Ares Commercial Real Estate Corp Sample Contracts

ARES COMMERCIAL REAL ESTATE CORPORATION 6,500,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 22nd, 2021 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
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ARES COMMERCIAL REAL ESTATE CORPORATION AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 19, 2012 7.000% Convertible Senior Notes due 2015
Indenture • December 19th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

INDENTURE dated as of December 19, 2012 between ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 4th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2012, between Ares Commercial Real Estate Corporation, a Maryland corporation (the “Company”), and (“Indemnitee”).

MASTER REPURCHASE AND SECURITIES CONTRACT ACRC LENDER W LLC as Seller and WELLS FARGO BANK, NATIONAL ASSOCIATION as Buyer Dated as of December 14, 2011
Master Repurchase and Securities Contract • April 17th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

THIS MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of December 14, 2011 (this "Agreement"), is made by and between ACRC LENDER W LLC, a Delaware limited liability company ("Seller") and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (as more specifically defined below, "Buyer"). Seller and Buyer (each a "Party") hereby agree as follows:

AMENDED AND RESTATED MANAGEMENT AGREEMENT BETWEEN ARES COMMERCIAL REAL ESTATE CORPORATION AND ARES COMMERCIAL REAL ESTATE MANAGEMENT LLC
Management Agreement • July 29th, 2022 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

This Amended and Restated Management Agreement (this “Agreement”) is made as of July 26, 2022, by and between Ares Commercial Real Estate Corporation, a Maryland corporation (together with its subsidiaries, the “Company”), and Ares Commercial Real Estate Management LLC, a Delaware limited liability company (the “Manager”).

ARES COMMERCIAL REAL ESTATE CORPORATION 7,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: May 17, 2022 CONTENTS
Underwriting Agreement • May 20th, 2022 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

Notwithstanding anything to the contrary herein, the undersigned shall be permitted to (A) participate in, and establish a contract, instruction or plan meeting the requirements of Rule 10b5-1(c)(1) under the Exchange Act (a “10b5-1 Plan”), at any time during the 30-day lock-up period; provided that, prior to the expiration of the 30-day lock-up period, (x) with respect to any 10b5-1 Plan entered into after the date hereof, the undersigned shall not sell any of the undersigned’s Lock-Up Securities under such 10b5-1 Plan and (y) the undersigned shall not make any public announcement with respect to such 10b5-1 Plan entered into after the date hereof, (B) sell shares of Common Stock pursuant to a 10b5-1 Plan, as existing as of the date hereof, if then permitted by the Company and applicable law; provided that, any filing made under the Exchange Act in connection therewith shall state that such sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the undersigned or (C) se

SECOND AMENDED AND RESTATED GUARANTEE AGREEMENT
Guarantee Agreement • February 15th, 2022 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

SECOND AMENDED AND RESTATED GUARANTEE AGREEMENT, dated as of February 10, 2022 (as the same has been and may be further amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation (“Guarantor”) having its principal place of business c/o Ares Management LLC, One North Wacker Drive, 48th Floor, Chicago, IL 60606, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”) and any of its parent, subsidiary or affiliated companies (collectively, “Beneficiary”).

Contract
Credit and Guaranty Agreement • December 29th, 2017 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York
GUARANTY AGREEMENT
Guaranty Agreement • May 24th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of the 18th day of May, 2012, by Guarantor (as hereinafter defined) for the benefit of Lender (as hereinafter defined).

AMENDMENT NO. 2 TO AMENDED AND RESTATED BRIDGE LOAN WAREHOUSING CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • October 3rd, 2017 • Ares Commercial Real Estate Corp • Real estate investment trusts

THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED BRIDGE LOAN WAREHOUSING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of October 2, 2017, by and among ACRC LENDER B LLC, a Delaware limited liability company (the “Borrower”), the Persons party to the Credit Agreement (as defined herein) from time to time as lenders (the “Lenders”) and BANK OF AMERICA, N.A., a national banking association, as a Lender and in its capacity as administrative agent for the Lenders under the Credit Agreement (in its capacity as administrative agent, the “Administrative Agent”).

