FOURTH AMENDED AND RESTATED MANAGEMENT AGREEMENT
THIS FOURTH AMENDED AND RESTATED MANAGEMENT AGREEMENT dated July 31, 2020, (this Agreement) is made by and among EXANTAS CAPITAL CORP., a Maryland corporation (the Company), ACRES CAPITAL, LLC, a New York limited liability company (together with its permitted assignees, the Manager), and ACRES CAPITAL CORP., a Delaware corporation (Acres Capital).
WHEREAS, the Company is a corporation that has elected and has qualified to be treated as a real estate investment trust for federal income tax purposes; and
WHEREAS, the Company is a party to that certain Third Amended and Restated Management Agreement dated as of December 14, 2017 by and among the Company (formerly known as Resource Capital Corp.), Exantas Capital Manager Inc., a Delaware corporation (Exantas Capital, formerly known as Resource Capital Manager, Inc.), and Resource America, Inc., a Delaware corporation ( Resource), as amended by that certain Amendment No. 1 to the Third Amended and Restated Management Agreement, dated as of February 20, 2020, by and among the Company, Exantas Capital and Resource (as so amended, the Third Amended Agreement).
NOW THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows:
SECTION 1. DEFINITIONS. The following terms have the meanings assigned them:
(a) Affiliate means a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. It is acknowledged and agreed that, for all purposes of this Agreement, Oaktree, as of the date hereof, is not an Affiliate of (i) Acres Capital or (ii) any Affiliate of Acres Capital, including, without limitation, the Manager. For purposes of this definition of Affiliate, Oaktree shall mean Oaktree Capital Management, L.P., any funds or accounts managed by it, and any of its or their respective direct or indirect subsidiaries, officers, directors, managers, partners, members, stockholders, employees or Affiliates.
(b) Agreement means this Fourth Amended and Restated Management Agreement, as amended from time to time.
(c) Ancillary Operating Subsidiary means a Subsidiary, including a TRS and its Subsidiaries, that is an operating entity principally engaged in the evaluation, underwriting, origination, servicing, holding, trading and financing of loans, securities, investments and credit products other than commercial real estate loans.
(d) Base Management Fee means the base management fee, calculated and paid monthly in arrears, in an amount equal to (i) one-twelfth (1/12) of Equity as of the end of such month, multiplied by (ii) 1.50%. If applicable, the initial and final installments of the Base Management Fee shall be pro-rated based on the number of days during the initial and final month, respectively, that this Agreement is in effect.