Exhibit 99.1

AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENT AND
GUARANTEE AGREEMENT

RECITALS

WHEREAS Seller and Buyer are parties to that certain Uncommitted Master Repurchase Agreement, dated as of October 26, 2018 (as amended by that certain First Amendment to Uncommitted Master Repurchase Agreement, dated as of August 14, 2020, as further amended by that certain Amendment No. 2 to Master Repurchase Agreement, dated as of September 1, 2021 and as further amended hereby, and as may be further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Repurchase Agreement”);

WHEREAS Guarantor and Buyer are parties to that certain Guarantee Agreement, dated as of October 26, 2018 (as amended by that certain Amendment No. 1 to Guarantee Agreement, dated as of May 6, 2020, as further amended by that certain Amendment No. 2 to Guarantee Agreement, dated as October 2, 2020, as amended hereby, and as may be further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Guarantee Agreement”);

WHEREAS, Seller, Guarantor and Buyer have agreed, subject to the terms and conditions hereof, that the Repurchase Agreement and Guarantee Agreement shall be amended as set forth in this Amendment.

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Guarantor and Buyer each agree as follows:

Section 1.Amendments to Repurchase Agreement.

(a)The first line of the defined term “Maturity Date”, as set forth in Article 2 of the Repurchase Agreement, is hereby amended to change the date “October 26, 2021” to “October 26, 2024”.

(b)The last line of Article 3(n)(i) of the Repurchase Agreement, is hereby amended to change the date “October 26, 2023” to “October 26, 2026.

Section 2.Amendments to Guarantee.  (a)  Section 1 of the Guarantee is hereby amended to add the following new defined terms in correct alphabetical order:

“CRE Securitizations” shall mean an investment-grade security backed by a pool of bonds, loans or other assets that have been issued by Guarantor or an Affiliate of Guarantor.

“Senior Unsecured Notes” shall mean debt in the form of unsecured senior or senior subordinated notes issued by the Guarantor or an Affiliate of Guarantor.

(a)Section 1 of the Guarantee is hereby amended to amend and restate in their entirety each of the following existing defined terms:

“Adjusted Total Indebtedness” shall mean, with respect to Guarantor and its Consolidated Subsidiaries and any date, the Total Indebtedness of Guarantor minus the sum of Convertible Debt, Trust Preferred Securities, CRE Securitizations and Senior Unsecured Notes.

“EBITDA” shall mean, with respect to Guarantor and its Consolidated Subsidiaries and any period, determined without duplication on a consolidated basis in accordance with GAAP, an amount equal to the sum of (a) net income (or loss) of such Person (prior to any impact from minority interests and before deduction of any dividends on preferred stock of such Person), plus the following (but only to the extent actually included in determination of such net income (or loss)):  (i) depreciation and amortization expense, (ii) interest expense, (iii) income tax expense, (iv)  extraordinary or non-recurring gains and losses and (v) the CECL reserve, plus (b) Guarantor and its Consolidated Subsidiaries’ proportionate share of EBITDA of its unconsolidated Affiliates, all with respect to such period.

“Interest Expense” shall mean, with respect to Guarantor and its Consolidated Subsidiaries and any period, determined without duplication on a consolidated basis, the amount of total interest expense incurred by Guarantor and its Consolidated Subsidiaries, including capitalized or accruing interest (but excluding (i) the excess amortization of issuance costs of securitization of assets, to the extent such amortization is accelerated due to (a) early payoffs of any underlying assets in the CRE Securitizations or (b) issuer electing to early terminate the securities, and the non‑cash interest expense associated with convertible notes; (ii) the non‑cash interest expense associated with Senior Unsecured Notes non‑market discount, Convertible Debt and similar debt obligations with equity conversion or option features; (iii) non‑cash amortization from terminated interest rate swaps or (iv) termination costs from the early retirement of indebtedness), plus Guarantor and its Consolidated Subsidiaries’ proportionate share of interest expense from the joint venture investments in unconsolidated Affiliates of Guarantor and its Consolidated Subsidiaries, all with respect to such period.

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(b)Section 1 of the Guarantee is hereby amended to delete the defined term “Collateral Debt Obligation”.

(c)The third line of Section 9(a)(ii) of the Guarantee is hereby amended to change the dollar figure “$275,000,000” to “$350,000,000”.

Section 3.Conditions Precedent; Effective Date.  This Amendment shall become effective upon (a) a counterpart of this Amendment being duly executed and delivered by a duly authorized officer of each of the Seller, Guarantor and Buyer, along with the delivery to Buyer of a legal opinion or bring-down letter affirming each of the opinions delivered by outside counsel to Seller on the Closing Date, and (b) payment to Buyer of the initial installment of the Structuring Fee.

