0001047469-14-002459 Sample Contracts

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

AMENDED AND RESTATED GUARANTEE AGREEMENT, dated as of December 20, 2013 (as 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”).

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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”).

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”).

AMENDED AND RESTATED CUSTODIAL AGREEMENT among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Buyer, ACRC LENDER W LLC, and ACRC LENDER W TRS LLC, as Sellers, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian Dated as of December 20, 2013
Custodial Agreement • March 17th, 2014 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

This CUSTODIAL AGREEMENT, dated as of December 20, 2013 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”) is made by and among:

AMENDED AND RESTATED CONTROLLED ACCOUNT AGREEMENT (WATERFALL ACCOUNT)
Controlled Account Agreement • March 17th, 2014 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

AMENDED AND RESTATED CONTROLLED ACCOUNT AGREEMENT (WATERFALL ACCOUNT) (this “Agreement”) is entered into as of December 20, 2013 by and among ACRC Lender W LLC (“Existing Seller”) and ACRC Lender W TRS LLC (“New Seller” and together with Existing Seller, collectively, “Debtor”), Wells Fargo Bank, National Association, as secured party (in such capacity, “Secured Party”), and Wells Fargo Bank, National Association, a national banking association, as depository bank (“Bank”) with respect to the following:

FIRST AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • March 17th, 2014 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

This First Amendment to Management Agreement (this “Amendment”) is entered into effective as of September 30, 2013 (the “Effective Date”) 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”).

AMENDMENT NO. 3 TO MASTER REPURCHASE AND SECURITIES CONTRACT
Master Repurchase and Securities Contract • March 17th, 2014 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

AMENDMENT NO. 3 TO MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of November 8, 2013 (this “Amendment”), between ACRC LENDER W LLC, a Delaware limited liability company (“Seller”), 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).

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