NOTE PURCHASE AGREEMENT

Note Purchase Agreement

ARES CAPITAL CORPORATION | ARES CAPITAL CP FUNDING II LLC | ARES CAPITAL CP FUNDING LLC | Ares Management LLC | Corporate Trust Services | US BANK NATIONAL ASSOCIATION | WACHOVIA BANK, NATIONAL ASSOCIATION | Wachovia Capital Markets, LLC | WELLS FARGO BANK, NATIONAL ASSOCIATION | WELLS FARGO SECURITIES, LLC

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This Note Purchase Agreement involves

the Yield Rate applicable on such day;

the Advances Outstanding on such day; and

360 or, to the extent the Yield Rate is the Base Rate, 365 or 366 days, as applicable;

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Title: NOTE PURCHASE AGREEMENT
Governing Law: New York Date: 7/27/2009
Industry: Business Services Law Firm: Venable;Richards Layton;Latham Watkins Sector: Services

NOTE PURCHASE AGREEMENT, Parties: ares capital corporation , ares capital cp funding ii llc , ares capital cp funding llc , ares management llc , corporate trust services , us bank national association , wachovia bank national association , wachovia capital markets llc , wells fargo bank national association , wells fargo securities llc

Exhibit 10.1

EXECUTION COPY

U.S. $200,000,000

NOTE PURCHASE AGREEMENT

Dated as of July 21, 2009

Among

ARES CAPITAL CP FUNDING II LLC,
as the Borrower

and

ARES CAPITAL CP FUNDING LLC,

as the Guarantor

and

ARES CAPITAL CORPORATION,
as the Servicer and the Transferor

and

WACHOVIA BANK, NATIONAL ASSOCIATION,
as the Note Purchaser and the Agent

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Collateral Custodian

and

U.S. BANK NATIONAL ASSOCIATION,
as the Trustee and the Bank

TABLE OF CONTENTS

			Page

ARTICLE I.	DEFINITIONS		1

Section 1.01		Certain Defined Terms	1

Section 1.02		Other Terms	36

Section 1.03		Computation of Time Periods	36

ARTICLE II.	THE FACILITY		36

Section 2.01		Variable Funding Note and Advances	36

Section 2.02		Procedure for Advances	37

Section 2.03		[Reserved]	38

Section 2.04		Remittance Procedures	38

Section 2.05		Instructions to the Trustee and the Bank	41

Section 2.06		Borrowing Base Deficiency Payments	41

Section 2.07		Substitution and Sale of Loan Assets; Affiliate Transactions	42

Section 2.08		Payments and Computations, Etc	47

Section 2.09		Fees	48

Section 2.10		Increased Costs; Capital Adequacy	48

Section 2.11		Taxes	49

Section 2.12		Collateral Assignment of Agreements	51

Section 2.13		Grant of a Security Interest	51

Section 2.14		Evidence of Debt	51

Section 2.15		Survival of Representations and Warranties	52

Section 2.16		Release of Loan Assets	52

Section 2.17		Treatment of Amounts Paid by the Borrower	52

Section 2.18		Prepayment; Termination	52

Section 2.19		Extension of Stated Maturity Date	54

Section 2.20		Collections and Allocations	54

Section 2.21		Reinvestment of Principal Collections	55

ARTICLE III.	CONDITIONS PRECEDENT		56

Section 3.01		Conditions Precedent to Effectiveness	56

Section 3.02		Conditions Precedent to All Advances	57

Section 3.03		Advances Do Not Constitute a Waiver	59

TABLE OF CONTENTS

(continued)

			Page

Section 3.04		Conditions to Pledges of Loan Assets	59

Section 3.05		Conditions Precedent to Initial Advance	60

ARTICLE IV.	REPRESENTATIONS AND WARRANTIES		60

Section 4.01		Representations and Warranties of the Borrower	60

Section 4.02		Representations and Warranties of the Borrower Relating to the Agreement and the Collateral Portfolio	68

Section 4.03		Representations and Warranties of the Servicer	69

Section 4.04		Representations and Warranties of the Trustee	73

Section 4.05		Representations and Warranties of the Guarantor	73

Section 4.06		Representations and Warranties of the Note Purchaser	75

Section 4.07		Representations and Warranties of the Collateral Custodian	75

ARTICLE V.	GENERAL COVENANTS		76

Section 5.01		Affirmative Covenants of the Borrower	76

Section 5.02		Negative Covenants of the Borrower	82

Section 5.03		Affirmative Covenants of the Servicer	85

Section 5.04		Negative Covenants of the Servicer	89

Section 5.05		Affirmative Covenants of the Trustee	90

Section 5.06		Negative Covenants of the Trustee	91

Section 5.07		Affirmative Covenants of the Collateral Custodian	91

Section 5.08		Negative Covenants of the Collateral Custodian	91

ARTICLE VI.	ADMINISTRATION AND SERVICING OF CONTRACTS		91

Section 6.01		Appointment and Designation of the Servicer	91

Section 6.02		Duties of the Servicer	93

Section 6.03		Authorization of the Servicer	95

Section 6.04		Collection of Payments; Accounts	96

Section 6.05		Realization Upon Loan Assets	98

Section 6.06		Servicing Compensation	98

Section 6.07		Payment of Certain Expenses by Servicer	98

Section 6.08		Reports to the Agent; Account Statements; Servicing Information	99

Section 6.09		Annual Statement as to Compliance	100

TABLE OF CONTENTS

(continued)

			Page

Section 6.10		Annual Independent Public Accountant’s Servicing Reports	100

Section 6.11		The Servicer Not to Resign	101

ARTICLE VII.	EVENTS OF DEFAULT		101

Section 7.01		Events of Default	101

Section 7.02		Additional Remedies of the Agent	104

ARTICLE VIII.	INDEMNIFICATION		107

Section 8.01		Indemnities by the Borrower	107

Section 8.02		Indemnities by Servicer	110

Section 8.03		Legal Proceedings	112

Section 8.04		After-Tax Basis	113

ARTICLE IX.	THE AGENT		113

Section 9.01		The Agent	113

ARTICLE X.	TRUSTEE		116

Section 10.01		Designation of Trustee	116

Section 10.02		Duties of Trustee	116

Section 10.03		Merger or Consolidation	118

Section 10.04		Trustee Compensation	118

Section 10.05		Trustee Removal	118

Section 10.06		Limitation on Liability	118

Section 10.07		Trustee Resignation	120

ARTICLE XI.	MISCELLANEOUS		120

Section 11.01		Amendments and Waivers	120

Section 11.02		Notices, Etc	120

Section 11.03		No Waiver; Remedies	121

Section 11.04		Binding Effect; Assignability; Multiple Note Purchasers	121

Section 11.05		Term of This Agreement	121

Section 11.06		GOVERNING LAW; JURY WAIVER	122

Section 11.07		Costs, Expenses and Taxes	122

Section 11.08		No Proceedings	123

Section 11.09		Recourse Against Certain Parties	123

iii

TABLE OF CONTENTS

(continued)

			Page

Section 11.10		Execution in Counterparts; Severability; Integration	124

Section 11.11		Consent to Jurisdiction; Service of Process	124

Section 11.12		Characterization of Conveyances Pursuant to the Purchase and Sale Agreements	125

Section 11.13		Confidentiality	126

Section 11.14		Non-Confidentiality of Tax Treatment	127

Section 11.15		Waiver of Set Off	128

Section 11.16		Headings and Exhibits	128

Section 11.17		Breaches of Representations, Warranties and Covenants	128

Section 11.18		Assignments of Loan Assets	128

ARTICLE XII.	GUARANTY		129

Section 12.01		The Guaranty	129

Section 12.02		Bankruptcy	129

Section 12.03		Nature of Liability	130

Section 12.04		Independent Obligation	130

Section 12.05		Authorization	130

Section 12.06		Reliance	131

Section 12.07		Waiver	131

Section 12.08		Limitation on Enforcement	132

Section 12.09		Security for Guaranty	132

ARTICLE XIII.	COLLATERAL CUSTODIAN		132

Section 13.01		Designation of Collateral Custodian	132

Section 13.02		Duties of Collateral Custodian	133

Section 13.03		Merger or Consolidation	135

Section 13.04		Collateral Custodian Compensation	135

Section 13.05		Collateral Custodian Removal	136

Section 13.06		Limitation on Liability	136

Section 13.07		Collateral Custodian Resignation	137

Section 13.08		Release of Documents	137

Section 13.09		Return of Required Loan Documents	138

TABLE OF CONTENTS

(continued)

		Page

Section 13.10	Access to Certain Documentation and Information Regarding the Collateral Portfolio; Audits of Servicer	138

Section 13.11	Bailment	139

LIST OF SCHEDULES AND EXHIBITS

SCHEDULES


SCHEDULE I	Conditions Precedent Documents
SCHEDULE II	Prior Names, Tradenames, Fictitious Names and “Doing Business As” Names
SCHEDULE III	Eligibility Criteria
SCHEDULE IV	Agreed-Upon Procedures For Independent Public Accountants
SCHEDULE V	Loan Asset Schedule


EXHIBITS


EXHIBIT A	Form of Approval Notice
EXHIBIT B	Form of Assignment of Mortgage
EXHIBIT C	Form of Borrowing Base Certificate
EXHIBIT D	Form of Disbursement Request
EXHIBIT E	Form of Joinder Supplement
EXHIBIT F	Form of Notice of Borrowing
EXHIBIT G	Form of Notice of Reduction (Reduction of Advances Outstanding)
EXHIBIT H	Form of Notice of Reduction (Reduction of Maximum Facility Amount)
EXHIBIT I	Form of Variable Funding Note
EXHIBIT J	Form of Notice and Request for Consent
EXHIBIT K	Form of Certificate of Closing Attorneys
EXHIBIT L	Form of Servicing Report
EXHIBIT M	Form of Servicer’s Certificate (Servicing Report)
EXHIBIT N	Form of Release of Required Loan Documents
EXHIBIT O	Form of Transferee Letter
EXHIBIT P	Form of Power of Attorney for Servicer
EXHIBIT Q	Form of Power of Attorney for Borrower
EXHIBIT R	Form of Servicer’s Certificate (Loan Asset Register)
EXHIBIT S	Form of No Conflicts Opinion

This NOTE PURCHASE AGREEMENT is made as of July 21, 2009, among:

(1) ARES CAPITAL CP FUNDING II LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “ Borrower ”);

(2) ARES CAPITAL CP FUNDING LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “ Guarantor ”);

(3) ARES CAPITAL CORPORATION, a Maryland corporation, as the Servicer (as defined herein) and the Transferor (as defined herein);

(4) WACHOVIA BANK, NATIONAL ASSOCIATION, as the Note Purchaser (as defined herein);

(5) WACHOVIA BANK, NATIONAL ASSOCIATION, as agent for the Note Purchaser (“ Agent ”);

(6) U.S. BANK NATIONAL ASSOCIATION (“ U.S. Bank ”), as the Trustee (together with its successors and assigns in such capacity, the “ Trustee ”) and the Bank (as defined herein); and

(7) WELLS FARGO BANK, NATIONAL ASSOCIATION (“ Wells Fargo ”), as the Collateral Custodian (together with its successors and assigns in such capacity, the “ Collateral Custodian ”).

PRELIMINARY STATEMENT

The Note Purchaser has agreed, on the terms and conditions set forth herein, to provide a secured revolving credit facility which shall provide for Advances under the Variable Funding Note from time to time in an aggregate principal amount not to exceed the Borrowing Base. The proceeds of the Advances will be used to finance the Borrower’s purchase, on a “true sale” basis, of Eligible Loan Assets from the Equityholder and the Equityholder’s purchase, on a “true sale” basis, of Eligible Loan Assets from the Transferor, approved by the Agent, pursuant to the Second Tier Purchase and Sale Agreement between the Borrower and the Equityholder and the First Tier Purchase and Sale Agreement between the Equityholder and the Transferor, respectively. Accordingly, the parties agree as follows:

ARTICLE I.

DEFINITIONS

SECTION 1.01 Certain Defined Terms .

(a) Certain capitalized terms used throughout this Agreement are defined above or in this Section 1.01 .

(b) As used in this Agreement and the exhibits and schedules thereto (each of which is hereby incorporated herein and made a part hereof), the following terms shall have the

following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“ 1940 Act ” means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

“ Accreted Interest ” means interest accrued on a Loan Asset that is added to the principal amount of such Loan Asset instead of being paid as interest as it accrues.

“ Action ” has the meaning assigned to that term in Section 8.03 .

“ Additional Amount ” has the meaning assigned to that term in Section 2.11(a) .

“ Adjusted Borrowing Value ” means for any Loan Asset, for any date of determination, an amount equal to the lowest of: (i) the Outstanding Balance of such Loan Asset at such time, (ii) the Advance Date Assigned Value of such Loan Asset multiplied by the principal balance of such Loan Asset (exclusive of Accreted Interest), and (iii) the Assigned Value of such Loan Asset at such time multiplied by the principal balance of such Loan Asset (exclusive of Accreted Interest); provided that the parties hereby agree that the Adjusted Borrowing Value of any Loan Asset that is no longer an Eligible Loan Asset shall be zero.

“ Advance ” means each loan advanced by the Note Purchaser to the Borrower on an Advance Date pursuant to Article II .

“ Advance Date ” means, with respect to any Advance, the date on which such Advance is made.

“ Advance Date Assigned Value ” means, with respect to any Loan Asset, the value (expressed as a percentage of the principal balance of such Loan Asset (exclusive of Accreted Interest)) equal to the lower of (i) the amount paid by the Equityholder to acquire such Loan Asset from the Transferor and by the Borrower to acquire such Loan Asset from the Equityholder (in each case, expressed exclusive of accrued interest) or (ii) the value determined by the Agent, in its sole reasonable discretion.

“ Advances Outstanding ” means, at any time, the sum of the principal amounts of Advances loaned to the Borrower for the initial and any subsequent borrowings pursuant to Sections 2.01 and 2.02 as of such time, reduced by the aggregate Available Collections received and distributed as repayment of principal amounts of Advances outstanding pursuant to Section 2.04 at or prior to such time and any other amounts received by the Note Purchaser to repay the principal amounts of Advances outstanding pursuant to Section 2.18 or otherwise at or prior to such time; provided that the principal amounts of Advances outstanding shall not be reduced by any Available Collections or other amounts if at any time such Available Collections or other amounts are rescinded or must be returned for any reason.

