0001529377-18-000010 Sample Contracts

REAFFIRMATION AND CONSENT
Reaffirmation And • March 1st, 2018 • Ares Commercial Real Estate Corp • Real estate investment trusts

Reference is hereby made to that certain AMENDMENT NUMBER FOUR TO CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO GENERAL CONTINUING GUARANTY, dated as of December 27, 2016 (the “Amendment”), by and among on the one hand, the lenders from time to time party thereto (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”) and CITY NATIONAL BANK, a national banking association, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and, on the other hand, ACRC LENDER LLC, a Delaware limited liability company (“Borrower”). All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Credit Agreement dated as of March 12, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),

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ASSIGNMENT AND AMENDMENT NO. 1 TO CUSTODIAL AGREEMENT
Custodial Agreement • March 1st, 2018 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

Assignor, the Sellers, the Mezzanine Subsidiary and the Custodian are parties to that certain Custodial Agreement, dated as of April 9, 2014 (the “Existing Custodial Agreement”; as amended by this Amendment, the “Custodial Agreement”). Capitalized terms, words and/or phrases used but not otherwise defined herein shall have the meanings given to them in the Existing Custodial Agreement.

AMENDMENT NUMBER FOUR TO CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO GENERAL CONTINUING GUARANTY
Credit Agreement • March 1st, 2018 • Ares Commercial Real Estate Corp • Real estate investment trusts

THIS AMENDMENT NUMBER FOUR TO CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO GENERAL CONTINUING GUARANTY (this “Amendment”), dated as of December 27, 2016 is entered into by and among, on the one hand, the several banks and other financial institutions and lenders from time to time party hereto (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and, collectively, as the “Lenders”), and CITY NATIONAL BANK, a national banking association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and, on the other hand, ACRC LENDER LLC, a Delaware limited liability company (the “Borrower”) and ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation (“Guarantor”), and in light of the following:

ASSIGNMENT AND AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENT AND ASSIGNMENT AND AMENDMENT NO. 3 TO PRICING LETTER
Master Repurchase Agreement • March 1st, 2018 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

Assignor, Sellers, Mezzanine Subsidiary and Guarantor are parties to that certain (a) Master Repurchase Agreement, dated as of April 9, 2014 (as amended by Amendment No. 1, dated as of April 28, 2014 and Amendment No. 2, dated as of October 21, 2015, the “Existing Repurchase Agreement”, and as further amended by this Amendment, and as may be further amended from time to time, the “Repurchase Agreement”) and (b) Pricing Letter, dated as of April 9, 2014 (as amended by Amendment No. 1, dated as of December 1, 2014 and Amendment No. 2, dated as of October 21, 2015, the “Existing Pricing Letter”, and as further amended by this Amendment, and as may be further amended from time to time, the “Pricing Letter”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement and Existing Pricing Letter, as applicable.

ASSIGNMENT AND REAFFIRMATION OF GUARANTY
Assignment and Reaffirmation of Guaranty • March 1st, 2018 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

Assignor, Sellers, Mezzanine Subsidiary and Guarantor are parties to that certain (a) Master Repurchase Agreement, dated as of April 9, 2014 (as amended, restated, supplemented or otherwise modified, the “Repurchase Agreement”) and (b) Pricing Letter, dated as of April 9, 2014 (as amended, restated, supplemented or otherwise modified, the “Pricing Letter”). The Guarantor is a party to that certain Guaranty, dated as of April 9, 2014 (the “Existing Guaranty”, as assigned by this Assignment and Reaffirmation, the “Guaranty”), made by Guarantor in favor of Assignor. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement, the Pricing Letter and the Existing Guaranty, as applicable.

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