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  Exhibit 10.6    
    


 TRADEMARK LICENSE AGREEMENT  


        This TRADEMARK LICENSE AGREEMENT (this "Agreement") is made and effective as of            , 2012 (the "Effective Date")
between
Ares Management LLC (the "Licensor"), and Ares Commercial Real Estate Corporation, a corporation organized under the laws of the State of Maryland (the "Corporation") (each a "party," and
collectively, the "parties"). 


 RECITALS  


        WHEREAS, to its knowledge Licensor is the owner of the trade name "ARES" (the "Licensed Mark") in the United States of America (the
"Territory"). 


        WHEREAS,
the Corporation is a newly organized specialty finance company that intends to qualify as a real estate investment trust for federal income tax purposes and will elect to
receive the tax benefits afforded by Sections 856 through 860 of the Internal Revenue Code of 1986, as amended; 



        WHEREAS,
pursuant to the Management Agreement dated as of            , 2012, between Ares Commercial Real Estate Management LLC, a subsidiary of Licensor (the "Manager"), and
the Corporation (the "Management Agreement"), the Corporation has engaged the Manager to act as the manager to the Corporation; and 


        WHEREAS,
the Corporation desires to use the Licensed Mark in connection with the operation of its business, and Licensor is willing to permit the Corporation to use the Licensed Mark,
subject to the terms and conditions of this Agreement. 


        NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows: 


 ARTICLE 1



LICENSE GRANT  


        1.1    License.    Subject to the terms and conditions of this Agreement, Licensor hereby grants to the Corporation,
and the Corporation hereby accepts from Licensor, a personal, non-exclusive, non-transferable, royalty-free right and license to use the Licensed Mark solely and
exclusively as an element of the Corporation's own company name and in connection with the business of the Corporation of making investments. Except as provided above, neither the Corporation nor any
affiliate, owner, director, officer, employee, or agent thereof shall otherwise use the Licensed Mark or any derivative thereof without the prior express written consent of Licensor in its sole and
absolute discretion. All rights not expressly granted to the Corporation hereunder shall remain the exclusive property of Licensor. The Corporation shall not have a right to sublicense the Licensed
Mark except to a wholly owned subsidiary and any sublicense shall terminate if such entity ceases to be a wholly owned subsidiary. The Corporation shall be responsible for any such sublicensee's
compliance with the terms and conditions of this Agreement. 


        1.2    Licensor's Use.    Nothing in this Agreement shall preclude Licensor, its affiliates, or any of their
respective successors or assigns from using or permitting other entities to use the Licensed Mark whether or not such entity directly or indirectly competes or conflicts with the Corporation's
business in any manner. 


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 ARTICLE 2



OWNERSHIP  


        2.1    Ownership.    The Corporation acknowledges and agrees that Licensor is the owner of all right, title, and
interest in and to the Licensed Mark, and all such right, title, and interest shall remain with the Licensor. The Corporation shall not otherwise contest, dispute, or challenge Licensor's right,
title, and interest in and to the Licensed Mark during the term of this Agreement or anytime thereafter. 


        2.2    Goodwill.    All goodwill and reputation generated by the Corporation's use of the Licensed Mark shall inure to
the benefit of Licensor, and ownership of such goodwill shall rest in Licensor, and is otherwise hereby assigned by the Corporation, without need for any other action by any party. The Corporation
shall not by any act or omission use the Licensed Mark in any manner that disparages or reflects adversely on Licensor or its business or reputation. Except as expressly provided herein, neither party
may use any trademark or service mark of the other party without that party's prior written consent, which consent shall be given in that party's sole discretion. 


 ARTICLE 3



COMPLIANCE  


        3.1    Quality Control.    In order to preserve the inherent value of the Licensed Mark, the Corporation agrees to use
the Licensed Mark in a manner that maintains the quality of the Corporation's business and the operation thereof equal to the standards prevailing in the operation of Licensor's business. The
Corporation further agrees to use the Licensed Mark in accordance with quality standards established by Licensor. At Licensor's request, the Corporation will provide Licensor with samples of the
Corporation's or any sublicensee's use of the Licensed Mark and, if Licensor determines that such use does not conform to such standards, Licensor will make such change as shall be requested by
Licensor within 30 days of written notice from Licensor. 


        3.2    Compliance With Laws.    The Corporation agrees that the business operated by it in connection with the
Licensed Mark shall comply with all laws, rules, regulations and requirements of any governmental body in the Territory or elsewhere as may be applicable to the operation, advertising and promotion of
the business, and shall notify Licensor of any action that must be taken by the Corporation to comply with such law, rules, regulations or requirements. 


        3.3    Notification of Infringement.    Each party shall promptly notify the other party and provide to the other
party all relevant background facts upon becoming aware of (i) any registrations of, or applications for registration of, marks in the Territory that do or may conflict with any Licensed Mark,
and (ii) any infringements, imitations, or illegal use or misuse of the Licensed Mark in the Territory. 


