Exhibit
10.4


INDENTURE


by and between


ARCC COMMERCIAL
LOAN TRUST 2006,

as the Issuer,


and


U.S. BANK NATIONAL
ASSOCIATION,

as the Trustee


Dated as of July
7, 2006


ARCC Commercial Loan
Trust 2006 Notes, Series 2006-1

Class A-1A, Class A-1A VFN, Class A-1B, Class A-2A,

Class A-2B, Class B, Class C, Class D, and Class E Notes


 















 


TABLE OF
CONTENTS


	
  

  	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
   

  	
  Definitions

  	
  2

  
	
  Section 1.02.

  	
   

  	
  Rules of Construction

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  THE NOTES

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
   

  	
  Form

  	
  11

  
	
  Section 2.02.

  	
   

  	
  Execution, Authentication and Delivery

  	
  12

  
	
  Section 2.03.

  	
   

  	
  Opinions of Counsel

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  COVENANTS

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
   

  	
  Collection of Payments on Loans; Transaction
  Accounts and Class A-1A VFN Accounts

  	
  13

  
	
  Section 3.02.

  	
   

  	
  Maintenance of Office or Agency

  	
  13

  
	
  Section 3.03.

  	
   

  	
  Money for Payments To Be Held in Trust; Paying Agent

  	
  14

  
	
  Section 3.04.

  	
   

  	
  Existence; Separate Legal Existence

  	
  15

  
	
  Section 3.05.

  	
   

  	
  Payment of Principal and Interest

  	
  16

  
	
  Section 3.06.

  	
   

  	
  Protection of Indenture Collateral

  	
  16

  
	
  Section 3.07.

  	
   

  	
  Opinions as to Indenture Collateral

  	
  18

  
	
  Section 3.08.

  	
   

  	
  Furnishing of Rule 144A Information

  	
  18

  
	
  Section 3.09.

  	
   

  	
  Performance of Obligations; Sale and Servicing
  Agreement

  	
  19

  
	
  Section 3.10.

  	
   

  	
  Negative Covenants

  	
  19

  
	
  Section 3.11.

  	
   

  	
  Annual Statement as to Compliance

  	
  21

  
	
  Section 3.12.

  	
   

  	
  [Reserved]

  	
  21

  
	
  Section 3.13.

  	
   

  	
  Representations and Warranties Concerning the Loans

  	
  21

  
	
  Section 3.14.

  	
   

  	
  Trustee’s Review of Loan Files

  	
  21

  
	
  Section 3.15.

  	
   

  	
  Indenture Collateral; Related Documents

  	
  21

  
	
  Section 3.16.

  	
   

  	
  Amendments to Sale and Servicing Agreement

  	
  22

  
	
  Section 3.17.

  	
   

  	
  [Reserved]

  	
  22

  
	
  Section 3.18.

  	
   

  	
  Investment Company Act

  	
  22

  
	
  Section 3.19.

  	
   

  	
  Issuer May Consolidate, etc., Only on Certain Terms

  	
  22

  
	
  Section 3.20.

  	
   

  	
  Successor or Transferee

  	
  24

  
	
  Section 3.21.

  	
   

  	
  No Other Business

  	
  24

  
	
  Section 3.22.

  	
   

  	
  No Borrowing; Use of Proceeds

  	
  24

  
	
  Section 3.23.

  	
   

  	
  Guarantees, Loans, Advances and Other Liabilities

  	
  24

  
	
  Section 3.24.

  	
   

  	
  Capital Expenditures

  	
  25

  
	
  Section 3.25.

  	
   

  	
  Representations and Warranties of the Issuer

  	
  25

  
	
  Section 3.26.

  	
   

  	
  Restricted Payments

  	
  27

  
	
  Section 3.27.

  	
   

  	
  Notice of Events of Default, Amendments and Waivers

  	
  27

  
	
  Section 3.28.

  	
   

  	
  Further Instruments and Acts

  	
  28

  
	
  Section 3.29.

  	
   

  	
  Statements to Noteholders

  	
  28

  
	
  Section 3.30.

  	
   

  	
  Grant of Additional Loans and Substitute Loans

  	
  28

  




 i
 






 



 


	
  Section 3.31.

  	
   

  	
  Determination of LIBOR; Note Interest Rate; Interest
  Distributable

  	
  28

  
	
  Section 3.32.

  	
   

  	
  Reserved

  	
  29

  
	
  Section 3.33.

  	
   

  	
  Reserved

  	
  29

  
	
  Section 3.34.