“ Affected Party ” has the meaning assigned to that term in Section 2.10 .

“ Affiliate ” when used with respect to a Person, means any other Person controlling, controlled by or under common control with such Person. For the purposes of this

definition, “control,” when used with respect to any specified Person, means the power to vote 20% or more of the voting securities of such Person or to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing; provided that for purposes of determining whether any Loan Asset is an Eligible Loan Asset or for purposes of Section 5.01(b)(xix) , the term Affiliate shall not include any Affiliate relationship which may exist solely as a result of direct or indirect ownership of, or control by, a common Financial Sponsor.

“ Agent ” means Wachovia, in its capacity as agent for the Note Purchaser, together with its successors and assigns, including any successor appointed pursuant to Article IX .

“ Agented Note ” means any Loan Asset (i) originated as a part of a syndicated loan transaction that has been closed (without regard to any contemporaneous or subsequent syndication of such Loan Asset) prior to such Loan Asset becoming part of the Collateral Portfolio and (ii) with respect to which, upon an assignment of the note under the Purchase and Sale Agreements to the Borrower, the Borrower, as assignee of the note, will have all of the rights but none of the obligations of the Transferor with respect to such note and the Underlying Collateral.

“ Agreement ” means this Note Purchase Agreement, as the same may be amended, restated, supplemented and/or otherwise modified from time to time hereafter.

“ Applicable Law ” means for any Person all existing and future laws, rules, regulations (including proposed, temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders, licenses of and interpretations by any Governmental Authority which are applicable to such Person (including, without limitation, predatory lending laws, usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations “B” and “Z”, the Servicemembers Civil Relief Act of 2003 and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and all other consumer credit laws and equal credit opportunity and disclosure laws) and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction.

“ Applicable Percentage ” means 65%.

“ Applicable Spread ” means 4.00% or such other percentage as adjusted in accordance with Section 2.08(d) .

“ Approval Notice ” means, with respect to any Eligible Loan Asset, the written notice, in substantially the form attached hereto as Exhibit A , evidencing the approval by the Agent, in its sole discretion, of the conveyance of such Eligible Loan Asset by the Transferor to the Equityholder pursuant to the terms of the First Tier Purchase and Sale Agreement and by the

Equityholder to the Borrower pursuant to the terms of the Second Tier Purchase and Sale Agreement and the Assignments by which the Transferor effects such conveyance.

“ Approved Valuation Firm ” shall mean each of (i) Houlihan Lokey Howard & Zukin, (ii) Lincoln International LLC (f/k/a Lincoln Partners LLC), (iii) Duff & Phelps Corp. and (iv) Valuation Research Corporation, and any other nationally recognized valuation firm approved by the Agent in its sole reasonable discretion.

“ Ares ” means Ares Capital Corporation.

“ Ares LIBOR Rate ” means, with respect to any Loan Asset, the definition of “LIBOR Rate” or any comparable definition in the Loan Agreement for each such Loan Asset, and in any case that “LIBOR Rate” or such comparable definition is not defined in such Loan Agreement, the rate per annum appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time for such day, provided, if such day is not a Business Day, the immediately preceding Business Day, as the rate for Dollar deposits with a one-month, a two-month or a three-month maturity, as applicable, as and when determined in accordance with the applicable Loan Agreement.

“ Ares Prime Rate ” means, with respect to any Loan Asset, the definition of “Prime Rate” or any comparable definition in the Loan Agreement for each such Loan Asset, and in any case that “Prime Rate” or such comparable definition is not defined in such Loan Agreement, the rate designated by certain reference lenders in the applicable Loan Agreement from time to time as its prime rate in the United States, such rate to change as and when the designated rate changes; provided that the Ares Prime Rate is not intended to be lowest rate of interest charged by Ares in connection with extensions of credit to debtors.

“ Asset Coverage Ratio ” means the ratio, determined on a consolidated basis, without duplication, in accordance with GAAP, of (a) the fair market value of the total assets of Ares and its Subsidiaries as required by, and in accordance with, the 1940 Act and any orders of the Securities and Exchange Commission issued to Ares, to be determined by the Board of Directors of Ares and reviewed by its auditors, less all liabilities (other than Indebtedness, including Indebtedness hereunder) of Ares and its Subsidiaries, to (b) the aggregate amount of Indebtedness of Ares and its Subsidiaries.

“ Assigned Documents ” has the meaning assigned to that term in Section 2.12 .

“ Assigned Value ” means, with respect to each Loan Asset, as of any date of determination and expressed as a percentage of the principal balance of such Loan Asset (exclusive of Accreted Interest), the Advance Date Assigned Value of such Loan Asset, subject to the following terms:

(a) If a Value Adjustment Event of the type described in clauses (ii) , (iv) or (vi) of the definition thereof with respect to such Loan Asset occurs, the Assigned Value of such Loan Asset will be zero.

(b) If a Value Adjustment Event of the type described in clauses (i) , (iii) or (v) of the definition thereof with respect to such Loan Asset occurs, “Assigned Value” may be amended by the Agent, in its sole reasonable discretion; provided that (a) the Assigned Value of any Priced Loan Asset shall not be less than the price quoted therefor (if any) by such pricing service as selected by the Agent and (b) the Assigned Value shall not be based upon the practices set forth in FASB Statement No. 157 or any pronouncement, statement, rule or amendment with respect to GAAP-mandated mark-to-market requirements, but rather shall be based on the amortized cost adjusted for any credit impairment of such Loan Asset. In the event the Borrower disagrees with the Agent’s determination of the Assigned Value of a Loan Asset, the Borrower may (at its expense) retain any Approved Valuation Firm to value such Loan Asset and if the value determined by such firm is greater than the Agent’s determination of the Assigned Value, such firm’s valuation shall become the Assigned Value of such Loan Asset; provided that the Assigned Value of such Loan Asset shall be the value assigned by the Agent until such firm has determined its value. The value determined by such firm shall be based on the amortized cost adjusted for any credit impairment of such Loan Asset. The Assigned Value of any Loan Asset may be increased at the sole reasonable discretion of the Agent upon improvement in the Net Leverage Ratio or the Interest Coverage Ratio of such Loan Asset, as the case may be, as part of a Value Adjustment Event; provided that such Assigned Value may not increase above the Advance Date Assigned Value. The Agent shall promptly notify the Servicer of any change effected by the Agent of the Assigned Value of any Loan Asset.

“ Assignment of Mortgage ” means an assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form sufficient under the laws of the jurisdiction wherein the related mortgaged property is located to effect the assignment of the Mortgage to the Trustee, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering the Loan Assets secured by mortgaged properties located in the same jurisdiction, if permitted by Applicable Law, substantially in the form of Exhibit B .

“ Assignments ” means the First Tier Loan Assignment and the Second Tier Loan Assignment.

“ Attached Equity ” means, with respect to any Loan Asset, any stock, partnership or membership interest, beneficial interest or other equity security, warrant, option, or any right, including, without limitation, any registration right, with respect to the foregoing received by the Transferor in connection with the origination or acquisition of such Loan Asset.

“ Available Collections ” means, with respect to any Loan Asset, all Principal Collections, all Interest Collections, all proceeds of any sale or disposition with respect to such Loan Asset, cash proceeds or other funds received by the Borrower or the Servicer with respect to any Underlying Collateral (including from any guarantors), all other amounts on deposit in the Collection Account from time to time, and all proceeds of Permitted Investments with respect to the Controlled Accounts; provided that, for the avoidance of doubt, “Available Collections” shall

not include amounts on deposit in the Unfunded Exposure Account which do not represent proceeds of Permitted Investments.

“ Average Life ” means, for any Loan Asset, as of any date of determination, the number determined by multiplying the amount of each Scheduled Payment of principal to be paid after such date of determination by the number of years (rounded to the nearest hundredth) from such date of determination until such Scheduled Payment of principal is due.

“ Bank ” means U.S. Bank, in its capacity as the “Bank” pursuant to each of the Collection Account Agreement and the Unfunded Exposure Account Agreement.

“ Bankruptcy Code ” means Title 11, United States Code, 11 U.S.C. §§ 101 et seq ., as amended from time to time.

“ Bankruptcy Event ” shall be deemed to have occurred with respect to a Person if either:

(i) a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of its assets under any Bankruptcy Laws, or any similar action with respect to such Person, in each case, under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or

(ii) such Person shall commence a voluntary case or other proceeding under any Bankruptcy Laws now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or all or substantially all of its assets under any Bankruptcy Laws, or shall make any general assignment for the benefit of creditors, or shall fail to, or admit in writing its inability to, pay its debts generally as they become due, or, if a corporation or similar entity, its board of directors or members shall vote to implement any of the foregoing.

“ Bankruptcy Laws ” means the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

“ Bankruptcy Proceeding ” means any case, action or proceeding before any court or other Governmental Authority relating to any Bankruptcy Event.

“ Base Rate ” means, on any date, a fluctuating per annum interest rate equal to the higher of (a) the Prime Rate or (b) the Federal Funds Rate plus 0.5%.

“ Benefit Plan ” means any “employee pension benefit plan” as defined in Section 3(2) of ERISA in respect of which the Borrower or any ERISA Affiliate of the Borrower is, or at any time during the preceding six years was, an “employer” as defined in Section 3(5) of ERISA.

“ Borrower ” has the meaning assigned to that term in the preamble hereto.

“ Borrower Guaranty ” means the guaranty executed by the Borrower in favor of the “Administrative Agent” (as such term is defined in the Term-Out Sale and Servicing Agreement) on behalf of the “Secured Parties” (as such term is defined in the Term-Out Sale and Servicing Agreement) pursuant to Article XIV of the Term-Out Sale and Servicing Agreement.

“ Borrowing Base ” means, as of any date of determination, an amount equal to the lesser of:

(a) the sum of (i) the product of (A) the Applicable Percentage and (B) the aggregate Adjusted Borrowing Values of all Eligible Loan Assets as of such date, plus (ii) the amount on deposit in the Principal Collection Account as of such date minus (iii) the Unfunded Exposure Equity Shortfall; or

(b) (i) the aggregate Adjusted Borrowing Value of all Eligible Loan Assets as of such date minus (ii) the Large Obligor Exposure Amount, plus (iii) the amount on deposit in the Principal Collection Account as of such date minus (iv) the Unfunded Exposure Equity Shortfall; or

provided that, for the avoidance of doubt, any Loan Asset which at any time is no longer an Eligible Loan Asset shall not be included in the calculation of “Borrowing Base.”

“ Borrowing Base Certificate ” means a certificate setting forth the calculation of the Borrowing Base as of the applicable date of determination substantially in the form of Exhibit C hereto, prepared by the Servicer.

“ Borrowing Base Deficiency ” means, as of any date of determination, the extent to which the aggregate Advances Outstanding on such date exceeds the Borrowing Base.

“ Breakage Fee ” means, for Advances which are repaid (in whole or in part) on any date other than a Payment Date, the breakage costs, if any, related to such repayment, it hereby being understood that the amount of any loss, costs or expense payable by the Borrower to the Note Purchaser as Breakage Fee shall be determined in the Note Purchaser’s reasonable discretion based upon the assumption that the Note Purchaser funded its loan commitment in the London Interbank Eurodollar market and using any reasonable attribution or averaging methods which the Note Purchaser deems appropriate and practical.

“ Business Day ” means a day of the year other than (i) Saturday or a Sunday or (ii) any other day on which commercial banks in New York, New York or the city in which the offices of the Trustee are authorized or required by applicable law, regulation or executive order to close; provided , that, if any determination of a Business Day shall relate to an Advance

bearing interest at LIBOR, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market. For avoidance of doubt, if the offices of the Trustee are authorized by applicable law, regulation or executive order to close but remain open, such day shall not be a “Business Day”.

“ Capital Lease Obligations ” means, with respect to any entity, the obligations of such entity to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such entity under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ Change of Control ” shall be deemed to have occurred if any of the following occur:

(a) the Management Agreement shall fail to be in full force and effect;

(b) the creation or imposition of any Lien on any limited liability company membership interest in the Borrower (other than pursuant to the Pledge Agreement);

(d) the failure by the Equityholder to own 100% of the limited liability company membership interests in the Borrower; or

(e) the dissolution, termination or liquidation in whole or in part, transfer or other disposition, in each case, of all or substantially all of the assets of, Ares.

“ Clearing Agency ” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

“ Closing Date ” means July 21, 2009

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Collateral Custodian ” means Wells Fargo, not in its individual capacity, but solely as collateral custodian pursuant to the terms of this Agreement.

“ Collateral Custodian Fee Letter ” means the Collateral Custodian Fee Letter, dated as of the date hereof, by and among the Collateral Custodian, the Borrower, the Agent and Servicer as such letter may be amended, modified, supplemented, restated or replaced from time to time.

“ Collateral Custodian Fees ” means the fees set forth in the Collateral Custodian Fee Letter, as such fee letter may be amended, restated, supplemented and/or otherwise modified from time to time.

“ Collateral Custodian Termination Notice ” has the meaning assigned to that term in Section 13.05 .

“ Collateral Portfolio ” means all right, title, and interest (whether now owned or hereafter acquired or arising, and wherever located) of the Borrower in the property identified below in clauses (i) through (iv) and all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, contract rights, general intangibles, instruments, certificates of deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions, or other property consisting of, arising out of, or related to any of the following (in each case excluding the Retained Interest and the Excluded Amounts):

(i) the Loan Assets, and all monies due or to become due in payment under such Loan Assets on and after the related Cut-Off Date, including, but not limited to, all Available Collections, but excluding any related Attached Equity;

(ii) the Portfolio Assets with respect to the Loan Assets referred to in clause (i) ;

(iii) the Controlled Accounts and all Permitted Investments purchased with funds on deposit in the Controlled Accounts; and

(iv) all income and Proceeds of the foregoing.

“ Collection Account ” means a trust account (account number 133257-202 at the Bank) in the name of the Borrower for the benefit of and under the sole dominion and control of the Trustee for the benefit of the Secured Parties; provided , that the funds deposited therein (including any interest and earnings thereon) from time to time shall constitute the property and assets of the Borrower, and the Borrower shall be solely liable for any taxes payable with respect to the Collection Account.

“ Collection Account Agreement ” means that certain Collection Account Agreement, dated the date of this Agreement, among the Borrower, the Servicer, the Bank, the Agent and the Trustee, which agreement relates to the Collection Account, as such agreement may from time to time be amended, supplemented or otherwise modified in accordance with the terms thereof.

