8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 30, 2016

Ares Commercial Real Estate Corporation

(Exact name of registrant as specified in its charter)

Maryland	001-35517	45-3148087
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

245 Park Avenue, 42nd Floor, New York, NY	10167
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (212) 750-7300

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Definitive Agreement.

On June 30, 2016, Ares Commercial Real Estate Corporation, a Maryland corporation (the “Company”), ACRC Lender W LLC and ACRC Lender W TRS LLC (collectively, “ACRC Lender W”), subsidiaries of the Company, entered into an amendment to the Amended and Restated Master Repurchase and Securities Contract (the “Wells Fargo Facility Amendment”) with Wells Fargo Bank, National Association. The purpose of the Wells Fargo Facility Amendment was to, among other things, increase the size of the facility from $225.0 million to $325.0 million and extend the initial maturity date of the facility to December 14, 2017. The maturity date of the facility is subject to two one-year extension options (the first extension option extending the maturity date to December 14, 2018 and the second extension option extending the maturity date to December 14, 2019), each of which may be exercised at ACRC Lender W’s option, subject to the satisfaction of certain conditions, including payment of an extension fee.

In addition, on June 30, 2016, ACRE Capital LLC, a subsidiary of the Company, entered into Amendment No. 5 to Sixth Amended and Restated Mortgage Warehousing Credit and Security Agreement (the “Bank of America Warehousing Amendment”) with Bank of America, N.A. and the other lenders thereto.  The purpose of the Bank of America Warehousing Amendment was to, among other things, extend the maturity date of the facility to June 29, 2017.

The foregoing descriptions are only a summary of certain material provisions of the Wells Fargo Facility Amendment and the Bank of America Warehousing Amendment and are qualified in their entirety by reference to a copy of such agreements, which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)        Exhibits:

Exhibit Number	Exhibit Description
10.1	Amendment No. 6 to Amended and Restated Master Repurchase and Securities Contract and Amended and Restated Guarantee Agreement dated as of June 30, 2016, among ACRC Lender W LLC, ACRC Lender W TRS LLC and Ares Commercial Real Estate Corporation and Wells Fargo Bank, National Association.
10.2	Amendment No. 5 to Sixth Amended and Restated Mortgage Warehousing Credit and Security Agreement, dated as of June 30, 2016, by and among ACRE Capital LLC, Bank of America, N.A., as Agent and Lender and the other Lenders party thereto.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:      July 7, 2016

ARES COMMERCIAL REAL ESTATE CORPORATION
By:	/s/ Anton Feingold
Name:	Anton Feingold
Title:	Vice President and Secretary

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EX-10.1

Exhibit 10.1

Execution Version

AMENDMENT NO. 6 TO AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT AND AMENDED AND RESTATED GUARANTEE AGREEMENT

AMENDMENT NO. 6 TO AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT AND AMENDED AND RESTATED GUARANTEE AGREEMENT, dated as of June 30, 2016 (this “Amendment”), between and among ACRC LENDER W LLC and ACRC LENDER W TRS LLC, each a Delaware limited liability company (individually, a “Seller” and collectively, the “Sellers”), ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation (the “Guarantor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Buyer”).  Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

RECITALS

WHEREAS, Sellers and Buyer are parties to that certain Amended and Restated Master Repurchase and Securities Contract, dated as of December 20, 2013 (the “Original Repurchase Agreement”, and as amended by (i) that certain Amendment No. 1 to Amended and Restated Master Repurchase and Securities Contract, dated as of May 29, 2014, (ii) that certain Amendment No. 2 to Amended and Restated Master Repurchase and Securities Contract, dated as of December 12, 2014, (iii) that certain Amendment No. 3 to Amended and Restated Master Repurchase and Securities Contract, dated as of January 1, 2015, (iv) that certain Amendment No. 4 to Amended and Restated Master Repurchase and Securities Contract, dated as of October 14, 2015 and (v) that certain Amendment No. 5 to Amended and Restated Master Repurchase and Securities Contract and Amended and Restated Guarantee Agreement, dated as of December 14, 2015 (collectively, clause (i) through (iv), the “Prior MRA Amendments”), and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Repurchase Agreement”);