Section 4.Seller’s Representations and Warranties.  On and as of the date first above written, Seller hereby represents and warrants to Buyer that (a) Seller has taken all necessary action to authorize the execution, delivery and performance of this Amendment and (b) this Amendment has been duly executed and delivered by or on behalf of Seller and constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms subject to applicable bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles.

Section 5.Acknowledgments of Guarantor.  Guarantor hereby acknowledges the execution and delivery of this Amendment by Seller and agrees that Guarantor continues to be bound by the Guarantee Agreement to the extent of the Obligations (as defined therein), notwithstanding the impact of the changes set forth herein.

Section 6.Limited Effect.  Except as expressly amended and modified by this Amendment, the Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms; provided, however, that upon the effective date hereof, all references in the Repurchase Agreement to the “Transaction Documents” shall be deemed to include, in any event, this Amendment.  Each reference to Repurchase Agreement in any of the Transaction Documents shall be deemed to be a reference to the Repurchase Agreement, as amended hereby.

Section 7.Counterparts.  This Amendment may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument, and the words “executed,” “signed,” “signature,” and words of like import as used above and elsewhere in this Amendment or in any other certificate, agreement or document related to this transaction shall include, in addition to manually executed signatures, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record).  The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent

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permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

Section 8.No Novation, Effect of Agreement.  Guarantor, Seller and Buyer have entered into this Amendment solely to amend the terms of the Repurchase Agreement and do not intend this Amendment or the transactions contemplated hereby to be, and this Amendment and the transactions contemplated hereby shall not be construed to be, a novation of any of the obligations owing by Seller or Guarantor (the “Repurchase Parties”) under or in connection with the Repurchase Agreement or any of the other document executed in connection therewith to which any Repurchase Party is a party (the “Repurchase Documents”).   It is the intention of each of the parties hereto that (i) the perfection and priority of all security interests securing the payment of the obligations of the Repurchase Parties under the Repurchase Agreement and the other Transaction Documents are preserved, (ii) the liens and security interests granted under the Repurchase Agreement continue in full force and effect, and (iii) any reference to the Repurchase Agreement in any such Repurchase Document shall be deemed to also reference this Amendment.

Section 9.Costs and Expenses. Seller shall pay Buyer’s reasonable actual out of pocket costs and expenses, including reasonable fees and expenses of attorneys, incurred in connection with the preparation, negotiation, execution and consummation of this Amendment.

Section 10.Consent to Jurisdiction; Waiver of Jury Trial.

(a)Each party irrevocably and unconditionally (i) submits to the non‑exclusive jurisdiction of any United States Federal or New York State court sitting in Manhattan, and any appellate court from any such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under this Amendment or relating in any way to this Amendment or any Transaction under the Repurchase Agreement and (ii) waives, to the fullest extent it may effectively do so, any defense of an inconvenient forum to the maintenance of such action or proceeding and irrevocably consent to the service of any summons and complaint and any other process by the mailing of copies of such process to them at their respective address specified in the Repurchase Agreement.  The parties hereby agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Section 8 shall affect the right of Buyer to serve legal process in any other manner permitted by law or affect the right of Buyer to bring any action or proceeding against the Seller or its property in the courts of other jurisdictions.

(b)EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Section 11.GOVERNING LAW.  THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AMENDMENT, AND/OR

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THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF.  THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AMENDMENT.

[SIGNATURES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.

JPM-Exantas-Signature Page to Amendment No. 3 to Master Repurchase Agreement and Guarantee

JPM-Exantas-Signature Page to Amendment No. 3 to Master Repurchase Agreement and Guarantee

Exhibit 99.2

SECOND AMENDMENT TO Master repurchase agreement AND FIRST AMENDMENT TO FEE LETTER

THIS SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT AND FIRST AMENDMENT TO FEE LETTER, dated October 29, 2021 (this “Amendment”), is entered into by and between BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (including any successor thereto, “Purchaser”), and RCC REAL ESTATE SPE 7, LLC, a limited liability company organized under the laws of the State of Delaware (“Seller”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Repurchase Agreement (as defined below), and if not defined therein, in the Fee Letter (as defined below).

