLOW]

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed, as of the date first above written.

PURCHASER:

BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales

By:

Name: Xxxxxxx X. Xxxxxxx

Title: Authorized Signatory

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

GUARANTOR:

XXXXXX MORTGAGE TRUST, INC.,

a Maryland corporation

By:

Name: X. Xxxxxxx XxXxxxxx

Title: Authorized Signatory