WHEREAS, in connection with the Repurchase Agreement, Guarantor executed and delivered to Buyer that certain Amended and Restated Guarantee Agreement, dated as of December 20, 2013 (as amended pursuant to  (i) Amendment No. 1 to Amended and Restated Guarantee Agreement, by and between Buyer and Guarantor, dated as of May 29, 2014 and (ii) Amendment No. 5 to Amended and Restated Master Repurchase and Securities Contract and Amended and Restated Guarantee Agreement, dated as of December 14, 2015 (together with the Prior MRA Amendments, the “Prior Amendments”), and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Guarantee Agreement”); and

WHEREAS, Sellers and Buyer have agreed to amend certain provisions of the Repurchase Agreement in the manner set forth herein, Buyer and Guarantor have agreed to further amend certain provisions of the Guarantee Agreement in the manner set forth herein, and Sellers and Guarantor hereby agree to make the acknowledgements set forth herein.

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

SECTION 1.            Amendments to Repurchase Agreement.

The defined terms “Initial Facility Termination Date” and “Maximum Amount”, each as set forth in ARTICLE 2 of the Repurchase Agreement, are each hereby amended and restated in their entirety to read as follows:

“Initial Facility Termination Date”: December 14, 2017.

“Maximum Amount”:  $325,000,000, which Maximum Amount shall not be increased by any Future Funding Transaction or reduced upon the repurchase of any Purchased Assets; provided, that on and after the Initial Facility Termination Date, the Maximum Amount on any date shall be the aggregate Purchase Price outstanding for all Transactions as of such date, as such amount declines over the term hereof as Purchased Assets are repurchased and Margin Deficits are satisfied.

SECTION 2.            Amendments to Guarantee Agreement.

The defined terms “Debt”, “Fixed Charge Coverage Ratio”, “Recourse Debt” and “Tangible Net Worth”, as set forth in Section 1 of the Guarantee Agreement, are each hereby amended and restated in their entirety to read as follows:

“Debt”:  With respect to any Person: (i) all indebtedness, whether or not represented by bonds, debentures, notes, securities, or other evidences of indebtedness, for the repayment of money borrowed, (ii) all indebtedness representing deferred payment of the purchase price of property or assets (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business and payable within 60 days), (iii) all indebtedness under any lease which, in conformity with GAAP, is required to be capitalized for balance sheet purposes, (iv) all indebtedness under guaranties, endorsements, assumptions, or other contingent obligations, other than contingent obligations with respect to future funding obligations of the Subsidiaries of Guarantor, and (v) all indebtedness secured by a lien existing on property owned, subject to such lien, whether or not the indebtedness secured thereby shall have been assumed by the owner thereof; provided, that “Debt” shall be determined without regard to the effects of consolidation of any issuer of a Specified Third Party Securitization on the financial statements of the Guarantor under Accounting Standards Codification Section 810, as amended, modified or supplemented from time to time, or otherwise under GAAP.

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“Fixed Charge Coverage Ratio”:  With respect to Guarantor at any time, the EBITDA (as determined in accordance with GAAP) for the immediately preceding twelve (12) month period ending on the last date of the applicable Test Period, divided by the Fixed Charges for the immediately preceding twelve (12) month period ending on the last date of the applicable Test Period; provided, that the “Fixed Charge Coverage Ratio” and associated components thereof shall be determined without regard to the effects of consolidation of any issuer of a Specified Third Party Securitization on the financial statements of the Guarantor under Accounting Standards Codification Section 810, as amended, modified or supplemented from time to time, or otherwise under GAAP.