RECITALS

WHEREAS, Purchaser and Seller are parties to that certain Master Repurchase Agreement, dated as of April 10, 2018, as amended by that certain First Amendment to Master Repurchase Agreement, dated March 9, 2021 (the “Existing Repurchase Agreement” and, as amended by this Amendment, and as hereafter further amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “Repurchase Agreement”);

WHEREAS, in connection with the Repurchase Agreement, Purchaser and Seller are parties to that certain Fee Letter, dated as of April 10, 2018 (the “Existing Fee Letter” and, as amended by this Amendment, and as hereafter further amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “Fee Letter”); and

WHEREAS, the parties hereto desire to make certain amendments and modifications to the Existing Repurchase Agreement and the Existing Fee Letter.

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 the EXISTING repurchase Agreement

(a)The definition of “Revolving Period” in Article 2 of the Existing Repurchase Agreement is hereby amended and restated as follows:

“Revolving Period” shall mean the period (i) beginning on the Closing Date and (ii) ending on October 29, 2022, or such later date as may be in effect pursuant to Article 3(f).

(b)The definition of “Revolving Period Extension Fee” in Article 2 of the Existing Repurchase Agreement is hereby deleted in its entirety.

(c)The definition of “Termination Date” in Article 2 of the Existing Repurchase Agreement is hereby amended and restated as follows:

“Termination Date” shall mean (i) the date of the expiration of the Revolving Period, (ii) the date that is ten (10) days after the Seller notifies the Purchaser in writing of its intent to terminate the Agreement, or (iii) such later date as may be in effect pursuant to Article 3(g).

(d)Article 3(f)(B) of the Existing Repurchase Agreement is hereby amended and restated as follows:

(B)Purchaser shall have received, on or before the expiration of the Current Revolving Period, payment from Seller, as consideration for Purchaser’s agreement to extend the then Current Revolving Period, the Structuring Fee with respect to the extension year;

ARTICLE 2

Amendments to the EXISTING Fee Letter

(a)The definition of “Structuring Fee” in Section 1 of the Existing Fee Letter is hereby amended and restated as follows:

“Structuring Fee” shall mean a fee that shall be due earned and payable on the date hereof and on October 29^th of each calendar year during the Revolving Period (to the extent the Revolving Period is not terminating on such date) in an amount to be billed by Purchaser.  If Purchaser imposes increased costs or converts to an Alternative Rate pursuant to Article 6(a) of the Master Repurchase Agreement and Seller elects to terminate all of the Transactions pursuant to Article 3(g) of the Master Repurchase Agreement and repurchases all of the Purchased Assets within thirty (30) days after Purchaser’s notice of such imposition or conversion, Seller shall be entitled to a refund of the unamortized portion of the Structuring Fee (the Structuring Fee will amortize on a straight line basis over the year immediately following the date on which it is due and payable in accordance with this definition).

(b)The definition of “Revolving Period Extension Fee” in Section 1 of the Existing Fee Letter is hereby deleted in its entirety.

(c)Section 2(a) of the Existing Fee Letter is hereby amended and restated as follows:

(a)Seller shall pay to Purchaser the Structuring Fee as and when due in accordance with the definition thereof.

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ARTICLE 3

Representations

Seller represents and warrants to Purchaser, as of the date of this Amendment, as follows:

(a)all representations and warranties made by it in the Transaction Documents to which it is a party are true, correct, complete and accurate in all respects as of the date hereof with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

(b)it is duly authorized to execute and deliver this Amendment and has taken all necessary action to authorize such execution, delivery and performance;

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

(d)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; and

(e)this Amendment has been duly executed and delivered by it.

ARTICLE 4

CONDITIONS PRECEDENT

The effectiveness of this Amendment is subject to the condition precedent that:

(a)the representations and warranties of Seller set forth herein shall be true, correct, complete and accurate in all respects as of the date hereof; and

(b)Seller shall have paid the amounts due and payable pursuant to Article 5 below.

ARTICLE 5

FEES AND EXPENSES

(a)On the date hereof, Seller shall pay to Purchaser the Structuring Fee which is due and payable on the date hereof in accordance with the definition thereof as set forth in this Amendment.

(b)On the date hereof, Seller shall pay all of Purchaser’s out-of-pocket costs and expenses, including reasonable fees and expenses of attorneys, incurred in connection with the preparation, negotiation, execution and consummation of this Amendment for which Purchaser has provided in invoice prior to the execution and delivery hereof by the parties hereto.  Any such out-of-pocket costs and expenses for which an invoice has not been provided prior to the

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execution and delivery hereof by the parties hereto shall be reimbursed in accordance with the Repurchase Agreement.

ARTICLE 6

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 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

ARTICLE 7

Miscellaneous

(a)Except as expressly amended or modified hereby, the Transaction Documents 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.  Delivery of an executed counterpart of a signature page of this Amendment in electronic format shall be as effective as delivery of a manually executed original counterpart of this Amendment.

