0001104659-12-039865 Sample Contracts

GUARANTEE AGREEMENT
Guarantee Agreement • May 24th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

GUARANTEE AGREEMENT, dated as of May 22, 2012 (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, 2 North LaSalle Street, 9th Floor, Chicago, IL 60602, 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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GUARANTY AGREEMENT
Guaranty Agreement • May 24th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of the 18th day of May, 2012, by Guarantor (as hereinafter defined) for the benefit of Lender (as hereinafter defined).

AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES CONTRACT
Master Repurchase and Securities Contract • May 24th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of May 22, 2012 (this “Amendment”), between and among ACRC LENDER W LLC, a Delaware limited liability company (“Seller”), ACRC HOLDINGS LLC, a Delaware limited liability company (“Original Guarantor”), ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation having its principal place of business at Two North LaSalle Street, Suite 925, Chicago, Illinois 60602 (“New Guarantor”) 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).

MASTER REVOLVING LINE OF CREDIT LOAN AGREEMENT among ACRC LENDER ONE LLC Borrower and ARES COMMERCIAL REAL ESTATE CORPORATION Guarantor and CAPITAL ONE, NATIONAL ASSOCIATION Lender Dated: as of May 18, 2012
Master Revolving Line of Credit Loan Agreement • May 24th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

THIS MASTER REVOLVING LINE OF CREDIT LOAN AGREEMENT (this “Agreement”) is dated as of this 18th day of May, 2012, by and among ACRC LENDER ONE LLC, a Delaware limited liability company (“Borrower”), ARES COMMERCIAL REAL ESTATE CORPORATION, a Maryland corporation (“Guarantor”), and CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association (“Lender”).

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