“Recourse Debt”:  Without duplication, (a) Debt of a consolidated Subsidiary of Guarantor for which Guarantor has provided a payment guarantee and/or (b) any Debt of Guarantor other than Debt in respect of which recourse for payment (except for customary exceptions for fraud, misrepresentation, misapplication of cash, waste, environmental claims and liabilities, prohibited transfers, violations of single purpose entity covenants customarily excluded by institutional lenders from exculpation provisions and/or included in separate guaranty or indemnification agreements in non-recourse financings of real estate) is contractually limited to specific assets of Guarantor (and not a majority of Guarantor’s assets) encumbered by a Lien securing such Debt; provided, that “Recourse Debt” shall be determined without regard to the effects of consolidation of any issuer of a Specified Third Party Securitization on the financial statements of the Guarantor under Accounting Standards Codification Section 810, as amended, modified or supplemented from time to time, or otherwise under GAAP.

“Tangible Net Worth”:  With respect to Guarantor at any time, determined on a consolidated basis, all amounts that would be included under capital or shareholder’s equity (or any like caption) on the balance sheet of Guarantor, minus (a) amounts owing to Guarantor from any Affiliate thereof, or from officers, employees, partners, members, directors, shareholders or other Persons similarly affiliated with such Person or any Affiliate thereof, (b) intangible assets, and (c) prepaid taxes and/or expenses, plus deferred origination fees, net of deferred origination costs, all on or as of such date; provided, that “Tangible Net Worth” shall be determined without regard to the effects of consolidation of any issuer of a Specified Third Party Securitization on the financial statements of the Guarantor under Accounting Standards Codification Section 810, as amended, modified or supplemented

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from time to time, or otherwise under GAAP.  For the sake of clarity, mortgage servicing rights shall not be deemed to be intangible assets.

The defined term “Specified Third Party Securitization” is hereby added to Section 1 of the Guarantee Agreement in its proper alphabetical order as follows:

“Specified Third Party Securitization”:  Any securitization transaction that was not established or sponsored by Guarantor, Manager or any of their respective Affiliates.

SECTION 3.            Conditions Precedent.  This Amendment and its provisions shall become effective on the later to occur of (i) June 30, 2016, provided that this Amendment is executed and delivered by a duly authorized officer of each of Sellers, Guarantor and Buyer on or prior to June 30, 2016 and (ii) the date that Sellers and Guarantor have paid the modification fee to Buyer as required in Amendment No. 3 to Amended and Restated Fee and Pricing Letter by and between Sellers and Buyer of even date herewith (the “Amendment Effective Date”).

SECTION 4.            Conditions Subsequent.  Within ten (10) Business Days following the Amendment Effective Date (or, if waived or extended by Buyer, such later date as reasonably acceptable to Buyer), Sellers and Guarantor shall provide Buyer with an opinion or opinions of counsel to Sellers and Guarantor regarding the due authorization, execution and delivery and enforceability of this Amendment, bankruptcy safe harbor issues (or a reaffirmation of the opinion of Latham & Watkins LLP covering the same matters as the opinion delivered on January 12, 2016) and updated copies (or reaffirmations) of all other legal opinions previously delivered to Buyer by counsel to Sellers and Guarantor in connection with the Original Repurchase Agreement.  The failure of Sellers and Guarantor to do so shall constitute an immediate Event of Default under the Repurchase Agreement.

SECTION 5.            Representations, Warranties and Covenants.  Guarantor and each Seller hereby represents and warrants to Buyer, as of the date hereof and as of the Amendment Effective Date, that (i) Guarantor and each Seller is in full compliance with all of the terms and provisions set forth in each Repurchase Document to which it is a party on its part to be observed or performed, and (ii) Seller hereby represents and warrants to Buyer, as of the date hereof and as of the Amendment Effective Date, no Default or Event of Default has occurred or is continuing.  Guarantor and each Seller hereby confirms and reaffirms its representations, warranties and covenants contained in each Repurchase Document to which it is a party.

SECTION 6.            Acknowledgements.  Guarantor and each Seller hereby acknowledges that Buyer is in compliance with its undertakings and obligations under the Repurchase Agreement and the other Repurchase Documents.