(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 Repurchase Agreement.

(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 Fee Letter, and this Amendment and the Repurchase Agreement, as applicable, in each case, together constitute a single Transaction Document.

[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.

Barclays-ACRES – Second Amendment to Master Repurchase Agreement

Exhibit 99.3

THIRD AMENDMENT TO
GUARANTY

THIRD AMENDMENT TO GUARANTY, dated as of October 29, 2021 (this “Amendment”), made by ACRES COMMERCIAL REALTY CORP. (f/k/a Exantas Capital Corp. f/k/a Resource Capital Corp.), a corporation organized under the laws of the State of Maryland (“Guarantor”), for the benefit of BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (including any successor thereto, “Purchaser”).  Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Guaranty (as defined below).

RECITALS

WHEREAS, Purchaser and RCC Real Estate SPE 7, LLC (“Seller”), are parties to that certain Master Repurchase Agreement, dated as of April 10, 2018, by and between Purchaser and Seller (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Repurchase Agreement”), and the other Transaction Documents (as defined therein);

WHEREAS, Guarantor indirectly owns one hundred percent (100%) of the Capital Stock of Seller;

WHEREAS, in connection with the Repurchase Agreement, Guarantor made that certain Guaranty, dated as of April 10, 2018, for the benefit of Purchaser, as amended by that certain First Amendment to Guaranty, dated as of May 7, 2020 and by that certain Second Amendment to Guaranty, dated as of October 2, 2020 (as so amended, the “Existing Guaranty” and, as further amended by this Amendment, the “Guaranty”); and

WHEREAS, Guarantor and Purchaser desire to make certain modifications to the Existing Guaranty.

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

ARTICLE I.

Amendment

(a)Exantas Capital Corp. has changed its name to ACRES Commercial Realty Corp.  All references to Exantas Capital Corp. in the Existing Guaranty and in each other Transaction Document shall instead refer to ACRES Commercial Realty Corp.

(b)The first sentence of Section (k) of Article V of the Existing Guaranty is hereby amended and restated as follows:

(k) Finance Convenants. At all times that there are outstanding Transactions, Guarantor shall satisfy the following financial covenants, as

determined on a quarterly consolidated basis in accordance with GAAP consistently applied:

(c)The definition of “Collateralized Debt Obligations” in Exhibit A of the Existing Guaranty is hereby deleted in its entirety.

(d)Exhibit A to the Existing Guaranty is hereby amended by adding the following definitions in their appropriate alphabetical order:

“CECL Reserve” means, with respect to any Person and as of a particular date, all amounts determined in accordance with GAAP under ASU 2016-13 and recorded on the balance sheet of such Person and its Consolidated Subsidiaries as of such date.

“CRE Securitizations” shall mean an investment-grade security backed by a pool of bonds, loans or other assets that has been issued by Guarantor or an Affiliate of Guarantor.

“Senior Unsecured Notes” shall mean debt in the form of unsecured senior or senior subordinated notes issued by the Guarantor or an Affiliate of Guarantor.

ARTICLE II.

Representations

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 Transaction Documents to which it is a party are true, correct, complete and accurate in all respects as of the date hereof with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

(b)it is duly authorized to execute and deliver this Amendment and has taken all necessary action to authorize such execution, delivery and performance;

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

(d)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; and

(e)this Amendment has been duly executed and delivered by it.

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ARTICLE III.

EXPENSES

On the date hereof, Guarantor shall pay all of Purchaser’s out-of-pocket costs and expenses, including reasonable fees and expenses of attorneys, incurred in connection with the preparation, negotiation, execution and consummation of this Amendment for which Purchaser has provided in invoice prior to the execution and delivery hereof by the parties hereto.  Any such out-of-pocket costs and expenses for which an invoice has not been provided prior to the execution and delivery hereof by the parties hereto shall be reimbursed in accordance with the Repurchase Agreement.

ARTICLE IV.

Governing Law

THIS AMENDMENT 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 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

ARTICLE V.

Miscellaneous

(a)Except as expressly amended or modified hereby, the Existing Guaranty and the other Transaction Documents shall each be and shall remain in full force and effect in accordance with their terms.

(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.  Delivery of an executed counterpart of a signature page of this Amendment in electronic format shall be as effective as delivery of a manually executed original counterpart of this Amendment.

(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.

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(f)The Existing Guaranty, as amended by this Amendment, is a Transaction Document.

[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.

Barclays-ACRES – Third Amendment to Guaranty