 ARTICLE 4



REPRESENTATIONS AND WARRANTIES  


        4.1    Mutual Representations.    Each party hereby represents and warrants to the other party as follows: 



        (a)    Due Authorization.    Such party is an entity duly formed and in good standing as of the Effective Date, and
the execution, delivery and performance of this Agreement by such party have been duly authorized by all necessary action on the part of such party. 



        (b)    Due Execution.    This Agreement has been duly executed and delivered by such party and, with due
authorization, execution and delivery by the other party, constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms. 



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        (c)    No Conflict.    Such party's execution, delivery and performance of this Agreement do not: (i) violate,
conflict with or result in the breach of any provision of the charter, by-laws or limited liability company agreement (or similar organizational documents) of such party;
(ii) conflict with or violate any law or governmental order applicable to such party or any of its assets, properties or businesses; or (iii) conflict with, result in any breach of,
constitute a default (or event which with the
giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or
cancellation of any contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which it is a party. 




        4.2   Licensor
makes no representation or warranty to the Corporation with respect to Licensor's right to use and/or license the Licensed Mark. 


 ARTICLE 5



TERM AND TERMINATION  


        5.1    Term.    This Agreement shall expire (i) upon expiration or termination of the Management Agreement;
(ii) if Manager ceases to serve as manager to the Corporation; or (iii) by Licensor or the Corporation upon 180 days' written notice to the other party. 


        5.2    Termination for the Corporation's Breach.    If the Corporation breaches this Agreement and fails to cure such
breach within 30 days following receipt of written notice from Licensor of such breach, Licensor shall have the right, upon written notice to the Corporation, to immediately terminate this
Agreement. 


        5.3    Upon Termination.    Upon expiration or termination of this Agreement, all rights granted to the Corporation
under this Agreement or to any sublicensee any sublicensee with respect to the Licensed Mark shall cease, and the Corporation and any sublicensees shall immediately discontinue use of the Licensed
Mark. For one year following termination of this Agreement, the Corporation and any sublicensee shall specify on all public-facing materials in a prominent place and in prominent typeface that the
Corporation (and any such sublicense) is no longer operating under the Licensed Mark and is no longer associated with Licensor. 


 ARTICLE 6



MISCELLANEOUS  


        6.1    Assignment.    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Neither party may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of
the other party. Any purported assignment in violation of this provision shall be void. No assignment by either party permitted hereunder shall relieve the applicable party of its obligations under
this Agreement. Any assignment by either party in accordance with the terms of this Agreement shall be pursuant to a written assignment agreement in which the assignee expressly assumes the assigning
party's rights and obligations hereunder. 


        6.2    Independent Contractor.    Except as expressly provided or authorized in the Management Agreement, neither
party shall have, or shall represent that it has, any power, right or authority to bind the other party to any obligation or liability, or to assume or create any obligation or liability on behalf of
the other party. 


        6.3    Notices.    All notices, requests, claims, demands and other communications hereunder shall be in writing and
shall be given or made (and shall be deemed to have been duly given or made upon 


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receipt)
by delivery in person, by overnight courier service (with signature required), by facsimile, or by registered or certified mail (postage prepaid, return receipt requested) to the respective
parties at their respective principal executive office addresses. 



        6.4    Governing Law.    This Agreement shall be governed by, and construed in accordance with, the laws of the State
of New York, including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law and New York Civil Practice Laws and Rules 327(b).
The parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in the State of New York and waive any objection with respect thereto, for the purpose of any
action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. 



        6.5    Amendment.    This Agreement may not be amended or modified except by an instrument in writing signed by all
parties hereto. 


        6.6    No Waiver.    The failure of either party to enforce at any time for any period the provisions of or any rights
deriving from this Agreement shall not be construed to be a waiver of such provisions or rights or the right of such party thereafter to enforce such provisions, and no waiver shall be binding unless
executed in writing by all parties hereto. 


        6.7    Severability.    If any term or other provision of this Agreement is invalid, illegal or incapable of being
enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions
contemplated hereby are consummated as originally contemplated to the greatest extent possible. 


        6.8    Headings.    The descriptive headings contained in this Agreement are for convenience of reference only and
shall not affect in any way the meaning or interpretation of this Agreement. 


        6.9    Counterparts.    This Agreement may be executed in one or more counterparts, each of which when executed shall
be deemed to be an original instrument and all of which taken together shall constitute one and the same agreement. 


        6.10    Entire Agreement.    This Agreement constitutes the entire agreement of the parties with respect to the
subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between the parties with respect to such subject matter. 



        6.11    Third Party Beneficiaries.    Nothing in this Agreement, either express or implied, is intended to or shall
confer upon any third party any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 


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        IN
WITNESS WHEREOF, each party has caused this Agreement to be executed as of the Effective Date by its duly authorized officer. 

 






							
	 	 	LICENSOR:
	 	 	 	 	 	 	 
	 	 	ARES MANAGEMENT LLC
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	By:	 	







 
	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	CORPORATION:
	 	 	 	 	 	 	 
	 	 	ARES COMMERCIAL REAL ESTATE

CORPORATION
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	By:	 	







 
	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 




 

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Exhibit 10.6