ACRES COMMERCIAL REALTY CORP. : Entering into a Material Definitive Agreement, Creation of a Direct Financial Obligation or Obligation Under a Registrant’s Off-Balance Sheet Arrangement, Other Events, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

At January 31, 2022, ACRES Commercial Realty Corp. (the “Company”) has entered into Amendment No. 1 to the Agreement to Purchase Notes and Warrants (the “Amendment”) with
CMO XAN Holdings PT, LLC (“Oak”) and Massachusetts Mutual Life Insurance Company (“Mass Mutual”), which amended the agreement to purchase notes and warrants, dated July 31, 2020 (“Agreement”). The amendment, among other clarifying changes, extended the time the company can elect to issue Oaktree and MassMutual additional tickets (as defined in the agreement) from January 31, 2022
at July 31, 2022.

The foregoing description of the Amendment is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

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

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

Section 8.01 Other Events.

At January 28, 2022ACRES Real Estate SPE 10, LLC, an indirect wholly-owned subsidiary of the Company, has entered into the First Amendment to the Master Securities Repurchase and Contract Agreement (the “Morgan Stanley Amendment”) with Morgan Stanley Mortgage Capital Holdings LLCwhich amended the Master Repurchase and Securities Contract Agreement, dated November 3, 2021 to add market conditions regarding the replacement of LIBOR when determining a reference transition event.

At February 3, 2022RCC Real Estate SPE 7, LLC, an indirect wholly-owned subsidiary of the Company, has entered into the Third Amendment to the Master Repurchase Agreement (the “Barclays Amendment”) with Barclays Bank PLC (“Barclays”), which amended the Accord Master Repurchase Agreement, dated April 10, 2018as amended, to add market conditions regarding the replacement of LIBOR when determining a benchmark transition event.

The foregoing descriptions of the Morgan Stanley Amendment and the Barclays Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Morgan Stanley Amendment and the Barclays Amendment, which were filed with the this current report on Form 8-K as Exhibits 99.1 and 99.2.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits.


Exhibit No.   Description
10.1            Amendment No. 1 to Note and Warrant Purchase Agreement, dated
              January 31, 2022, between ACRES Commercial Realty Corp. and the
              Purchasers signatory thereto.
99.1            First Amendment to Master Repurchase and Securities Contract
              Agreement, dated January 28, 2022, between ACRES Real Estate SPE 10,
              LLC and Morgan Stanley Mortgage Capital Holdings LLC, as
              Administrative Agent.
99.2            Third Amendment to Master Repurchase Agreement, dated February 3,
              2022, between RCC Real Estate SPE 7, LLC and Barclays Bank PLC.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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