AMENDMENT NO. 3 TO SIXTH AMENDED AND RESTATED MORTGAGE WAREHOUSING CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • April 20th, 2015 • Ares Commercial Real Estate Corp • Real estate investment trusts

This Amendment No. 3 to Sixth Amended and Restated Mortgage Warehousing Credit and Security Agreement (this “Amendment”) is entered into as of April 15, 2015 by and among ACRE CAPITAL LLC (the “Borrower”), the financial institutions (the “Lenders”) party to that certain Credit Agreement (as defined below) and Bank of America, N.A., as agent for the Lenders (in such capacity, the “Agent”).

CREDIT AGREEMENT by and among ACRC LENDER LLC, as Borrower, THE LENDERS PARTIES HERETO FROM TIME TO TIME as the Lenders, and CITY NATIONAL BANK, together with its successors and assigns as the Arranger and Administrative Agent Dated as of July 30, 2014
Credit Agreement • July 31st, 2014 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

THIS CREDIT AGREEMENT, dated as of July 30, 2014, is entered into by and among, on the one hand, the lenders identified on the signature pages hereof (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 (“CNB”), as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, “Agent”), and, on the other hand, ACRC LENDER LLC, a Delaware limited liability company (“Borrower”). The parties agree as follows:

THIRD AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT
Master Repurchase and Securities Contract Agreement • August 2nd, 2023 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

This THIRD AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT, dated as of July 27, 2023 (this “Amendment”), is made by and between ACRC LENDER MS LLC, a Delaware limited liability company (“Seller”), and MORGAN STANLEY BANK, N.A., a national banking association (together with its successors and assigns, “Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 13th, 2013 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 30, 2013, by and among Ares Commercial Real Estate Corporation, a Maryland corporation (the “Company”), Alliant, Inc., a Florida corporation, and The Alliant Company, LLC, a Florida limited liability company (each, an “Investor” and, collectively, the “Investors”).

MANAGEMENT AGREEMENT BETWEEN ARES COMMERCIAL REAL ESTATE CORPORATION AND ARES COMMERCIAL REAL ESTATE MANAGEMENT LLC
Management Agreement • April 12th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

This Management Agreement (this "Agreement") is made as of , 2012, by and between Ares Commercial Real Estate Corporation, a Maryland corporation (together with its subsidiaries, the "Company"), and Ares Commercial Real Estate Management LLC, a Delaware limited liability company (the "Manager").

INTERCOMPANY SUBORDINATION AGREEMENT
Intercompany Subordination Agreement • July 31st, 2014 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

THIS INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of July 30, 2014, is made by and among ACRC LENDER LLC, a Delaware limited liability company (“Borrower”), ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation (“Guarantor”, together with Borrower, referred to hereinafter each individually as an “Obligor”, and individually and collectively, jointly and severally, as the “Obligors”), in favor of CITY NATIONAL BANK, a national banking association, as the arranger and administrative agent for the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”).

MORTGAGE ASSET PURCHASE AGREEMENT
Mortgage Asset Purchase Agreement • January 29th, 2021 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

This MORTGAGE ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of January 28, 2021 by and among ACRC LENDER LLC, a Delaware limited liability company (the “Seller”), ACRE COMMERCIAL MORTGAGE 2021-FL4 LTD., an exempted company incorporated in the Cayman Islands with limited liability (the “Issuer”) and, solely as to Section 4(k), ACRC 2017-FL3 Holder REIT LLC, a Delaware limited liability company (“ACRC Sub-REIT”).

FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • August 9th, 2017 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

This FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT (this “Amendment”) is made as of this 4th day of August, 2017 (this “Amendment”), by and between ACRC LENDER ML LLC, a Delaware limited liability company (“Seller”), and METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (together with its permitted successors and assigns, “Buyer”). 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).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 12th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT ("Agreement") is made and entered into as of the day of , 2012, between Ares Commercial Real Estate Corporation, a Maryland corporation (the "Company"), and ("Indemnitee").