“ Collection Date ” means the date on which the aggregate outstanding principal amount of the Advances have been repaid in full and all Yield and Fees and all other Obligations have been paid in full, and the Borrower shall have no further right to request any additional Advances.

“ Commitment Percentage ” has the meaning assigned to that term in Section 11.04(b) .

“ Controlled Accounts ” means the Collection Account and the Unfunded Exposure Account.

“ Credit Policy ” means the written credit policies and procedures manual of the Transferor provided to the Agent on the Closing Date, as such credit policies and procedures manual may be as amended or supplemented from time to time in accordance with this Agreement.

“ Cut-Off Date ” means, with respect to each Loan Asset, the date such Loan Asset is Pledged hereunder.

“ Default Funding Rate ” means a floating interest rate per annum equal to 5.0% plus LIBOR; provided that (i) if the Note Purchaser shall have notified the Agent that a Eurodollar Disruption Event has occurred, the Default Funding Rate shall be equal to the Base Rate plus 5.0% until the Note Purchaser shall have notified the Agent that such Eurodollar Disruption Event has ceased, at which time the Default Funding Rate shall again be equal to LIBOR for such date plus 5.0% .

“ Delayed Draw Loan Asset ” means a Loan Asset that is fully committed on the initial funding date of such Loan Asset and is required to be fully funded in one or more installments on draw dates to occur within one year of the initial funding of such Loan Asset but which, once all such installments have been made, has the characteristics of a Term Loan Asset.

“ Determination Date ” means the last day of each calendar month.

“ Disbursement Request ” means a disbursement request from the Borrower to the Agent and the Trustee in the form attached hereto as Exhibit D in connection with a disbursement request from the Unfunded Exposure Account in accordance with Section 2.04(c) or a disbursement request from the Principal Collection Account in accordance with Section 2.21 , as applicable.

“ EBITDA ” means, with respect to any period and any Loan Asset, the meaning of “EBITDA”, “Adjusted EBITDA” or any comparable definition in the Loan Agreement for each such Loan Asset, and in any case that “EBITDA”, “Adjusted EBITDA” or such comparable definition is not defined in such Loan Agreement, an amount, for the principal obligor on such Loan Asset and any of its parents or Subsidiaries that are obligated pursuant to the Loan Agreement for such Loan Asset (determined on a consolidated basis without duplication in accordance with GAAP) equal to earnings from continuing operations for such period plus interest expense, income taxes and unallocated depreciation and amortization for such period (to the extent deducted in determining earnings from continuing operations for such period), and any other item the Borrower and the Agent mutually deem to be appropriate.

“ Eligible Bid ” means a bid made in good faith (and acceptable as a valid bid in the Agent’s reasonable discretion) by a bidder for all or any portion of the Collateral Portfolio in connection with a sale of the Collateral Portfolio in whole or in part pursuant to Section 7.02(i) .

“ Eligible Loan Asset ” means, at any time, a Loan Asset in respect of which each of the representations and warranties contained in Section 4.02 and Schedule III hereto is true and correct.

“ Eligible Repurchase Obligations ” means repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States, in either case entered into with a depository institution or trust company (acting as principal) described in clause (iii)(b) of the definition of Permitted Investments.

“ Environmental Laws ” means any and all foreign, federal, state and local laws, statutes, ordinances, rules, regulations, permits, licenses, approvals, interpretations (with the force of law) and orders of courts or Governmental Authorities, relating to the protection of human health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials. Environmental Laws include, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq .), the Hazardous Material Transportation Act (49 U.S.C. § 331 et seq .), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq .), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq .), the Clean Air Act (42 U.S.C. § 7401 et seq .), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq .), the Safe Drinking Water Act (42 U.S.C. § 300, et seq .), the Environmental Protection Agency’s regulations relating to underground storage tanks (40 C.F.R. Parts 280 and 281), and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq .), and the rules and regulations thereunder, each as amended or supplemented from time to time.

“ Equity Security ” means (i) any equity security or any other security that is not eligible for purchase by the Borrower as a Loan Asset, (ii) any security purchased as part of a “unit” with a Loan Asset and that itself is not eligible for purchase by the Borrower as a Loan Asset, and (iii) any obligation that, at the time of commitment to acquire such obligation, was eligible for purchase by the Borrower as a Loan Asset but that, as of any subsequent date of determination, no longer is eligible for purchase by the Borrower as a Loan Asset, for so long as such obligation fails to satisfy such requirements.

“ Equityholder ” means Ares Capital CP Funding Holdings II LLC, a Delaware limited liability company, which owns 100% of the equity interests in the Borrower.

“ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means (a) any corporation that is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Borrower, (b) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with the Borrower, or (c) a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the Borrower, any corporation described in clause (a) above or any trade or business described in clause (b) above.

“ Eurodollar Disruption Event ” means the occurrence of any of the following: (a) the Note Purchaser shall have notified the Agent of a determination by the Note Purchaser or any of its assignees or participants that it would be contrary to law or to the directive of any central bank or other Governmental Authority (whether or not having the force of law) to obtain United

States dollars in the London interbank market to fund any Advance, (b) the Note Purchaser shall have notified the Agent of the inability, for any reason, of the Note Purchaser or any of its assignees or participants to determine LIBOR, (c) the Note Purchaser shall have notified the Agent of a determination by the Note Purchaser or any of its assignees or participants that the rate at which deposits of United States dollars are being offered to the Note Purchaser or any of its assignees or participants in the London interbank market does not accurately reflect the cost to the Note Purchaser or such assignee or such participant of making, funding or maintaining any Advance or (d) the Note Purchaser shall have notified the Agent of the inability of the Note Purchaser or any of its assignees or participants to obtain United States dollars in the London interbank market to make, fund or maintain any Advance.

“ Event of Default ” has the meaning assigned to that term in Section 7.01 .

“ Excepted Persons ” has the meaning assigned to that term in Section 11.13(a) .

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Excluded Amounts ” means (a) any amount received in the Collection Account with respect to any Loan Asset included as part of the Collateral Portfolio, which amount is attributable to the payment of any tax, fee or other charge imposed by any Governmental Authority on such Loan Asset or on any Underlying Collateral and (b) any amount received in the Collection Account or other Controlled Account representing (i) any amount representing a reimbursement of insurance premiums, (ii) any escrows relating to taxes, insurance and other amounts in connection with Loan Assets which are held in an escrow account for the benefit of the Obligor and the secured party pursuant to escrow arrangements under a Loan Agreement, (iii) any amount received in the Collection Account with respect to any Loan Asset retransferred or substituted for upon the occurrence of a Warranty Event or that is otherwise replaced by a Substitute Eligible Loan Asset, or that is otherwise sold or transferred by the Borrower pursuant to Section 2.07 , to the extent such amount is attributable to a time after the effective date of such replacement or sale and (iv) any amounts paid in respect of Attached Equity.

“ Excluded Taxes ” has the meaning assigned to that term in Section 2.11(a) .

“ Exposure Amount ” means, as of any date of determination, with respect to any Delayed Draw Loan Asset or Revolving Loan Asset, the excess, if any, of (i) the maximum commitment of the Borrower under the terms of the applicable Loan Agreement to make advances (and, for the avoidance of doubt, the Borrower’s commitment in respect of a Loan Asset as to which the commitment to make additional advances has been terminated shall be zero) over (ii) the outstanding principal balance of such Loan Asset on such date of determination.

“ Exposure Amount Shortfall ” has the meaning assigned to that term in Section 2.02(f) .

“ Facility Maturity Date ” means the earliest to occur of (i) the Stated Maturity Date, (ii) the date of the declaration, or automatic occurrence, of the Facility Maturity Date

pursuant to Section 7.01 , (iii) the Collection Date and (iv) the occurrence of the termination of this Agreement pursuant to Section 2.18 hereof.

“ FDIC ” means the Federal Deposit Insurance Corporation, and any successor thereto.

“ Federal Funds Rate ” means, for any period, a fluctuating interest per annum rate equal, for each day during such period, to the weighted average of the overnight federal funds rates as in Federal Reserve Board Statistical Release H.15(519) or any successor or substitute publication selected by the Agent (or, if such day is not a Business Day, for the next preceding Business Day), or, if for any reason such rate is not available on any day, the rate determined, in the sole discretion of the Agent, to be the rate at which overnight federal funds are being offered in the national federal funds market at 9:00 a.m. on such day.

“ Fee Letter ” has the meaning assigned to that term in Section 2.09 .

“ Fees ” has the meaning assigned to that term in Section 2.09 .

“ Financial Asset ” has the meaning specified in Section 8-102(a)(9) of the UCC.

“ Financial Sponsor ” means any Person, including any Subsidiary of such Person, whose principal business activity is acquiring, holding, and selling investments (including controlling interests) in otherwise unrelated companies that each are distinct legal entities with separate management, books and records and bank accounts, whose operations are not integrated with one another and whose financial condition and creditworthiness are independent of the other companies so owned by such Person.

“ First Tier Loan Assignment ” has the meaning set forth in the First Tier Purchase and Sale Agreement.

“ First Tier Purchase and Sale Agreement ” means that certain First Tier Purchase and Sale Agreement, dated as of the date hereof, between the Transferor, as the seller, and the Equityholder, as the purchaser, as amended, modified, waived, supplemented, restated or replaced from time to time.

“ Fitch ” means Fitch, Inc. or any successor thereto.

“ Fixed Rate Loan Asset ” means a Loan Asset other than a Floating Rate Loan Asset.

“ Floating Rate Loan Asset ” means a Loan Asset under which the interest rate payable by the Obligor thereof is based on the Ares Prime Rate or Ares LIBOR Rate, plus some specified interest percentage in addition thereto, and which provides that such interest rate will reset immediately upon any change in the related Ares Prime Rate or Ares LIBOR Rate.

“ GAAP ” means generally accepted accounting principles as in effect from time to time in the United States.

“ Governmental Authority ” means, with respect to any Person, any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over such Person.

“ Guaranteed Obligations ” has the meaning assigned to that term in Section 12.01(a) .

“ Guarantor ” has the meaning assigned to that term in the preamble hereto.

“ Guaranty ” means the guaranty of the Guarantor set forth in Article XII .

“ Hazardous Materials ” means all materials subject to any Environmental Law, including, without limitation, materials listed in 49 C.F.R. § 172.010, materials defined as hazardous pursuant to § 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, flammable, explosive or radioactive materials, hazardous or toxic wastes or substances, lead-based materials, petroleum or petroleum distillates or asbestos or material containing asbestos, polychlorinated biphenyls, radon gas, urea formaldehyde and any substances classified as being “in inventory”, “usable work in process” or similar classification that would, if classified as unusable, be included in the foregoing definition.

“ Highest Required Investment Category ” means (i) with respect to ratings assigned by Moody’s, “Aa2” or “P-1” for one month instruments, “Aa2” and “P-1” for three month instruments, “Aa3” and “P-1” for six month instruments and “Aa2” and “P-1” for instruments with a term in excess of six months, (ii) with respect to rating assigned by S&P, “A-1” for short-term instruments and “A” for long-term instruments, and (iii) with respect to rating assigned by Fitch (if such investment is rated by Fitch), “F-1+” for short-term instruments and “AAA” for long-term instruments.

“ Indebtedness ” means:

(i) with respect to any Obligor under any Loan Asset, for the purposes of the definition of the Interest Coverage Ratio and the Net Leverage Ratio, the meaning of “Indebtedness” or any comparable definition in the Loan Agreement for each such Loan Asset, and in any case that “Indebtedness” or such comparable definition is not defined in such Loan Agreement, without duplication, (a) all obligations of such entity for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such entity evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such entity under conditional sale or other title retention agreements relating to property acquired by such entity, (d) all obligations of such entity in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (e) all indebtedness of others secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such entity, whether or not the indebtedness secured thereby has been assumed, (f) all guarantees by such entity of indebtedness of others, (g) all Capital Lease Obligations of such entity, (h) all obligations, contingent or otherwise, of such entity as an account party in respect of letters of credit and

letters of guaranty and (i) all obligations, contingent or otherwise, of such entity in respect of bankers’ acceptances; and

(ii) for all other purposes, with respect to any Person at any date, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current liabilities incurred in the ordinary course of business and payable in accordance with customary trade practices) or that is evidenced by a note, bond, debenture or similar instrument or other evidence of indebtedness customary for indebtedness of that type, (b) all obligations of such Person under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (c) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (d) all liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, (e) all indebtedness, obligations or liabilities of that Person in respect of derivatives, and (f) all obligations under direct or indirect guaranties in respect of obligations (contingent or otherwise) to purchase or otherwise acquire, or to otherwise assure a creditor against loss in respect of, indebtedness or obligations of others of the kind referred to in clauses (a) through (e) of this clause (ii) .

“ Indemnified Amounts ” has the meaning assigned to that term in Section 8.01 .

“ Indemnified Party ” has the meaning assigned to that term in Section 8.01 .

“ Indemnifying Party ” has the meaning assigned to that term in Section 8.03 .

“ Independent Director ” means a natural person who, (A) for the five-year period prior to his or her appointment as Independent Director, has not been, and during the continuation of his or her service as Independent Director is not: (i) an employee, director, stockholder, member, manager, partner or officer of the Borrower, the Equityholder or any of their respective Affiliates (other than his or her service as an Independent Director of the Borrower or other Affiliates that are structured to be “bankruptcy remote”); (ii) a customer or supplier of the Borrower, the Equityholder or any of their Affiliates (other than his or her service as an Independent Director of the Borrower); or (iii) any member of the immediate family of a person described in (i) or (ii), and (B) has, (i) prior experience as an Independent Director for a corporation or limited liability company whose charter documents required the unanimous consent of all Independent Directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (ii) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities.

“ Indorsement ” has the meaning specified in Section 8-102(a)(11) of the UCC, and “ Indorsed ” has a corresponding meaning.

“ Initial Advance ” means the first Advance made pursuant to Article II .

“ Initial Extension ” has the meaning assigned to that term in Section 2.19 .

“ Initial Payment Date ” means the 15 th day of November (or if such day is not a Business Day, the next succeeding Business Day).

“ Instrument ” has the meaning specified in Section 9-102(a)(47) of the UCC.