SECTION 7.            Limited Effect.  Except as expressly amended and modified by this Amendment, the Repurchase Agreement and each of the other Repurchase Documents shall continue to be, and shall remain, in full force and effect in accordance with their respective terms; provided, however, that upon the Amendment Effective Date, (x) each reference therein

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and herein to the “Repurchase Documents” shall be deemed to include, in any event, the Prior Amendments and this Amendment, (y) each reference to the “Repurchase Agreement” and “Guarantee Agreement”, as applicable, in any of the Repurchase Documents shall be deemed to be a reference to the Repurchase Agreement and Guarantee Agreement, as applicable, as amended by the Prior Amendments and this Amendment, and (z) each reference in the Repurchase Agreement and Guarantee Agreement to “this Agreement”, this “Repurchase Agreement”, this “Guarantee”, this “Guarantee Agreement”, “hereof”, “herein” or words of similar effect in referring to the Repurchase Agreement and the Guarantee Agreement, as applicable, shall be deemed to be references to the Repurchase Agreement and the Guarantee Agreement, as applicable, as amended by the Prior Amendments and this Amendment.

SECTION 8.            Counterparts.  This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.  Delivery of an executed counterpart of a signature page to this Amendment in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of a manually executed original counterpart thereof.

SECTION 9.            Expenses.  Guarantor and each Seller agrees to pay and reimburse Buyer for all out-of-pocket costs and expenses incurred by Buyer in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the fees and disbursements of Cadwalader, Wickersham & Taft LLP, counsel to Buyer.

SECTION 10.          GOVERNING LAW.  THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

[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.

SELLERS:
ACRC LENDER W LLC, a Delaware limited liability company
By:	/s/ John B. Jardine
	Name: John B. Jardine
	Title: Co-Chief Executive Officer and President
ACRC LENDER W TRS LLC, a Delaware limited liability company
By:	/s/ John B. Jardine
	Name: John B. Jardine
	Title: Co-Chief Executive Officer and President

BUYER:
WELLS FARGO BANK, N.A., a national banking association
By:	/s/ Melissa A. Dolski
	Name: Melissa A. Dolski
	Title: Director

GUARANTOR:
ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation
By:	/s/ John B. Jardine
	Name: John B. Jardine
	Title: Co-Chief Executive Officer and President

EX-10.2

Exhibit 10.2

AMENDMENT NO. 5
TO
SIXTH AMENDED AND RESTATED

MORTGAGE WAREHOUSING CREDIT AND SECURITY AGREEMENT

This Amendment No. 5 to Sixth Amended and Restated Mortgage Warehousing Credit and Security Agreement (this “Amendment”) is entered into as of June 30, 2016 by and among ACRE CAPITAL LLC, a Michigan limited liability company (the “Borrower”), the financial institutions party to the Credit Agreement (as defined below) from time to time as lenders (the “Lenders”) and Bank of America, N.A., as agent for itself and the other Lenders (in such capacity, the “Agent”).

R E C I T A L S

A.The Agent, the Lenders and the Borrower are parties to that certain Sixth Amended and Restated Mortgage Warehousing Credit and Security Agreement, dated as of May 1, 2014 (as amended and/or restated from time to time, the “Credit Agreement”).  Capitalized terms used herein and not otherwise defined herein shall have the same meanings herein as ascribed to them in the Credit Agreement;

B.The Borrower has requested that the Agent and the Lenders extend the Maturity Date to June 29, 2017; and

C.In response to such request, the Agent and the Lenders have agreed to amend the Credit Agreement solely upon the terms and conditions set forth herein, it being the intention of the parties that such amendments shall not constitute a novation of the obligations of the Borrower under the Credit Agreement and the other Loan Documents.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Agent, the Lenders and the Borrower, the parties hereto agree, upon the satisfaction in full of all of the terms, conditions, covenants, representations and warranties set forth in this Amendment, as follows:

Section 1.Amendments to Credit Agreement.

