July 2, 2010

Ares/Allied – Section 7.3(a)

(a)  Representations and Warranties .  (i) The representations and warranties of Parent and Merger Sub set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time, without…

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July 2, 2010

Ares/Allied – Section 7.2(a)

(a)  Representations and Warranties .  (i) The representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time, without regard to…

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July 2, 2010

Ares/Allied – Section 6.7c

(c)  If on or after the date of this Agreement and at any time prior to the Company Stockholders Meeting, (i) the Company receives a bona fide unsolicited Takeover Proposal (under circumstances in which the Company has complied in all material respects with the provisions of Sections 6.7(a) and (b));…

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July 2, 2010

Ares/Allied – Section 6.7

6.7  No Solicitation.  (a)  The Company shall, and shall cause its Affiliates, Consolidated Subsidiaries, and its and each of their respective officers, directors, trustees, managers, employees, consultants, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “ Representatives ”) to, immediately cease and cause to be…

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July 2, 2010

Ares/Allied – Section 6.6b

(b)  The Company shall advise Parent in writing of any request for information or any Takeover Proposal and the terms and conditions of such request, Takeover Proposal or inquiry (including the identity of the Person (or group of Persons) making such request, Takeover Proposal or inquiry) and the Company shall…

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July 2, 2010

Ares/Allied – Sections 4.9 and 4.22

4.9  Compliance with Applicable Law . (a)  Parent and each of its Consolidated Subsidiaries is in compliance, and has been operated since January 1, 2008, in all material respects, with all applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Investment Advisers Act,…

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July 2, 2010

Ares/Allied – Sections 3.9 and 3.25

3.9  Compliance with Applicable Law .  (a)  The Company and each of its Consolidated Subsidiaries is in compliance, and has been operated since January 1, 2008, in all material respects, with all applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Investment…

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July 2, 2010

Ares/Allied -Article IV

ARTICLE IV   REPRESENTATIONS AND WARRANTIES OF PARENT   No representation or warranty of Parent contained in this Article IV (other than the representations and warranties contained in Sections 4.1(a) (first and last sentence), 4.3(a) and 4.3(b)(i), which shall be true and correct in all material respects,…

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July 2, 2010

Ares/allied – Article III

ARTICLE III  REPRESENTATIONS AND WARRANTIES OF THE COMPANY No representation or warranty of the Company contained in this Article III (other than the representations and warranties contained in Sections 3.1(a)  (first and last sentence), 3.3(a)  and 3.3(b)(i) , which shall be…

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June 8, 2010

Contact Us

For more information about IM DealsSM or Seward & Kissel LLP, please contact Jim Abbott (abbottj@xlo3.wpengine.com; 212-574-1226) or Craig Sklar (sklar@xlo3.wpengine.com; 212-574-1386).

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