“ Insurance Policy ” means, with respect to any Loan Asset, an insurance policy covering liability and physical damage to, or loss of, the Underlying Collateral.

“ Insurance Proceeds ” means any amounts received on or with respect to a Loan Asset under any Insurance Policy or with respect to any condemnation proceeding or award in lieu of condemnation which is neither required to be used to restore, improve or repair the related real estate nor required to be paid to the Obligor under the Loan Agreement.

“ Interest ” means, with respect to any period and any Loan Asset, for the Obligor on such Loan Asset and any of its parents or Subsidiaries that are obligated under the Loan Agreement for such Loan Asset (determined on a consolidated basis without duplication in accordance with GAAP), the meaning of “Interest” or any comparable definition in the Loan Agreement for each such Loan Asset and in any case that “Interest” or such comparable definition is not defined in such Loan Agreement, all interest in respect of Indebtedness (including the interest component of any payments in respect of Capital Lease Obligations) accrued or capitalized during such period (whether or not actually paid during such period).

“ Interest Collection Account ” means a sub-account (account number 133257-200 at the Bank) of the Collection Account into which Interest Collections shall be segregated.

“ Interest Collections ” means, (i) with respect to any Loan Asset, all payments and collections attributable to interest on such Loan Asset, including, without limitation, all scheduled payments of interest and payments of Interest relating to principal prepayments, all guaranty payments attributable to interest and proceeds of any liquidations, sales, dispositions or securitizations attributable to interest on such Loan Asset and (ii) amendment fees, late fees, waiver fees or other amounts received in respect of Loan Assets.

“ Interest Coverage Ratio ” means, with respect to any Loan Asset for any Relevant Test Period, the meaning of “Interest Coverage Ratio” or any comparable definition in the Loan Agreement for each such Loan Asset, and in any case that “Interest Coverage Ratio” or such comparable definition is not defined in such Loan Agreement, the ratio of (a) EBITDA to (b) Interest.

“ Joinder Supplement ” means an agreement among the Borrower, a Note Purchaser and the Agent in the form of Exhibit E to this Agreement (appropriately completed) delivered in connection with a Person becoming a Note Purchaser hereunder after the Closing Date.

“ JPMorgan ” has the meaning specified in the definition of “JPMorgan Loan Documents”.

“ JPMorgan Loan Documents ” means that certain Senior Secured Revolving Credit Agreement dated as of December 28, 2005 between Ares, the lenders party thereto and

JPMorgan Chase Bank, N.A. (“ JPMorgan ”) and that certain Guarantee and Security Agreement, dated as of December 28, 2005, between Ares and JPMorgan, each as amended, modified, waived, supplemented or restated from time to time.

“ Large Obligor Exposure Amount ” means, as of any date of determination, an amount equal to the sum of the Adjusted Borrowing Values of all Eligible Loan Assets attributable to the three (3) Obligors having the largest Obligor concentration; such Obligor concentrations to be determined by summing, for each Obligor, the Adjusted Borrowing Values for all Eligible Loan Assets of such Obligor on such date of determination.

“ LIBOR ” means, for any day during the Remittance Period, with respect to any Advance (or portion thereof) (a) the rate per annum appearing on Reuters Screen LIBOR01 Page (or any successor or substitute page) as the London interbank offered rate for deposits in dollars at approximately 11:00 a.m., London time, for such day, provided, if such day is not a Business Day, the immediately preceding Business Day, for a one-month maturity; and (b) if no rate specified in clause (a) of this definition so appears on Reuters Screen LIBOR01 Page (or any successor or substitute page), the interest rate per annum at which dollar deposits of $5,000,000 and for a one-month maturity are offered by the principal London office of Wachovia in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, for such day.

“ Lien ” means any mortgage or deed of trust, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, claim, preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale, lease or other title retention agreement, sale subject to a repurchase obligation, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing) or the filing of or agreement to give any financing statement perfecting a security interest under the UCC or comparable law of any jurisdiction.

“ Lien Release Dividend ” has the meaning assigned to that term in Section 2.07(d) .

“ Lien Release Dividend Date ” means the date specified by the Borrower, which date may be any Business Day, provided written notice is given in accordance with Section 2.07(d) .

“ Loan Agreement ” means the loan agreement, credit agreement or other agreement pursuant to which a Loan Asset has been issued or created and each other agreement that governs the terms of or secures the obligations represented by such Loan Asset or of which the holders of such Loan Asset are the beneficiaries.

“ Loan Asset ” means any loan originated or acquired by the Transferor in the ordinary course of its business, which loan includes, without limitation, (i) the Required Loan Documents and Loan Asset File, and (ii) all right, title and interest of the Transferor in and to the loan and any Underlying Collateral, but excluding, in each case, the Retained Interest, any Attached Equity and Excluded Amounts and which loan was acquired by the Borrower from the

Equityholder under the Second Tier Purchase and Sale Agreement and by the Equityholder from the Transferor under the First Tier Purchase and Sale Agreement and owned by the Borrower on the initial Advance Date (as set forth on the Loan Asset Schedule delivered on the initial Advance Date) or acquired by the Borrower after the initial Advance Date pursuant to the delivery of the Loan Assignments and listed on Schedule I to such Loan Assignments.

“ Loan Asset Checklist ” means an electronic or hard copy, as applicable, of a checklist delivered by or on behalf of the Borrower to the Collateral Custodian, for each Loan Asset, of (a) all Required Loan Documents to be included within the respective Loan Asset File, which shall specify (i) whether such document is an original or a copy and (ii) whether such Loan Asset is a Third Party Acquired Loan Asset.

“ Loan Asset File ” means, with respect to each Loan Asset, a file containing (a) each of the documents and items as set forth on the Loan Asset Checklist with respect to such Loan Asset and (b) duly executed originals (to the extent required by the Credit Policy and the Servicing Standard) and copies of any other Records relating to such Loan Assets and Portfolio Assets pertaining thereto.

“ Loan Asset Register ” has the meaning assigned to that term in Section 5.03(l) .

“ Loan Asset Schedule ” means the schedule of Loan Agreements evidencing Loan Assets delivered by the Borrower to the Collateral Custodian and the Agent. Each such schedule shall set forth, as to any Eligible Loan Asset to be Pledged hereunder, the applicable information specified on Schedule V , which shall also be provided to the Collateral Custodian in electronic format acceptable to the Collateral Custodian.

“ Loan Assignments ” means, collectively, the First Tier Loan Assignment (as such term is defined in the First Tier Purchase and Sale Agreement) and the Second Tier Loan Assignment (as such term is defined in the Second Tier Purchase and Sale Agreement).

“ Make-Whole Premium ” means (i) to the extent the Make-Whole Premium is required to be paid pursuant to this Agreement on or prior to the date which is one year following the Closing Date, 3.00% of the Maximum Facility Amount or the amount by which the Maximum Facility Amount is reduced, as applicable, (ii) to the extent the Make-Whole Premium is required to be paid pursuant to this Agreement on or prior to the date which is two years following the Closing Date but after the first anniversary of the Closing Date, 2.00% of the Maximum Facility Amount or the amount by which the Maximum Facility Amount is reduced, as applicable, and (iii) to the extent the Make-Whole Premium is required to be paid pursuant to this Agreement on or prior to the date which is three years following the Closing Date but after the second anniversary of the Closing Date, 1.00% of the Maximum Facility Amount or the amount by which the Maximum Facility Amount is reduced, as applicable; provided that, in the foregoing clauses (i) through (iii) , the Make-Whole Premium shall be calculated without giving effect to the proviso in the definition of “Maximum Facility Amount”.

“ Management Agreement ” means the Investment Advisory and Management Agreement, dated as of September 30, 2004, between Ares Capital Corporation and Ares Capital Management LLC.

“ Margin Stock ” means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board.

“ Material Adverse Effect ” means, with respect to any event or circumstance, a material adverse effect on (a) the business, condition (financial or otherwise), operations, performance or properties of the Transferor, the Servicer or the Borrower, (b) the validity, enforceability or collectability of this Agreement or any other Transaction Document or the validity, enforceability or collectability of the Loan Assets generally or any material portion of the Loan Assets, (c) the rights and remedies of the Trustee, the Agent, the Note Purchaser and the Secured Parties with respect to matters arising under this Agreement or any other Transaction Document, (d) the ability of each of the Borrower and the Servicer, to perform their respective obligations under this Agreement or any other Transaction Document, or (e) the status, existence, perfection, priority or enforceability of the Trustee’s, the Agent’s or the other Secured Parties’ lien on the Collateral Portfolio.

“ Material Modification ” means any amendment or waiver of, or modification or supplement to, a Loan Agreement governing a Loan Asset executed or effected on or after the Cut-Off Date for such Loan Asset which:

(a) reduces or forgives any or all of the principal amount due under such Loan Asset;

(b) delays or extends the required or scheduled amortization in any way that increases the Average Life of such Loan Asset; provided that the Average Life of such Loan Asset may be increased by not more than 20% from its Average Life on the related Cut-Off Date if the Net Leverage Ratio of such Loan Asset is not more than 85% of the maximum established in the Net Leverage Ratio covenant of such Loan Asset;

(c) waives one or more interest payments, permits any interest due in cash to be deferred or capitalized and added to the principal amount of such Loan Asset (other than any deferral or capitalization already allowed by the terms of the Loan Agreement of any PIK Loan Asset), or reduces the spread or coupon with respect to such Loan Asset; provided that such spread or coupon may be reduced a maximum of one time and by not more than 20% from the spread or coupon on the related Cut-Off Date; provided further that the Interest Coverage Ratio of such Loan Asset is greater than 2.0:1 at the time of such reduction;

(d) contractually or structurally subordinates such Loan Asset by operation of a priority of payments, turnover provisions, the transfer of assets in order to limit recourse to the related Obligor or the granting of Liens (other than “permitted liens” as defined in the applicable Loan Agreement for such Loan Asset or such comparable definition if “permitted liens” is not defined therein, so long as such definition is reasonable and customary) on any of the Underlying Collateral securing such Loan Asset;

(e) substitutes, alters or releases the Underlying Collateral securing such Loan Asset and each such substitution, alteration or release, as determined in the sole reasonable discretion of the Agent, materially and adversely affects the value of such Loan Asset;

(f) provides additional funds to the Obligor of such Loan Asset with the intent of keeping that Loan Asset current; or

(g) amends, waives, forbears, supplements or otherwise modifies (i) the meaning of “Net Leverage Ratio”, “Interest Coverage Ratio” or “Permitted Liens” or any respective comparable definitions in the Loan Agreement for such Loan Asset or (ii) any term or provision of such Loan Agreement referenced in or utilized in the calculation of the “Net Leverage Ratio”, “Interest Coverage Ratio” or “Permitted Liens” or any respective comparable definitions for such Loan Asset, in either case in a manner that, in the sole reasonable judgment of the Agent, is materially adverse to the Secured Parties.

“ Maximum Facility Amount ” means initially $200,000,000, as such amount may be reduced from time to time pursuant to Section 2.18(b) ; provided that at all times when an Event of Default has occurred, the Maximum Facility Amount shall mean the aggregate Advances Outstanding at such time.

“ Moody’s ” means Moody’s Investors Service, Inc. (or its successors in interest).

“ Mortgage ” means the mortgage, deed of trust or other instrument creating a Lien on an interest in real property securing a Loan Asset, including the assignment of leases and rents related thereto.

“ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA that is or was at any time during the current year or the preceding five years contributed to by the Borrower or any ERISA Affiliate on behalf of its employees.

“ Net Leverage Ratio ” means, with respect to any Loan Asset for any Relevant Test Period, the meaning of “Net Leverage Ratio” or any comparable definition in the Loan Agreement for each such Loan Asset, and in any case that “Net Leverage Ratio” or such comparable definition is not defined in such Loan Agreement, the ratio of (a) Indebtedness minus Unrestricted Cash to (b) EBITDA.

“ Non-Usage Fee ” has the meaning ascribed thereto in the Fee Letter.

“ Note Purchaser ” means, collectively, Wachovia and/or any other Person to whom the Note Purchaser assigns any part of its rights and obligations under this Agreement and the other Transaction Documents in accordance with the terms of Section 11.04 .

“ Noteless Loan Asset ” means a Loan Asset with respect to which the Loan Agreements (i) do not require the Obligor to execute and deliver a promissory note to evidence the indebtedness created under such Loan Asset or (ii) require any holder of the indebtedness created under such Loan Asset to affirmatively request a promissory note from the related Obligor.

“ Notice and Request for Consent ” has the meaning assigned to that term in Section 2.07(d)(i) .

“ Notice of Borrowing ” means an irrevocable written notice of borrowing from the Borrower to the Agent in the form attached hereto as Exhibit F .

“ Notice of Reduction ” means a notice of a reduction of the Advances Outstanding or a reduction of the Maximum Facility Amount, as applicable, pursuant to Section 2.18 , in the form attached hereto as Exhibit G or Exhibit H , as applicable.

“ Obligations ” means (i) all present and future indebtedness and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Borrower to the Note Purchaser, the Agent, the Bank, the Trustee or the Collateral Custodian arising under this Agreement and/or any other Transaction Document and shall include, without limitation, all liability for principal of and interest on the Advances, indemnifications and other amounts due or to become due by the Borrower to the Note Purchaser, the Agent or the Trustee under this Agreement and/or any other Transaction Document, including, without limitation, any Make-Whole Premium and costs and expenses payable by the Borrower to the Note Purchaser, the Agent, the Bank, the Trustee or the Collateral Custodian, including reasonable attorneys’ fees, costs and expenses, including without limitation, interest, fees and other obligations that accrue after the commencement of an insolvency proceeding (in each case whether or not allowed as a claim in such insolvency proceeding) and (ii) the “Aggregate Unpaids,” as such term is defined in the Term-Out Sale and Servicing Agreement.

“ Obligor ” means, collectively, each Person obligated to make payments under a Loan Agreement, including any guarantor thereof.

“ Officer’s Certificate ” means a certificate signed by the president, the secretary, an assistant secretary, the chief financial officer or any vice president, as an authorized officer, of any Person.

“ Opinion of Counsel ” means a written opinion of counsel, which opinion and counsel are acceptable to the Agent in its sole discretion; provided that Latham & Watkins LLP, Richards Layton & Finger, P.A. and Venable LLP shall be considered acceptable counsel for purposes of this definition.

“ Optional Sale ” has the meaning assigned to that term in Section 2.07(c) .