Section 1.1.Amendment to Clause (a) of Section 7.19.  Clause (a) of Section 7.19 of the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

“. . . (a) advances required to be made (i) under any Servicing Contract or under any similar servicing contract in connection with the Borrower’s subservicing functions described in Section 8.7.2 of the Disclosure Schedule, or (ii) by the Borrower’s Subsidiary, ACRE Capital Corporation, under any agreement in connection with servicing or subservicing functions entered into and performed by such Subsidiary in the ordinary course of its business consistent with past practices; . . .”

Section 1.2.Amendment to Cash Collateral Account.  The definition of “Cash Collateral Account” set forth in Exhibit A to the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

“Cash Collateral Account means account number 1367011723000 (and any successor or replacement accounts), which is a Bank of America, N.A. general ledger account maintained at the Agent.”

Section 1.3.Amendment to LIBOR Daily Floating Rate.  The definition of “LIBOR Daily Floating Rate” set forth in Exhibit A to the Credit Agreement is hereby amended by adding the following sentence to the end of the definition:

“If at any time the LIBOR Daily Floating Rate determined by the foregoing would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.”

Section 1.4.Amendment to Maturity Date.  The definition of “Maturity Date” set forth in Exhibit A to the Credit Agreement is hereby amended by deleting the reference to “June 30, 2016” contained therein and replacing it with “June 29, 2017”.

Section 1.5.Amendment to Prime Rate.  The definition of “Prime Rate” set forth in Exhibit A to the Credit Agreement is hereby amended by adding the following sentence to the end of the definition:

“If at any time the Prime Rate determined by the foregoing would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.”

Section 1.6.Amendment to Servicing Contract.  The definition of “Servicing Contract” set forth in Exhibit A to the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“Servicing Contract means each agreement between the Borrower and FannieMae, Freddie Mac, FHA, Ginnie Mae or any other holder of Mortgage Loans, pursuant to which the Borrower services Mortgage Loans, in each case as amended and /or restated from time to time.”

Section 1.7.Amendment to Serviced Loans, Loss Share Loans and Defaulted Loss Share Loans.  The definitions of “Serviced Loans,” “Loss Share Loans” and “Defaulted Loss Share Loans” set forth in Exhibit A to the Credit Agreement are each hereby deleted in their entirety.

Section 1.8Amendment to List of Approved Investors.  Exhibit H to the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with Exhibit H attached hereto as Exhibit A.

Section 2.Representations and Warranties.  The Borrower represents and warrants to the Lenders as of the effective date of this Amendment that: (i) no Default or Event of Default is

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in existence, from and after, or will result from, the execution and delivery of this Amendment or the consummation of any transactions contemplated hereby; (ii) each of the representations and warranties of the Borrower in the Credit Agreement and the other Loan Documents is true and correct in all material respects on the effective date of this Amendment (except for representations and warranties limited as to time or with respect to a specific event, which representations and warranties shall continue to be limited to such time or event); and (iii) this Amendment and the Credit Agreement (as amended by this Amendment) are legal, valid and binding agreements of the Borrower and are enforceable against it in accordance with their terms.

Section 3.Ratification.  Except as expressly hereby amended, the Credit Agreement, all other Loan Documents and each provision thereof are hereby ratified and confirmed in every respect and shall continue in full force and effect, and this Amendment shall not be, and shall not be deemed to be, a waiver of any Default or Event of Default or of any covenant, term or provision of the Credit Agreement or the other Loan Documents.

Section 4.Conditions Precedent.  The representations, warranties, covenants and agreements set forth in this Amendment are conditional and this Amendment shall not be effective until (a) receipt by the Agent of a fully-executed counterpart original of this Amendment; (b) receipt by the Agent of the other instruments, agreements, certificates and documents, and performance by the Borrower of all of its obligations, listed on the Closing Checklist attached hereto as Exhibit B in form and substance acceptable to the Agent; and (c) payment by the Borrower of the fees required to be paid pursuant to the Fee Letter listed on Exhibit B attached hereto and all of the Agent’s fees, costs and expenses associated with the preparation, negotiation, execution and delivery and administration of this Amendment and the Credit Agreement accrued through the date hereof, including, without limitation, the Agent’s attorneys’ fees.