SUBSTITUTE GUARANTY AGREEMENT
Substitute Guaranty Agreement • May 4th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

SUBSTITUTE GUARANTY AGREEMENT, dated as of May 1, 2012 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Guaranty”) is made and entered upon the terms hereinafter set forth by ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation, whose address is c/o Ares Management LLC, 2 North LaSalle Street, Suite 925, Chicago, IL 60602, (together with its permitted successors and/or assigns, “Guarantor”), in favor of CITIBANK, N.A., a national banking association, whose address is 388 Greenwich Street, New York, New York 10013 (together with its successors and/or assigns, “Lender”), pursuant to that certain Master Loan and Security Agreement by and among ACRC Lender C LLC (“Borrower”), as borrower, and Lender, as lender, dated as of December 8, 2011 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”).

GENERAL CONTINUING GUARANTY
General Continuing Guaranty • July 31st, 2014 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

This GENERAL CONTINUING GUARANTY (this “Guaranty”), dated as of July 30, 2014, is executed and delivered by ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation (“Guarantor”) in favor of CITY NATIONAL BANK, a national banking association, as the arranger and administrative agent for the Lender Group (in such capacity, together with its successors and permitted assigns in such capacity, “Agent”), in light of the following:

AMENDED AND RESTATED BRIDGE LOAN WAREHOUSING CREDIT AND SECURITY AGREEMENT
Bridge Loan Warehousing Credit and Security Agreement • August 11th, 2016 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

THIS AMENDED AND RESTATED BRIDGE LOAN WAREHOUSING CREDIT AND SECURITY AGREEMENT (as further defined in Section 12.1, this “Agreement”), dated as of August 8, 2016, is entered into by and between ACRC Lender B LLC, a Delaware limited liability company (“Borrower”), and BANK OF AMERICA, N.A., a national banking association (in its non-agency capacity, “BofA”), in its capacity as a lender hereunder and any other lending institutions which may become parties to this Agreement as lenders in accordance with Section 10.14 (each, including BofA in such capacity, individually a “Lender” and, collectively, the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, “Administrative Agent”).

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AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES CONTRACT
Master Repurchase and Securities Contract • May 24th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of May 22, 2012 (this “Amendment”), between and among ACRC LENDER W LLC, a Delaware limited liability company (“Seller”), ACRC HOLDINGS LLC, a Delaware limited liability company (“Original Guarantor”), ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation having its principal place of business at Two North LaSalle Street, Suite 925, Chicago, Illinois 60602 (“New Guarantor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

MANAGEMENT AGREEMENT BETWEEN ARES COMMERCIAL REAL ESTATE CORPORATION AND ARES COMMERCIAL REAL ESTATE MANAGEMENT LLC
Management Agreement • March 17th, 2014 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

This Management Agreement (this “Agreement”) is made as of April 25, 2012, by and between Ares Commercial Real Estate Corporation, a Maryland corporation (together with its subsidiaries, the “Company”), and Ares Commercial Real Estate Management LLC, a Delaware limited liability company (the “Manager”).

PAYMENT GUARANTY
Payment Guaranty • August 4th, 2016 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

This PAYMENT GUARANTY (as amended, modified, supplemented or restated from time to time, this “Guaranty”) is made and entered into by ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation, whose address is One Wacker Drive, 48th Floor, Chicago, IL 60606 (“Guarantor”), for the benefit of U.S. BANK NATIONAL ASSOCIATION, a national banking association whose address is 13737 Noel Road, Suite 800, Galleria North Tower 1, Dallas, Texas 75240 (“Buyer”) on this August 1, 2016 This Guaranty is made with reference to the following facts (with some capitalized terms being defined below):

MORTGAGE ASSET PURCHASE AGREEMENT
Mortgage Asset Purchase Agreement • May 2nd, 2017 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

This MORTGAGE ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of March 2, 2017 by and among ACRC Lender LLC, a Delaware limited liability company (the “Seller”), and ACRE Commercial Mortgage 2017-FL3 Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Issuer”).