“ Optional Sale Date ” means any Business Day, provided 45 days’ prior written notice is given in accordance with Section 2.07(c) .

“ Other Parties ” has the meaning assigned to that term in Section 12.07(c) .

“ Outstanding Balance ” means, with respect to any Loan Asset as of any date of determination, the outstanding principal balance of any advances or loans made to the related Obligor pursuant to the related Loan Agreement as of such date of determination (exclusive of any interest and Accreted Interest).

“ Payment Date ” means the 15 th day of each of February, May, August and November or, if such day is not a Business Day, the next succeeding Business Day, commencing

on the 15 th day of November; provided , that the final Payment Date shall occur on the Collection Date.

“ Payment Duties ” has the meaning assigned to that term in Section 10.02(b)(i) .

“ Pension Plans ” has the meaning assigned to that term in Section 4.01(x) .

“ Permitted Investments ” means negotiable instruments or securities or other investments that (i) except in the case of demand or time deposits, investments in money market funds and Eligible Repurchase Obligations, are represented by instruments in bearer or registered form or ownership of which is represented by book entries by a Clearing Agency or by a Federal Reserve Bank in favor of depository institutions eligible to have an account with such Federal Reserve Bank who hold such investments on behalf of their customers, (ii) as of any date of determination, mature by their terms on or prior to the Business Day preceding the next Payment Date, and (iii) evidence:

(a) direct obligations of, and obligations fully guaranteed as to full and timely payment by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States);

(b) demand deposits, time deposits or certificates of deposit of depository institutions or trust companies incorporated under the laws of the United States or any state thereof and subject to supervision and examination by federal or state banking or depository institution authorities; provided, that at the time of the Borrower’s investment or contractual commitment to invest therein, the commercial paper, if any, and short-term unsecured debt obligations (other than such obligation whose rating is based on the credit of a Person other than such institution or trust company) of such depository institution or trust company shall have a credit rating from Fitch and each Rating Agency in the Highest Required Investment Category granted by Fitch and such Rating Agency;

(c) commercial paper, or other short term obligations, having, at the time of the Borrower’s investment or contractual commitment to invest therein, a rating in the Highest Required Investment Category granted by each Rating Agency and Fitch;

(d) demand deposits, time deposits or certificates of deposit that are fully insured by the FDIC and either have a rating on their certificates of deposit or short-term deposits from Moody’s and S&P of “P-1” and “A-1”, respectively, and if rated by Fitch, from Fitch of “F-1+”;

(e) notes that are payable on demand or bankers’ acceptances issued by any depository institution or trust company referred to in clause (b) above;

(f) investments in taxable money market funds or other regulated investment companies having, at the time of the Borrower’s investment or contractual commitment to invest therein, a rating of the Highest Required Investment Category from each Rating Agency and Fitch (if rated by Fitch);

(g) time deposits (having maturities of not more than 90 days) by an entity the commercial paper of which has, at the time of the Borrower’s investment or contractual commitment to invest therein, a rating of the Highest Required Investment Category granted by each Rating Agency and Fitch; or

(h) Eligible Repurchase Obligations with a rating acceptable to the Rating Agencies and Fitch, which in the case of S&P, shall be “A-1” and in the case of Fitch shall be “F-1+”.

The Trustee may pursuant to the direction of the Servicer or the Agent, as applicable, purchase or sell to itself or an Affiliate, as principal or agent, the Permitted Investments described above.

“ Permitted Liens ” means any of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced (a) Liens for state, municipal or other local taxes if such taxes shall not at the time be due and payable or if a Person shall currently be contesting the validity thereof in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of such Person, (b) Liens imposed by law, such as materialmen’s, warehousemen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens, arising by operation of law in the ordinary course of business for sums that are not overdue or are being contested in good faith and (c) Liens granted pursuant to or by the Transaction Documents.

“ Permitted Refinancing ” means any refinancing transaction undertaken by the Transferor, the Borrower or an Affiliate of the Transferor that is secured, directly or indirectly, by any Loan Asset currently or formerly included in the Collateral Portfolio or any portion thereof or any interest therein released from the Lien of this Agreement.

“ Permitted Securitization ” means any private or public term or conduit securitization transaction (a) undertaken by the Transferor, the Borrower or an Affiliate of the Transferor, that is secured, directly or indirectly, by any Loan Asset currently or formerly included in the Collateral Portfolio or any portion thereof or any interest therein released from the Lien of this Agreement, including, without limitation, any collateralized loan obligation or collateralized debt obligation offering or other asset securitization and (b) in the case of a term securitization in which the Transferor or an Affiliate thereof or underwriter or placement agent has agreed to purchase or place 100% of the equity and non-investment grade tranches of notes issued in such term securitization transaction. For the avoidance of doubt, notwithstanding any agreement by the Transferor or an Affiliate to purchase or place 100% of the equity in such term securitization transaction, any such party agreeing to so purchase or place may designate other Persons as purchasers of such equity provided such party or parties remain primarily liable therefor if such designees fail to purchase or place in connection with the closing date of such term securitization and/or, after the closing of such term securitization, may transfer equity it purchases at the closing thereof.

“ Person ” means an individual, partnership, corporation (including a statutory or business trust), limited liability company, joint stock company, trust, unincorporated association,

sole proprietorship, joint venture, government (or any agency or political subdivision thereof) or other entity.

“ PIK Loan Asset ” means a Loan Asset which provides for a portion of the interest that accrues thereon to be added to the principal amount of such Loan Asset for some period of the time prior to such Loan Asset requiring the current cash payment of such previously capitalized interest, which cash payment shall be treated as an Interest Collection at the time it is received.

“ Pledge ” means the pledge of any Eligible Loan Asset or other Portfolio Asset pursuant to Article II .

“ Pledge Agreement ” means that certain Pledge Agreement, dated as of the Closing Date, between the Equityholder, as pledgor, and the Trustee, as pledgee, as such Pledge Agreement may from time to time be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“ Portfolio Assets ” means all Loan Assets owned by the Borrower, together with all proceeds thereof and other assets or property related thereto, including all right, title and interest of the Borrower in and to:

(a) any amounts on deposit in any cash reserve, collection, custody or lockbox accounts securing the Loan Assets;

(b) all rights with respect to the Loan Assets to which the Transferor is entitled as lender under the applicable Loan Agreement;

(c) the Controlled Accounts, together with all cash and investments in each of the foregoing other than amounts earned on investments therein;

(d) any Underlying Collateral securing a Loan Asset and all Recoveries related thereto, all payments paid in respect thereof and all monies due, to become due and paid in respect thereof accruing after the applicable Cut-Off Date and all liquidation proceeds;

(e) all Required Loan Documents, the Loan Asset Files related to any Loan Asset, any Records, and the documents, agreements, and instruments included in the Loan Asset Files or Records;

(f) all Insurance Policies with respect to any Loan Asset;

(g) all Liens, guaranties, indemnities, warranties, letters of credit, accounts, bank accounts and property subject thereto from time to time purporting to secure or support payment of any Loan Asset, together with all UCC financing statements, mortgages or similar filings signed or authorized by an Obligor relating thereto;

(h) the Purchase and Sale Agreements (including, without limitation, rights of recovery of the Borrower against the Equityholder and the Transferor) and the assignment to the Trustee, for the benefit of the Secured Parties, of all UCC financing statements filed by the

Borrower against the Equityholder and filed by the Equityholder against the Transferor under or in connection with the Purchase and Sale Agreements;

(i) all records (including computer records) with respect to the foregoing; and

(j) all collections, income, payments, proceeds and other benefits of each of the foregoing.

“ Priced Loan Asset ” means any Loan Asset that has an observable quote from LoanX Mark-It Partners or Loan Pricing Corporation, or from another pricing service selected by the Agent in its sole discretion.

“ Prime Rate ” means the rate announced by Wachovia from time to time as its prime rate in the United States, such rate to change as and when such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged by Wachovia or any other specified financial institution in connection with extensions of credit to debtors.

“ Principal Collection Account ” means a sub-account (account number 133257-201 at the Bank) of the Collection Account into which Principal Collections shall be segregated.

“ Principal Collections ” means any deposits by the Borrower in accordance with Section 2.06(a)(i) or Section 2.07(e)(i) or, with respect to any Loan Asset, all amounts received which are not Interest Collections, including, without limitation, all Recoveries, all Insurance Proceeds, all scheduled payments of principal and principal prepayments and all guaranty payments and proceeds of any liquidations, sales, dispositions or securitizations, in each case, attributable to the principal of such Loan Asset; provided that, for the avoidance of doubt, “Principal Collections” shall not include amounts on deposit in the Unfunded Exposure Account.

“ Proceeds ” means, with respect to any Collateral Portfolio, all property that is receivable or received when such Collateral Portfolio is collected, sold, liquidated, foreclosed, exchanged, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes all rights to payment with respect to any insurance relating to such Collateral Portfolio.

“ Purchase and Sale Agreements ” means the First Tier Purchase and Sale Agreement and the Second Tier Purchase and Sale Agreement.

“ Rating Agency ” means each of S&P, Moody’s and Fitch.

“ Records ” means all documents relating to the Loan Assets, including books, records and other information executed in connection with the origination or acquisition of the Collateral Portfolio or maintained with respect to the Collateral Portfolio and the related Obligors that the Borrower, the Transferor or the Servicer have generated, in which the Borrower, the Transferor or the Equityholder have acquired an interest pursuant to the Purchase and Sale Agreements or in which the Borrower, the Transferor or the Equityholder have otherwise obtained an interest.

“ Recoveries ” means, as of the time any Underlying Collateral with respect to any Loan Asset subject to clauses (ii) or (iv) of the definition of “Value Adjustment Event”, as

applicable, is sold, discarded or abandoned (after a determination by the Servicer that such Underlying Collateral has little or no remaining value) or otherwise determined to be fully liquidated by the Servicer in accordance with the Credit Policy and the Servicing Standard, the proceeds from the sale of the Underlying Collateral, the proceeds of any related Insurance Policy, any other recoveries with respect to such Loan Asset, as applicable, the Underlying Collateral, and amounts representing late fees and penalties, net of any amounts received that are required under such Loan Asset, as applicable, to be refunded to the related Obligor.

“ Register ” has the meaning assigned to that term in Section 2.14 .

“ Release Date ” has the meaning set forth in Section 2.07(e) .

“ Relevant Test Period ” means, with respect to any Loan Asset, the relevant test period for the calculation of Net Leverage Ratio or Interest Coverage Ratio, as applicable, for such Loan Asset in the Loan Agreements or, if no such period is provided for therein, for Obligors delivering monthly financing statements, each period of the last 12 consecutive reported calendar months, and for Obligors delivering quarterly financing statements, each period of the last four consecutive reported fiscal quarters of the principal Obligor on such Loan Asset; provided that with respect to any Loan Asset for which the relevant test period is not provided for in the Loan Agreement, if an Obligor is a newly-formed entity as to which 12 consecutive calendar months have not yet elapsed, “Relevant Test Period” shall initially include the period from the date of formation of such Obligor to the end of the twelfth calendar month or fourth fiscal quarter (as the case may be) from the date of formation, and shall subsequently include each period of the last 12 consecutive reported calendar months or four consecutive reported fiscal quarters (as the case may be) of such Obligor.

“ Remittance Period ” means, (i) as to the Initial Payment Date, the period beginning on the Closing Date and ending on, and including, the Determination Date immediately preceding such Payment Date and (ii) as to any subsequent Payment Date, the period beginning on the first day after the most recently ended Remittance Period and ending on, and including, the Determination Date immediately preceding such Payment Date, or, with respect to the final Remittance Period, the Collection Date.

“ Replacement Servicer ” has the meaning assigned to that term in Section 6.01(c) .

“ Reporting Date ” means the date that is two Business Days prior to the 15 th of each calendar month (unless in such month a Payment Date occurs, in which case two Business Days prior to such Payment Date), commencing September, 2009.

“ Required Loan Documents ” means, for each Loan Asset, originals (except as otherwise indicated) of the following documents or instruments, all as specified on the related Loan Asset Checklist:

(a) (i) other than in the case of a Noteless Loan Asset, the original or, if accompanied by an original “lost note” affidavit and indemnity, a copy of, the underlying promissory note, endorsed by the Borrower or the prior holder of record either in blank or to the Trustee (and evidencing an unbroken chain of endorsements from each prior holder thereof evidenced in the chain of endorsements either in blank or to the Trustee, subject to Section

11.18 ), with any endorsement to the Trustee to be in the following form: “U.S. Bank National Association, as Trustee for the Secured Parties”, and (ii) in the case of a Noteless Loan Asset (x) a copy of each transfer document or instrument relating to such Noteless Loan Asset evidencing the assignment of such Noteless Loan Asset to the Transferor and from the Transferor to the Borrower (or, in the case of Third Party Acquired Loan Assets purchased by the Transferor from third parties, from such third party directly to the Borrower as provided in Section 11.18 ) and from the Borrower either to the Trustee or in blank, and (y) a copy of the Loan Asset Register with respect to such Noteless Loan Asset, as described in Section 5.03(l)(ii) ;

(b) originals or copies of each of the following, to the extent applicable to the related Loan Asset; any related loan agreement, credit agreement, note purchase agreement, security agreement (if separate from any Mortgage), sale and servicing agreement, acquisition agreement, subordination agreement, intercreditor agreement or similar instruments, guarantee, Insurance Policy, assumption or substitution agreement or similar material operative document, in each case together with any amendment or modification thereto, as set forth on the Loan Asset Checklist;

(i) either (i) the original Mortgage, the original assignment of leases and rents, if any, and the originals of all intervening assignments, if any, of the Mortgage and assignments of leases and rents with evidence of recording thereon, (ii) copies thereof certified by the Servicer, by closing counsel or by a title company or escrow company to be true and complete copies thereof where the originals have been transmitted for recording until such time as the originals are returned by the public recording office; provided that, solely for purposes of the Review Criteria, the Collateral Custodian shall have no duty to ascertain whether any certification set forth in this subsection (c)(ii) has been received, other than a certification which has been clearly delineated as being provided by the Servicer or (iii) copies certified by the public recording offices where such documents were recorded to be true and complete copies thereof in those instances where the public recording offices retain the original or where the original recorded documents are lost; and

(ii) other than with respect to any Agented Note, to the extent the Borrower is the sole lender under the Loan Agreement, an Assignment of Mortgage and of any other material recorded security documents (including any assignment of leases and rents) in recordable form, executed by the Borrower or the prior holder of record, in blank or to the Trustee (and evidencing an unbroken chain of assignments from the prior holder of record to the Trustee), with any assignment to the Trustee to be in the following form: “U.S. Bank National Association, as Trustee for the Secured Parties”;

(d) with respect to any Loan Asset originated by the Transferor and with respect to which the Transferor acts as administrative agent (or in a comparable capacity), either (i) copies of the UCC-1 Financing Statements, if any, and any related continuation statements, each showing the Obligor as debtor and the Trustee as total assignee or showing the Obligor, as debtor and the Transferor as secured party and each with evidence of filing thereon, or (ii) copies

of any such financing statements certified by the Servicer to be true and complete copies thereof in instances where the original financing statements have been sent to the appropriate public filing office for filing, in each case as set forth in the Loan Asset Checklist.