Section 5.Counterparts.  This Amendment may be executed and delivered in any number of counterparts with the same effect as if the signatures on each counterpart were upon the same instrument.

Section 6.Amendment as Loan Document.  Each party hereto agrees and acknowledges that this Amendment constitutes a “Loan Document” under and as defined in the Credit Agreement.

Section 7.Governing Law.  This Amendment shall in all respects be governed, construed, applied and enforced in accordance with the internal laws of the State of New York without regard to principles of conflicts of laws other than for sections 5-1401 and 5-1402 of the New York General Obligations Law.

Section 8.Successors and Assigns.  This Amendment shall be binding upon each of the Borrower, the Lenders, the Agent and their respective successors and assigns, and shall inure to the benefit of each of the Borrower, the Lenders and the Agent.

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Section 9.Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

Section 10.Expenses.  The Borrower agrees to promptly reimburse the Agent and the Lenders for all expenses, including, without limitation, reasonable fees and expenses of outside legal counsel, it has heretofore or hereafter incurred or incurs in connection with the preparation, negotiation and execution of this Amendment and all other instruments, documents and agreements executed and delivered in connection with this Amendment.

Section 11.Integration.  This Amendment contains the entire understanding of the parties hereto with regard to the subject matter contained herein.  This Amendment supersedes all prior or contemporaneous negotiations, promises, covenants, agreements and representations of every nature whatsoever with respect to the matters referred to in this Amendment, all of which have become merged and finally integrated into this Amendment.  Each of the parties hereto understands that in the event of any subsequent litigation, controversy or dispute concerning any of the terms, conditions or provisions of this Amendment, no party shall be entitled to offer or introduce into evidence any oral promises or oral agreements between the parties relating to the subject matter of this Amendment not included or referred to herein and not reflected by a writing included or referred to herein.

Section 12.No Course of Dealing.  The Agent and the Lenders have entered into this Amendment on the express understanding with the Borrower that in entering into this Amendment the Agent and the Lenders are not establishing any course of dealing with the Borrower.  The Agent’s and the Lenders’ rights to require strict performance with all of the terms and conditions of the Credit Agreement and the other Loan Documents shall not in any way be impaired by the execution of this Amendment.  None of the Agent and the Lenders shall be obligated in any manner to execute any further amendments or waivers and if such waivers or amendments are requested in the future, assuming the terms and conditions thereof are satisfactory to them, the Agent and the Lenders may require the payment of fees in connection therewith. The Borrower agrees that none of the ratifications and reaffirmations set forth herein, nor the Agent’s nor any Lender’s solicitation of such ratifications and reaffirmations, constitutes a course of dealing giving rise to any obligation or condition requiring a similar or any other ratification or reaffirmation from the Borrower with respect to any subsequent modification, consent or waiver with respect to the Credit Agreement or any other Loan Document.

Section 13.Jury Trial Waiver.  THE BORROWER, THE AGENT AND THE LENDERS BY ACCEPTANCE OF THIS AMENDMENT MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT, THE CREDIT AGREEMENT, OR ANY OTHER LOAN DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF THE AGENT OR ANY LENDER RELATING TO THE ADMINISTRATION OF THE LOAN OR ENFORCEMENT

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OF THE LOAN DOCUMENTS, AND AGREE THAT NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

[Remainder of page intentionally left blank; signatures appear on next page]

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IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment as of the date first set forth above.

BORROWER:	ACRE CAPITAL LLC
	By:	/s/ Rachel Vinson
		Name:	Rachel Vinson
		Title:	Chief Financial Officer
AGENT AND LENDER:	BANK OF AMERICA, N.A
	By:	/s/ Chris Guthrie
		Name:	Chris Guthrie
		Title:	Vice President

Signature Page to Amendment No. 5 to Sixth Amended and Restated
Mortgage Warehousing Credit and Security Agreement