AMENDMENT NUMBER ONE to the Second Amended and Restated Master Repurchase and Securities Contract Dated as of May 1, 2017 among ACRC LENDER W LLC, and ACRC LENDER W TRS LLC and WELLS FARGO BANK, NATIONAL ASSOCIATION
Ares Commercial Real Estate Corp • December 20th, 2018 • Real estate investment trusts • New York

This AMENDMENT NUMBER ONE (this “Amendment”) is made this 14th day of December, 2018, by and between ACRC LENDER W LLC, a Delaware limited liability company, and ACRC LENDER W TRS LLC, a Delaware limited liability company (individually and collectively as the context may require, “Sellers”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”), to the Second Amended and Restated Master Repurchase and Securities Contract, dated as of May 1, 2017, by and between Sellers and Buyer (as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time, the “Repurchase Agreement”).

AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT
Credit Agreement • May 2nd, 2017 • Ares Commercial Real Estate Corp • Real estate investment trusts

THIS AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT (this “Amendment”), dated as of March 2, 2017 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 in light of the following:

AMENDMENT NUMBER ONE TO CREDIT AGREEMENT AND CONSENT
Credit Agreement and Consent • July 31st, 2014 • Ares Commercial Real Estate Corp • Real estate investment trusts

THIS AMENDMENT NUMBER ONE TO CREDIT AGREEMENT AND CONSENT (this “Amendment”), dated as of July 30, 2014 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 in light of the following:

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SUBSTITUTE GUARANTY AGREEMENT
Substitute Guaranty Agreement • November 8th, 2019 • Ares Commercial Real Estate Corp • Real estate investment trusts

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SUBSTITUTE GUARANTY AGREEMENT (this “Amendment”), dated as of July 24, 2019 is made and entered into by and among ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation (“Guarantor”), CITIBANK, N.A., a national banking association (together with its successors and/or assigns, “Buyer”), and for the purpose of acknowledging and agreeing to the provision set forth in Section 5 hereof, ACRC Lender C LLC, a Delaware limited liability company (“Seller”).

GUARANTY
Guaranty • April 15th, 2014 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

GUARANTY, dated as of April 9, 2014 (as amended, supplemented, or otherwise modified from time to time, this “Guaranty”), made by Ares Commercial Real Estate Corporation, a Maryland real estate investment trust (the “Guarantor”), in favor of UBS Real Estate Securities Inc. (the “Buyer”).

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED GUARANTEE AGREEMENT
Guarantee Agreement • August 6th, 2024 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED GUARANTEE AGREEMENT, dated as of August 2, 2024 (this “Amendment”) by and among ACRC LENDER W LLC, a Delaware limited liability company (“ACRC Seller”), ACRC LENDER W TRS LLC, a Delaware limited liability company (“TRS Seller” and together with ACRC Seller, individually and collectively as the context may require, “Seller”), ARES COMMERCIAL REAL ESTATE CORPORATION (“Guarantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Guarantee (as defined below).

AMENDMENT NO. 1 TO GUARANTEE AGREEMENT
Guarantee Agreement • August 14th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

AMENDMENT NO. 1 TO GUARANTEE AGREEMENT (this “Amendment”), dated effective as of June 29, 2012 (the “Amendment Effective Date”), made by ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation (“Guarantor”) having its principal place of business c/o Ares Management LLC, 2 North LaSalle Street, 9th Floor, Chicago, IL 60602, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”) and any of its parent, subsidiary or affiliated companies (collectively, “Beneficiary”).

AMENDED AND RESTATED PLEDGE AGREEMENT
Pledge Agreement • March 17th, 2014 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of December 20, 2013, made by ACRC LENDER LLC, a Delaware limited liability company (“Pledgor”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Secured Party”).

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