“ Required Note Purchasers ” has the meaning assigned to that term in Section 11.01(a) .

“ Required Reports ” means, collectively, the Servicing Report required pursuant to Section 6.08(b) , the Servicer’s Certificate required pursuant to Section 6.08(c) , the financial statements of the Servicer required pursuant to Section 6.08(d) , the tax returns of the Borrower and the Servicer required pursuant to Section 6.08(e) , the financial statements and valuation reports of each Obligor required pursuant to Section 6.08(f) , the annual statements as to compliance required pursuant to Section 6.09 , and the annual independent public accountant’s report required pursuant to Section 6.10 .

“ Responsible Officer ” means, with respect to any Person, any duly authorized officer of such Person with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other duly authorized officer of such Person to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“ Restricted Junior Payment ” means (i) any dividend or other distribution, direct or indirect, on account of any class of membership interests of the Borrower now or hereafter outstanding, except a dividend paid solely in interests of that class of membership interests or in any junior class of membership interests of the Borrower; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any class of membership interests of the Borrower now or hereafter outstanding, (iii) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire membership interests of the Borrower now or hereafter outstanding, and (iv) any payment of management fees by the Borrower (except for reasonable management fees to the Transferor or its Affiliates in reimbursement of actual management services performed). For the avoidance of doubt, (x) payments and reimbursements due to the Servicer in accordance with this Agreement or any other Transaction Document do not constitute Restricted Junior Payments, and (y) distributions by the Borrower to holders of its membership interests of Loan Assets or of cash or other proceeds relating thereto which have been substituted by the Borrower in accordance with this Agreement shall not constitute Restricted Junior Payments.

“ Retained Interest ” means, with respect to any Agented Note that is transferred to the Borrower, (i) all of the obligations, if any, of the agent(s) under the documentation evidencing such Agented Note and (ii) the applicable portion of the interests, rights and obligations under the documentation evidencing such Agented Note that relate to such portion(s) of the indebtedness that is owned by another lender.

“ Review Criteria ” has the meaning assigned to that term in Section 13.02(b)(i) .

“ Revolving Loan Asset ” means a Loan Asset that is a line of credit or contains an unfunded commitment arising from an extension of credit by the Transferor to an Obligor, pursuant to the terms of which amounts borrowed may be repaid and subsequently reborrowed.

“ S&P ” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc. (or its successors in interest).

“ Scheduled Payment ” means each scheduled payment of principal and/or interest required to be made by an Obligor on the related Loan Asset, as adjusted pursuant to the terms of the related Loan Agreement.

“ Second Extension ” has the meaning assigned to that term in Section 2.19 .

“ Second Tier Loan Assignment ” has the meaning set forth in the Second Tier Purchase and Sale Agreement.

“ Second Tier Purchase and Sale Agreement ” means that certain Second Tier Purchase and Sale Agreement, dated as of the date hereof, between the Equityholder, as the seller, and the Borrower, as the purchaser, as amended, modified, waived, supplemented, restated or replaced from time to time.

“ Secured Party ” means each of the Agent, the Note Purchaser (together with its successors and assigns), the Trustee and Wells Fargo Securities, LLC (f/k/a Wachovia Capital Markets, LLC) (as “Administrative Agent” in the Term-Out Sale and Servicing Agreement) on behalf of the “Secured Parties” (as such term is defined in the Term-Out Sale and Servicing Agreement), to the extent any payments are owed thereto in connection with the Borrower Guaranty.

“ Securities Act ” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Servicer ” means at any time the Person then authorized, pursuant to Section 6.01 to service, administer, and collect on the Loan Assets and exercise rights and remedies in respect of the same.

“ Servicer Termination Event ” means the occurrence of any one or more of the following events:

(a) any failure by the Servicer to make any payment, transfer or deposit into the Collection Account (including, without limitation, with respect to bifurcation and remittance of Interest Collections and Principal Collections) or the Unfunded Exposure Account, as required by this Agreement or any Transaction Document which continues unremedied for a period of two Business Days;

(b) any failure on the part of the Servicer duly to (i) observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party (including, without limitation, any material delegation of the Servicer’s duties that is not permitted by Section 6.01 of this

Agreement) or (ii) comply in any material respect with the Credit Policy and the Servicing Standard regarding the servicing of the Collateral Portfolio and in each case the same continues unremedied for a period of 30 days (if such failure can be remedied) after the earlier to occur of (x) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Agent or the Trustee and (y) the date on which a Responsible Officer of the Servicer acquires knowledge thereof;

(c) the failure of the Servicer to make any payment when due (after giving effect to any related grace period) under one or more agreements for borrowed money to which it is a party in an aggregate amount in excess of United States $5,000,000, individually or in the aggregate, or the occurrence of any event or condition that has resulted in the acceleration of such amount of recourse debt whether or not waived;

(d) a Bankruptcy Event shall occur with respect to the Servicer;

(e) the Servicer consents to or otherwise permits to occur, without the prior written consent of the Agent, any material amendment, modification, change, supplement or rescission (any of the foregoing an “amendment” for purposes of this clause (e) ) of or to the Credit Policy and the Servicer fails to receive the written consent of the Agent within 10 Business Days after notice of such amendment has been delivered to the Agent (which notice shall be delivered by the Servicer within seven Business Days after the effectiveness of such amendment); provided that no such written consent shall be required in the case of an amendment which was mandated by any Applicable Law or Governmental Authority;

(f) Ares or an Affiliate thereof shall cease to be the Servicer;

(g) at any time, Ares fails to maintain the Asset Coverage Ratio at greater than or equal to 2:1;

(h) Ares permits Shareholders’ Equity at the last day of any of its fiscal quarter to be less than the greater of (i) 40% of the total assets of the Servicer and its Subsidiaries as at the last day of such fiscal quarter (determined on a consolidated basis, without duplication, in accordance with GAAP) and (ii) $300,000,000 plus 25% of the net proceeds of the sale of equity interests by the Servicer and its Subsidiaries after the Closing Date;

(i) any change in the management of the Servicer (whether by resignation, termination, disability, death or lack of day-to-day management) relating to any three of Michael Arougheti, R. Kipp deVeer, Mitchell Goldstein, Eric Beckman and Michael Smith (or other individuals acceptable to the Agent), or any failure by any three of the aforementioned Persons to provide active and material participation in the Servicer’s daily activities including, but not limited to, general management, underwriting, and the credit approval process and credit monitoring activities, and a reputable, experienced individual reasonably satisfactory to the Agent has not been appointed within 30 days of such event; provided that time relating to an individual’s vacation within the Servicer’s employee policy and customary industry standards shall not constitute lack of day-to-day management or failure to provide active and material participation in the Servicer’s daily activities. The Agent deems each of John Kissick, Anthony Ressler, Bennett Rosenthal, David Sachs, Gregory Margolies, David Kaplan and Seth Brufsky to

be an acceptable, experienced appointee for purposes of replacing any of the individuals described in the preceding sentence;

(j) any failure by the Servicer to deliver (i) any required Servicing Report on or before the date occurring two Business Days after the date such report is required to be made or given, as the case may be or (ii) any other Required Reports hereunder on or before the date occurring five Business Days after the date such report is required to be made or given, as the case may be, in each case under the terms of this Agreement;

(k) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made, which has a Material Adverse Effect on the Agent or any of the Secured Parties and continues to be unremedied for a period of 30 days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Agent or the Trustee and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof;

(l) any financial or other information reasonably requested by the Agent, the Note Purchaser or the Trustee is not provided as requested within a reasonable amount of time following such request;

(m) the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of United States $10,000,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution;

(n) any change in the control of the Servicer that takes the form of either a merger or consolidation that does not comply with the provisions of Section 5.04(a) of this Agreement;

(o) the occurrence of the Facility Maturity Date;

(p) an Affiliate of the Servicer fails to be the Equityholder; or

(q) any other event which has caused, or which may cause, a Material Adverse Effect on the assets, liabilities, financial condition, business or operations of the Servicer or the ability of the Servicer to meet its obligations under the Transaction Documents to which it is a party.

“ Servicer Termination Notice ” has the meaning assigned to that term in Section 6.01(b) .

“ Servicer’s Certificate ” has the meaning assigned to that term in Section 6.08(c) .

“ Servicing Fees ” means the fee payable to the Servicer on each Payment Date in arrears in respect of each Remittance Period, which fee shall be equal to the product of (i) 0.50%, (ii) the arithmetic mean of the aggregate outstanding principal balance of the Collateral Portfolio

on the first day and on the last day of the related Remittance Period and (iii) the actual number of days in such Remittance Period divided by 360.

“ Servicing File ” means, for each Loan Asset, (a) copies of each of the Required Loan Documents and (b) any other portion of the Loan Asset File which is not part of the Required Loan Documents.

“ Servicing Report ” has the meaning assigned to that term in Section 6.08(b) .

“ Servicing Standard ” means, with respect to any Loan Assets included in the Collateral Portfolio, to service and administer such Loan Assets on behalf of the Secured Parties in accordance with Applicable Law, the terms of this Agreement, the Loan Agreements, all customary and usual servicing practices for loans like the Loan Assets and, to the extent consistent with the foregoing, (i) if the Servicer is the originator or an Affiliate thereof, the higher of: (A) in a manner which the Servicer believes to be consistent with the practices and procedures followed by institutional servicers of national standing relating to assets of the nature and character of the Loan Assets, and (B) the same care, skill, prudence and diligence with which the Servicer services and administers loans for its own account or for the account of others, and (ii) if the Servicer is not the originator or an Affiliate thereof, the same care, skill, prudence and diligence with which the Servicer services and administers loans for its own account or for the account of others.

“ Shareholders’ Equity ” means, at any date, the amount determined on a consolidated basis, without duplication, in accordance with GAAP, of shareholders equity for the Servicer and its Subsidiaries at such date.

“ State ” means one of the fifty states of the United States or the District of Columbia.

“ Stated Maturity Date ” means July 21, 2012 or such later date as is agreed to in writing by the Borrower, the Servicer, the Agent and the Note Purchaser pursuant to Section 2.19 .

“ Subsidiary ” means with respect to a person, a corporation, partnership or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such person.

“ Substitute Eligible Loan Asset ” means each Eligible Loan Asset Pledged by the Borrower to the Agent, on behalf of the Note Purchaser, pursuant to Section 2.07(a) or Section 2.07(e)(ii) .

“ Taxes ” means any present or future taxes, levies, imposts, duties, charges, assessments or fees of any nature (including interest, penalties, and additions thereto) that are imposed by any Governmental Authority.

“ Term Loan Asset ” means a Loan Asset that is a term loan that has been fully funded and does not contain any unfunded commitment on the part of the Transferor arising from an extension of credit by the Transferor to an Obligor.

“ Term-Out Sale and Servicing Agreement ” means that certain Sale and Servicing Agreement, dated as of November 3, 2004, by and among Ares, as the originator and as the servicer, the Guarantor, as the borrower, the Borrower, as the guarantor, each of the conduit purchasers and institutional purchasers from time to time party thereto, each of the purchaser agents from time to time party thereto, Wells Fargo Securities, LLC (f/k/a Wachovia Capital Markets, LLC), as the administrative agent, U.S. Bank National Association, as the trustee and Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services) as the backup servicer, as amended, supplemented, modified or restated from time to time.

“ Third Party Acquired Loan Asset ” means any Loan Asset purchased by the Transferor from third parties not Affiliated with the Transferor and then sold from the Transferor to the Equityholder pursuant to the First Tier Purchase and Sale Agreement and from the Equityholder to the Borrower pursuant to the Second Tier Purchase and Sale Agreement.

“ Transaction Documents ” means this Agreement, the Variable Funding Note, the Purchase and Sale Agreements, the Collection Account Agreement, the Unfunded Exposure Account Agreement, the Trustee Fee Letter, the Collateral Custodian Fee Letter, the Fee Letter, the Pledge Agreement and each document, instrument or agreement related to any of the foregoing.

“ Transferee Letter ” has the meaning assigned to that term in Section 11.04(a) .

“ Transferor ” means Ares, in its capacity as the transferor hereunder and as the seller under the First Tier Purchase and Sale Agreement, together with its successors and assigns in such capacity.

“ Trustee ” has the meaning assigned to that term in the preamble hereto.

“ Trustee Expenses ” means the expenses set forth in the Trustee Fee Letter and any other accrued and unpaid fees, expenses (including reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower or the Servicer to the Trustee under the Transaction Documents.

“ Trustee Fee Letter ” means the Trustee Fee Letter, dated as of the date hereof, between the Trustee, the Borrower, the Servicer and the Agent, as such letter may be amended, modified, supplemented, restated or replaced from time to time.

“ Trustee Fees ” means the fees set forth in the Trustee Fee Letter, as such fee letter may be amended, restated, supplemented and/or otherwise modified from time to time.

“ Trustee Termination Notice ” has the meaning assigned to that term in Section 10.05 .

“ U.S. Bank ” has the meaning assigned to that term in the preamble hereto.

“ UCC ” means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction.

“ Underlying Collateral ” means, with respect to a Loan Asset, any property or other assets designated and pledged or mortgaged as collateral to secure repayment of such Loan Asset, as applicable, including, without limitation, mortgaged property and/or a pledge of the stock, membership or other ownership interests in the related Obligor and all proceeds from any sale or other disposition of such property or other assets.

“ Unfunded Exposure Account ” means a special trust account (account number 133257-700 at the Bank) in the name of the Borrower and under the sole dominion and control of the Trustee for the benefit of the Secured Parties; provided , that the funds deposited therein (including any interest and earnings thereon) from time to time shall constitute the property and assets of the Borrower and the Borrower shall be solely liable for any taxes payable with respect to the Unfunded Exposure Account.

“ Unfunded Exposure Account Agreement ” means that certain Unfunded Exposure Account Agreement, dated the date of this Agreement, among the Borrower, the Servicer, the Bank, the Agent, and the Trustee, which agreement relates to the Unfunded Exposure Account, as such agreement may from time to time be amended, supplemented or otherwise modified in accordance with the terms thereof.

“ Unfunded Exposure Amount ” means, at any time, the amount, if any, by which (i) the aggregate Exposure Amount exceeds (ii) the aggregate amount on deposit in the Unfunded Exposure Account.

“ Unfunded Exposure Equity Amount ” means, on any date of determination, an amount equal to (a) the Exposure Amount multiplied by (b) the difference of (i) 100% minus (ii) the Applicable Percentage.

“ Unfunded Exposure Equity Shortfall ” means, on any date of determination, an amount equal to the excess, if any, of the Unfunded Exposure Equity Amount over the amount on deposit in the Unfunded Exposure Account.

“ United States ” means the United States of America.

“ Unmatured Event of Default ” means any event that, if it continues uncured, will, with lapse of time, notice or lapse of time and notice, constitute an Event of Default.

“ Unrestricted Cash ” the meaning of “Unrestricted Cash” or any comparable definition in the Loan Agreements for each Loan Asset, and in any case that “Unrestricted Cash” or such comparable definition is not defined in such Loan Agreement, all cash available for use for general corporate purposes and not held in any reserve account or legally or contractually restricted for any particular purposes or subject to any lien (other than blanket liens permitted under or granted in accordance with such Loan Agreement).

“ Value Adjustment Event ” means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related Cut-Off Date:

(i) (x) The Interest Coverage Ratio for any Relevant Test Period with respect to such Loan Asset is less than 90% of the Interest Coverage Ratio with respect to such Loan Asset as calculated on the applicable Cut-Off Date, or (y) the Net Leverage Ratio for any Relevant Test Period of the related Obligor with respect to such Loan Asset is more than 0.50x higher than such Net Leverage Ratio as calculated on the applicable Cut-Off Date;

(ii) an Obligor payment default under any Loan Asset (after giving effect to any applicable grace or cure periods, but in any case not to exceed five Business Days, in accordance with the Loan Agreement);

(iii) any other Obligor default under any Loan Asset (after giving effect to any applicable grace or cure periods in accordance with the Loan Agreement);

(iv) a Bankruptcy Event with respect to the related Obligor;

(v) the occurrence of a Material Modification (in accordance with clauses (b) - (c) or clauses (e) - (g) of the definition thereof) with respect to such Loan Asset; or

(vi) the occurrence of a Material Modification (in accordance with clauses (a) or (d) of the definition thereof) with respect to such Loan Asset.

“ Variable Funding Note ” has the meaning assigned to such term in Section 2.01(a) .

“ Wachovia ” means Wachovia Bank, National Association, a national banking association, in its individual capacity, and its successors and assigns.

“ Warranty Event ” means, as to any Loan Asset, the discovery that as of the related Cut-Off Date for such Loan Asset there existed a breach of any representation or warranty relating to such Loan Asset (other than any representation or warranty that the Loan Asset satisfies the criteria of the definition of Eligible Loan Asset) and the failure of Borrower to cure such breach, or cause the same to be cured, within 30 days after the earlier to occur of the Borrower’s receipt of notice thereof from the Agent or the Borrower becoming aware thereof.

“ Warranty Loan Asset ” means any Loan Asset that fails to satisfy any criteria of the definition of Eligible Loan Asset as of the Cut-Off Date for such Loan Asset or a Loan Asset with respect to which a Warranty Event has occurred; provided that, any Loan Asset approved by the Agent in accordance with Section 11 of Schedule III on the applicable Cut-Off Date shall not be a Warranty Loan Asset due to the failure of such Loan Asset to satisfy the requirements of Section 11 of Schedule III on any date thereafter.

“ Wells Fargo ” has the meaning assigned to that term in the preamble hereto.

“ Yield ” means with respect to any Remittance Period, the sum for each day in such Remittance Period determined in accordance with the following formula:

YR x L
D

provided that (i) no provision of this Agreement shall require the payment or permit the collection of Yield in excess of the maximum permitted by Applicable Law and (ii) Yield shall not be considered paid by any distribution if at any time such distribution is later required to be rescinded by the Note Purchaser to the Borrower or any other Person for any reason including, without limitation, such distribution becoming void or otherwise avoidable under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code.

“ Yield Rate ” means, as of any date of determination, an interest rate per annum equal to LIBOR for such date plus the Applicable Spread; provided that (i) if the Note Purchaser shall have notified the Agent that a Eurodollar Disruption Event has occurred, the Yield Rate shall be equal to the Base Rate plus the Applicable Spread until the Note Purchaser shall have notified the Agent that such Eurodollar Disruption Event has ceased, at which time the Yield Rate shall again be equal to LIBOR for such date plus the Applicable Spread and (ii) if any Event of Default has occurred, the Yield Rate shall be increased to the Default Funding Rate, effective as of the date of the occurrence of such Event of Default, and shall remain at the Default Funding Rate following the occurrence of such Event of Default.

SECTION 1.02 Other Terms . All accounting terms used but not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and used but not specifically defined herein, are used herein as defined in such Article 9 .

SECTION 1.03 Computation of Time Periods . Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

ARTICLE II.

THE FACILITY

SECTION 2.01 Variable Funding Note and Advances .

(a) Variable Funding Note . The Borrower has heretofore delivered or shall, on the date hereof (and on the terms and subject to the conditions hereinafter set forth), deliver, to the Note Purchaser, at the address set forth on the signature pages of this Agreement, a duly executed variable funding note (the “ Variable Funding Note ”), in substantially the form of Exhibit I , in an aggregate face amount equal to $200,000,000, and otherwise duly completed. Interest shall accrue on the Variable Funding Note, and the Variable Funding Note shall be payable, as described herein.

(b) Advances . On the terms and conditions hereinafter set forth, the Note Purchaser shall make Advances under the Variable Funding Note to the Borrower secured by Eligible Loan Assets from time to time during the period from the Closing Date until the Facility Maturity Date. Under no circumstances shall the Note Purchaser make any Advance if after giving effect to such Advance and the addition to the Collateral Portfolio of the Eligible Loan Assets being acquired by the Borrower using the proceeds of such Advance, (i) an Event of Default has occurred or would result therefrom or an Unmatured Event of Default exists or would result therefrom or (ii) the aggregate Advances Outstanding would exceed the Borrowing Base.

(c) Notations on Variable Funding Note . The Agent is hereby authorized to enter on a schedule attached to the Variable Funding Note a notation (which may be computer generated) with respect to each Advance under the Variable Funding Note made by the Note Purchaser of: (i) the date and principal amount thereof, and (ii) each repayment of principal thereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of the Agent to make any such notation on the schedule attached to any Variable Funding Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances in accordance with their respective terms as set forth herein.

SECTION 2.02 Procedure for Advances .

(a) Until the occurrence of the Facility Maturity Date, the Note Purchaser will make Advances on any Business Day at the request of the Borrower, subject to and in accordance with the terms and conditions of Sections 2.01 and 2.02 and subject to the provisions of Article III hereof.

(b) Each Advance shall be made on at least one Business Day’s irrevocable written notice from the Borrower to the Agent, with a copy to the Trustee and the Collateral Custodian, in the form of a Notice of Borrowing; provided that such Notice of Borrowing shall be deemed to have been received by the Agent on a Business Day if delivered no later than 5:00 p.m. (New York City time) on such Business Day and if not delivered by such time, shall be deemed to have been received on the following Business Day. The Borrower or Servicer shall post all Loan Agreements and other loan documents and information with respect to each proposed Eligible Loan Asset, if any, to an IntraLinks (or other replacement) website to which the Agent has access. Each Notice of Borrowing shall include a duly completed Borrowing Base Certificate (updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof), and shall specify:

(i) the aggregate amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Borrowing Base; provided that, except with respect to an Advance pursuant to Section 2.02(f) , the amount of such Advance must be at least equal to $500,000;

(ii) the proposed date of such Advance;

(iii) a representation that all conditions precedent for an Advance described in Article III hereof have been satisfied; and

(iv) the amount of cash that will be funded into the Unfunded Exposure Account in connection with the Advance, if applicable.

On the date of each Advance, the Note Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III , make available to the Borrower on the applicable Advance Date in same day funds, the amount of such Advance, by payment into the account which the Borrower has designated in writing; provided that, with respect to an Advance funded pursuant to Section 2.02(f) , the Note Purchaser shall remit the Advance equal to the Exposure Amount Shortfall in same day funds to the Unfunded Exposure Account.

(d) Subject to Section 2.18 and the other terms, conditions, provisions and limitations set forth herein, the Borrower may borrow, repay or prepay and reborrow Advances without any penalty, on and after the Closing Date and prior to the Facility Maturity Date.

(e) Determinations by the Note Purchaser of the existence of any Eurodollar Disruption Event (any such determination to be communicated to the Borrower by written notice from the Agent promptly after the Agent learns of such event), or of the effect of any Eurodollar Disruption Event on its making or maintaining Advances at LIBOR, shall be conclusive absent manifest error.

(f) Notwithstanding anything to the contrary herein (including, without limitation, the occurrence of an Event of Default or the existence of an Unmatured Event of Default or a Borrowing Base Deficiency), if, upon the occurrence of an Event of Default, the amount on deposit in the Unfunded Exposure Account is less than the aggregate Exposure Amount, the Borrower shall request an Advance in the amount of such shortfall (the “ Exposure Amount Shortfall ”). Following receipt of a Notice of Borrowing (which shall specify the account details of the Unfunded Exposure Account where the funds will be made available), the Note Purchaser shall fund such Exposure Amount Shortfall in accordance with Section 2.02(b) , notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.02 ).

SECTION 2.03 [Reserved ]

SECTION 2.04 Remittance Procedures . The Servicer, as agent for the Agent and the Note Purchaser, shall instruct the Trustee and, if the Servicer fails to do so, the Agent may instruct the Trustee, to apply funds on deposit in the Controlled Accounts as described in this Section 2.04 .

(a) Payment Date Transfers Absent an Event of Default . So long as no Event of Default has occurred and, in any case, prior to the declaration, or automatic occurrence, of the Facility Maturity Date, the Servicer shall, and if the Servicer fails to do so the Agent may, on each Payment Date, direct the Trustee to transfer collected funds held by the Bank in the Collection Account, in accordance with the Servicing Report, to the following Persons in the following amounts and priority:

(i) FIRST, pari passu to (a) the Trustee, in payment in full of all accrued Trustee Fees and all Trustee Expenses; provided that amounts payable to the Trustee for Trustee Expenses pursuant to this clause (a) shall not exceed $25,000 for any Payment Date, and (b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Fees and SECOND to the Servicer, in payment in full of all accrued Servicing Fees;

(ii) to the Agent, for the benefit of the Note Purchaser, all Yield and the Non-Usage Fee that is accrued and unpaid as of the last day of the related Remittance Period;

(iii) to the Agent, for the benefit of the Note Purchaser, the Agent or the Collateral Custodian as applicable, all accrued and unpaid fees, expenses (including reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower to the Agent, the Note Purchaser or the Collateral Custodian under the Transaction Documents;

(iv) to pay the outstanding Advances to the extent required to satisfy any outstanding Borrowing Base Deficiency;

(v) to pay the Advances Outstanding, together with any applicable Make-Whole Premium, in connection with any complete refinancing or termination of this Agreement in accordance with Section 2.18(b) ;

(vi) to pay any other amounts due (other than with respect to the repayment of Advances) under this Agreement and the other Transaction Documents (including any indemnity amounts due from the Borrower hereunder and thereunder);

(vii) to Wells Fargo Securities, LLC (f/k/a Wachovia Capital Markets, LLC) (as “ Administrative Agent ” under the Term-Out Sale and Servicing Agreement), for the benefit of the “Secured Parties” (as such term is defined in the Term-Out Sale and Servicing Agreement) on account of any due and payable “Aggregate Unpaids” (as such term is defined in the Term-Out Sale and Servicing Agreement), to the extent a claim has been made therefor under the Borrower Guaranty;

(viii) to the Servicer, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder; and

(ix) to the Borrower, any remaining amounts.

(b) Payment Date Transfers Upon the Occurrence of an Event of Default . If an Event of Default has occurred or, in any case, after the declaration, or automatic occurrence, of the Facility Maturity Date, the Servicer shall, and if the Servicer fails to do so the Agent may, on each Payment Date, direct the Trustee to transfer collected funds held by the Bank in the Collection Account, in accordance with the Servicing Report, to the following Persons in the following amounts and priority:

(i) FIRST, pari passu to (a) the Trustee, in payment in full of all accrued Trustee Fees and all Trustee Expenses; provided that amounts payable to the Trustee for Trustee Expenses pursuant to this clause (a) shall not exceed $40,000 for any Payment Date, and (b) the Collateral Custodian, in payment in full of all accrued Collateral Custodian Fees and SECOND to the Servicer, in payment in full of all accrued Servicing Fees;

(ii) to the Agent, for the benefit of the Note Purchaser, all accrued and unpaid Yield and the Non-Usage Fee as of the last day of the related Remittance Period;

(iii) to the Unfunded Exposure Account in an amount necessary to cause the amount on deposit in the Unfunded Exposure Account to equal the Exposure Amount;

(iv) to the Agent, for the benefit of the Note Purchaser, the Agent or the Collateral Custodian, as applicable, all accrued and unpaid fees, expenses (including reasonable attorneys’ fees, costs and expenses) and indemnity amounts payable by the Borrower to the Agent, the Note Purchaser or the Collateral Custodian under the Transaction Documents;

(v) to pay the Advances, until paid in full;

(vi) to pay any other amounts due under this Agreement and the other Transaction Documents (including any indemnity amounts due from the Borrower hereunder and thereunder);

(viii) to the Servicer, in respect of all reasonable expenses (except allocated overhead) incurred in connection with the performance of its duties hereunder; and

(ix) to the Borrower, any remaining amounts.

(c) Unfunded Exposure Account . Funds on deposit in the Unfunded Exposure Account as of any date of determination may be withdrawn to fund draw requests of the relevant Obligors under any Revolving Loan Asset or Delayed Draw Loan Asset; provided that, until an Event of Default has occurred, the amount withdrawn to fund such draw request shall not create any Borrowing Base Deficiency. Any such draw request made by an Obligor, along with wiring instructions for the applicable Obligor, shall be forwarded by the Borrower or the Servicer to the Trustee (with a copy to the Agent) in the form of a Disbursement Request, and the Trustee shall instruct the Bank to fund such draw request in accordance with the Loan Agreement pertaining to such Revolving Loan Asset or Delayed Draw Loan Asset. Until an Event of Default has

occurred, any amounts on deposit in the Unfunded Exposure Account which exceed the Unfunded Exposure Equity Amount as of any date of determination shall be deposited into the Principal Collection Account as Principal Collections. On and after the occurrence of an Event of Default, any amounts on deposit in the Unfunded Exposure Account which exceed the Exposure Amount as of any date of determination shall be deposited into the Principal Collection Account as Principal Collections.

(d) Insufficiency of Funds . For the sake of clarity, the parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents.

SECTION 2.05 Instructions to the Trustee and the Bank . All instructions and directions given to the Trustee or the Bank by the Servicer, the Borrower or the Agent pursuant to Section 2.04 shall be in writing (including instructions and directions transmitted to the Trustee or the Bank by telecopy or e-mail), and such written instructions and directions shall be delivered with a written certification that such instructions and directions are in compliance with the provisions of Section 2.04 . The Servicer and the Borrower shall promptly transmit to the Agent by telecopy or e-mail a copy of all instructions and directions given to the Trustee or the Bank by such party pursuant to Section 2.04 . The Agent shall promptly transmit to the Servicer and the Borrower by telecopy or e-mail a copy of all instructions and directions given to the Trustee or the Bank by the Agent, pursuant to Section 2.04 . In the event the Trustee or the Bank receives instructions from the Servicer or the Borrower which conflict with any instructions received by the Agent, the Trustee or the Bank, as applicable, shall rely on and follow the instructions given by the Agent; provided that the Trustee or Bank, as applicable, shall promptly provide notification to the Servicer or the Borrower of such conflicting instructions; provided , further , that any such failure on the part of the Trustee to deliver such notice shall not render such action by the Trustee invalid.

SECTION 2.06 Borrowing Base Deficiency Payments .

(a) In addition to any other obligation of the Borrower to cure any Borrowing Base Deficiency pursuant to the terms of this Agreement, if, on any day prior to the Collection Date, any Borrowing Base Deficiency exists, then the Borrower shall, within five Business Days from the date of such Borrowing Base Deficiency, eliminate such Borrowing Base Deficiency in its entirety by effecting one or more of the following actions in order to eliminate such Borrowing Base Deficiency as of such date of determination: (i) deposit cash in United States dollars into the Principal Collection Account, (ii) repay Advances (together with any Breakage Fees and all accrued and unpaid costs and expenses of the Agent and Note Purchaser, in each case in respect of the amount so prepaid), and/or (iii) subject to the approval of the Agent, in its sole discretion (and the Agent shall use reasonable efforts to give such approval in a timely fashion), Pledge additional Eligible Loan Assets.

(b) No later than 2:00 p.m. on the Business Day prior to the proposed repayment of Advances or Pledge of additional Eligible Loan Assets pursuant to Section 2.06(a) ,

the Borrower (or the Servicer on its behalf) shall deliver (i) to the Agent (with a copy to the Trustee and the Collateral Custodian), notice of such repayment or Pledge and a duly completed Borrowing Base Certificate, updated to the date such repayment or Pledge is being made and giving pro forma effect to such repayment or Pledge, and (ii) to the Agent, if applicable, a description of any Eligible Loan Asset and each Obligor of such Eligible Loan Asset to be Pledged and added to the updated Loan Asset Schedule. Any notice pertaining to any repayment or any Pledge pursuant to this Section 2.06 shall be irrevocable.

SECTION 2.07 Substitution and Sale of Loan Assets; Affiliate Transactions .

(a) Substitutions . The Borrower may, with the consent of the Agent in its sole discretion, replace any Loan Asset as a Loan Asset so long as (i) no event has occurred, or would result from such substitution, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such substitution, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency; provided that the Borrower may effect a substitution as necessary to facilitate a cure of a Borrowing Base Deficiency (and any Unmatured Event of Default arising therefrom) so long as immediately after giving effect to such substitution and any other sale or transfer substantially contemporaneous therewith, such Borrowing Base Deficiency shall be cured or closer to being cured and (ii) simultaneously therewith, the Borrower Pledges (in accordance with all of the terms and provisions contained herein) a Substitute Eligible Loan Asset.

(b) Discretionary Sales . The Borrower shall be permitted to sell Loan Assets to Persons other than the Transferor or its Affiliates from time to time; provided that (i) the proceeds of such sale shall be deposited into the Collection Account to be disbursed in accordance with Section 2.04 hereof, (ii) no event has occurred, or would result from such sale, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such sale, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency; provided that the Borrower may sell Loan Assets as necessary to facilitate a cure of a Borrowing Base Deficiency (and any Unmatured Event of Default arising therefrom) so long as the Agent shall approve of such sale and, immediately after giving effect to such sale and any other substitution or transfer substantially contemporaneous therewith, the Borrowing Base Deficiency shall be cured or closer to being cured and (iii) the prior written consent of the Agent shall be required if such Loan Asset is sold for an amount which is less than the Adjusted Borrowing Value.

(c) Optional Sales . On any Optional Sale Date the Borrower shall have the right to prepay all or a portion of the Advances Outstanding in connection with the sale and assignment by the Borrower of all or a portion of the Loan Assets, as the case may be in connection with a Permitted Securitization or a Permitted Refinancing (each, an “ Optional Sale ”), subject to the following terms and conditions:

(i) The Borrower shall have given the Agent (with a copy to the Trustee and the Collateral Custodian) at least 45 days’ prior written notice of its intent to effect an Optional Sale in connection with a Permitted Securitization or a Permitted Refinancing, and the Agent shall have delivered to the Borrower its prior written consent (in its sole discretion) to such Optional Sale, unless such 45 days’ notice requirement is

waived or reduced by the Agent; provided that no such consent will be required for any Optional Sale of any Loan Asset at a price equal to or greater than the Adjusted Borrowing Value of such Loan Asset as of the date of the Optional Sale to the extent that the aggregate Outstanding Balance of all Loan Assets sold pursuant to this proviso (taking into account the proposed sale) during the 12-month period immediately preceding and including the proposed date of such sale does not exceed 15% of the highest aggregate Outstanding Balance of any month during such 12-month period;

(ii) Unless an Optional Sale is to be effected on a Payment Date (in which case the relevant calculations with respect to such Optional Sale shall be reflected on the applicable Servicing Report), the Servicer shall deliver to the Agent (with a copy to the Trustee and the Collateral Custodian) a certificate and evidence to the reasonable satisfaction of the Agent (which evidence may consist solely of a certificate from the Servicer) that the Borrower shall have sufficient funds on the related Optional Sale Date to effect the contemplated Optional Sale in accordance with this Agreement. In effecting an Optional Sale, the Borrower may use the Proceeds of sales of the Loan Assets to repay all or a portion of the Obligations;

(iii) no Event of Default has occurred, or would result from such Optional Sale, and no Unmatured Event of Default or Borrowing Base Deficiency exists or would result from such Optional Sale; and

(iv) on the related Optional Sale Date, the Borrower shall have deposited into the Collection Account, in immediately available funds, the proceeds of such Optional Sale, which shall at least equal the aggregate Adjusted Borrowing Value of the Loan Assets being sold.

(d) Lien Release Dividend . Notwithstanding any provision contained in this Agreement to the contrary, provided no Event of Default has occurred and no Unmatured Event of Default exists, on a Lien Release Dividend Date, the Borrower may dividend to the Equityholder and the Equityholder may dividend to the Transferor a portion of those Loan Assets that were sold by the Transferor to the Equityholder and by the Equityholder to the Borrower, or portions thereof (each, a “ Lien Release Dividend ”), subject to the following terms and conditions, as certified by the Borrower and the Transferor to the Agent (with a copy to the Trustee and the Collateral Custodian):

(i) The Borrower and the Transferor shall have given the Agent, with a copy to the Trustee and the Collateral Custodian, at least five Business Days prior written notice requesting that the Note Purchaser consent to the effectuation of a Lien Release Dividend, in the form of Exhibit J hereto (a “ Notice and Request for Consent ”), which consent shall be given in the sole and absolute discretion of the Note Purchaser; provided that, if the Note Purchaser shall not have responded to the Notice and Request for Consent by 11:00 a.m. on the day that is one Business Day prior to the proposed Lien Release Dividend Date, the Note Purchaser shall be deemed not to have given its consent;

(ii) On any Lien Release Dividend Date, no more than four Lien Release Dividends shall have been made during the 12-month period immediately preceding the proposed Lien Release Dividend Date;

(iii) After giving effect to the Lien Release Dividend on the Lien Release Dividend Date, (A) no Borrowing Base Deficiency, Event of Default or Unmatured Event of Default shall exist, (B) the representations and warranties contained in Sections 4.01 and 4.02 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (C) the eligibility of any Loan Asset remaining as part of the Collateral Portfolio after the Lien Release Dividend will be redetermined as of the Lien Release Dividend Date, (D) no claim shall have been asserted or proceeding commenced challenging the enforceability or validity of any of the Required Loan Documents and (E) there shall have been no material adverse change as to the Servicer or the Borrower;

(iv) Such Lien Release Dividend must be in compliance with Applicable Law and may not (A) be made with the intent to hinder, delay or defraud any creditor of the Borrower or (B) leave the Borrower, immediately after giving effect to the Lien Release Dividend, (x) insolvent, (y) with insufficient funds to pay its obligations as and when they become due or (z) with inadequate capital for its present and anticipated business and transactions;

(v) On or prior to the Lien Release Dividend Date, the Borrower shall have (A) delivered to the Agent, with a copy to the Trustee and the Collateral Custodian, a list specifying all Loan Assets or portions thereof to be transferred pursuant to such Lien Release Dividend and the Agent shall have approved same in its sole discretion and (B) obtained all authorizations, consents and approvals required to effectuate the Lien Release Dividend;

(vi) A portion of a Loan Asset may be transferred pursuant to a Lien Release Dividend provided that (A) such transfer does not have an adverse effect on the portion of such Loan Asset remaining as a part of the Collateral Portfolio, any other aspect of the Collateral Portfolio, the Note Purchaser, the Agent or any other Secured Party and (B) a new promissory note (other than with respect to a Noteless Loan Asset) for the portion of the Loan Asset remaining as a part of the Collateral Portfolio has been executed, and the original thereof has been endorsed to the Trustee and delivered to the Collateral Custodian;

(vii) Each Loan Asset, or portion thereof, as applicable, shall be transferred at a value equal to the Outstanding Balance thereof, exclusive of any accrued and unpaid interest or Accreted Interest thereon;

(viii) The Borrower shall deliver a Borrowing Base Certificate (including a calculation of the Borrowing Base after giving effect to such Lien Release Dividend) to the Agent; and

(ix) The Borrower shall have paid in full an aggregate amount equal to the sum of all amounts due and owing to the Agent, the Note Purchaser, the Trustee or the Collateral Custodian, as applicable, under this Agreement and the other Transaction Documents, to the extent accrued to such date (including, without limitation, Breakage Fees) with respect to the Loan Assets to be transferred pursuant to such Lien Release Dividend and incurred in connection with the transfer of such Loan Assets pursuant to such Lien Release Dividend; and

(x) The Borrower and the Servicer (on behalf of the Borrower) shall pay the reasonable legal fees and expenses of the Agent, the Note Purchaser, the Trustee and the Collateral Custodian in connection with any Lien Release Dividend (including, but not limited to, expenses incurred in connection with the release of the Lien of the Trustee, on behalf of the Secured Parties, and any other party having an interest in the Loan Assets in connection with such Lien Release Dividend).

(e) Repurchase or Substitution of Warranty Loan Assets . If on any day a Loan Asset is (or becomes) a Warranty Loan Asset, no later than 10 Business Days following the earlier of knowledge by the Borrower of such Loan Asset becoming a Warranty Loan Asset or receipt by the Borrower from the Agent or the Servicer of written notice thereof, the Borrower shall either:

(i) make a deposit to the Collection Account (for allocation pursuant to Section 2.04 ) in immediately available funds in an amount equal to the Advance Date Assigned Value multiplied by the principal balance of such Loan Asset (exclusive of Accreted Interest), any expenses or fees with respect to such Loan Asset and costs and damages incurred by the Agent or by any Note Purchaser in connection with any violation by such Loan Asset of any predatory or abusive lending law which is an Applicable Law (a notification regarding the amount of such expenses or fees to be provided by the Agent to the Borrower); provided that the Agent shall have the right to determine whether the amount so deposited is sufficient to satisfy the foregoing requirements; or

(ii) with the prior written consent of the Agent, in its sole discretion, substitute for such Warranty Loan Asset a Substitute Eligible Loan Asset.

Upon confirmation of the deposit of the amounts set forth in Section 2.07(e)(i) into the Collection Account or the delivery by the Borrower of a Substitute Eligible Loan Asset for each Warranty Loan Asset (the date of such confirmation or delivery, the “ Release Date ”), such Warranty Loan Asset and related Portfolio Assets shall be removed from the Collateral Portfolio and, as applicable, the Substitute Eligible Loan Asset and related Portfolio Assets shall be included in the Collateral Portfolio. On the Release Date of each Warranty Loan Asset, the Trustee, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release to the Borrower, without recourse, representation or warranty, all the right, title and interest and any Lien of the Trustee, for the benefit of the Secured Parties in, to and under the Warranty Loan Asset and any related Portfolio Assets and all future monies due or to become due with respect thereto.

(f) Conditions to Sales, Substitutions and Repurchases . Any sales, substitutions or repurchases effected pursuant to Sections 2.07(a) , (b) , (c) or (e) shall be subject to the satisfaction of the following conditions (as certified in writing to the Agent and Trustee by the Borrower):

(i) the Borrower shall deliver a Borrowing Base Certificate to the Agent in connection with such sale, substitution or repurchase;

(ii) the Borrower shall deliver a list of all Loan Assets to be sold, substituted, repurchased;