  	
   

  	
  Maintenance of Listing

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  THE NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
   

  	
  The Notes

  	
  29

  
	
  Section 4.02.

  	
   

  	
  Registration of Transfer and Exchange of Notes

  	
  29

  
	
  Section 4.03.

  	
   

  	
  Mutilated, Destroyed, Lost or Stolen Notes

  	
  40

  
	
  Section 4.04.

  	
   

  	
  Payment of Principal and Interest and Class A-1A VFN
  Commitment Fee; Defaulted Interest

  	
  41

  
	
  Section 4.05.

  	
   

  	
  Tax Treatment

  	
  42

  
	
  Section 4.06.

  	
   

  	
  Satisfaction and Discharge of Indenture

  	
  43

  
	
  Section 4.07.

  	
   

  	
  Application of Trust Money

  	
  44

  
	
  Section 4.08.

  	
   

  	
  Repayment of Moneys Held by Paying Agent

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  REMEDIES

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
   

  	
  Events of Default

  	
  45

  
	
  Section 5.02.

  	
   

  	
  Acceleration of Maturity; Rescission and Annulment

  	
  47

  
	
  Section 5.03.

  	
   

  	
  Collection of Indebtedness and Suits for Enforcement
  by Trustee

  	
  47

  
	
  Section 5.04.

  	
   

  	
  Remedies; Priorities

  	
  50

  
	
  Section 5.05.

  	
   

  	
  Reserved

  	
  51

  
	
  Section 5.06.

  	
   

  	
  Limitation of Suits

  	
  51

  
	
  Section 5.07.

  	
   

  	
  Unconditional Rights of Noteholders To Receive
  Principal, Interest, and Class A-1A VFN Commitment Fee

  	
  52

  
	
  Section 5.08.

  	
   

  	
  Restoration of Rights and Remedies

  	
  52

  
	
  Section 5.09.

  	
   

  	
  Rights and Remedies Cumulative

  	
  52

  
	
  Section 5.10.

  	
   

  	
  Delay or Omission Not a Waiver

  	
  52

  
	
  Section 5.11.

  	
   

  	
  Control by Noteholders

  	
  52

  
	
  Section 5.12.

  	
   

  	
  Waiver of Past Defaults

  	
  53

  
	
  Section 5.13.

  	
   

  	
  Undertaking for Costs

  	
  53

  
	
  Section 5.14.

  	
   

  	
  Waiver of Stay or Extension Laws

  	
  53

  
	
  Section 5.15.

  	
   

  	
  Sale of Indenture Collateral

  	
  54

  
	
  Section 5.16.

  	
   

  	
  Action on Notes

  	
  55

  
	
  Section 5.17.

  	
   

  	
  Performance and Enforcement of Certain Obligations

  	
  55

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  THE TRUSTEE

  	
  56

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
   

  	
  Duties of Trustee

  	
  56

  
	
  Section 6.02.

  	
   

  	
  Rights of Trustee

  	
  57

  



 



 ii
 






 



 


	
  Section 6.03.

  	
   

  	
  Individual Rights of Trustee

  	
  58

  
	
  Section 6.04.

  	
   

  	
  Trustee’s Disclaimer

  	
  59

  
	
  Section 6.05.

  	
   

  	
  Notice of Event of Default

  	
  59

  
	
  Section 6.06.

  	
   

  	
  Reports by Trustee to Holders

  	
  59

  
	
  Section 6.07.

  	
   

  	
  Compensation and Indemnity

  	
  59

  
	
  Section 6.08.

  	
   

  	
  Replacement of Trustee

  	
  61

  
	
  Section 6.09.

  	
   

  	
  Successor Trustee by Merger

  	
  62

  
	
  Section 6.10.

  	
   

  	
  Appointment of Co-Trustee or Separate Trustee

  	
  62

  
	
  Section 6.11.

  	
   

  	
  Eligibility; Disqualification

  	
  63

  
	
  Section 6.12.

  	
   

  	
  Representations, Warranties and Covenants of the
  Trustee

  	
  64

  
	
  Section 6.13.

  	
   

  	
  Directions to Trustee

  	
  65

  
	
  Section 6.14.

  	
   

  	
  Conflicts

  	
  65

  
	
  Section 6.15.

  	
   

  	
  Account Property

  	
  66

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  NOTEHOLDERS’ LISTS AND REPORTS

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
   

  	
  Issuer To Furnish Trustee Names and Addresses of

  	
   

  
	
   

  	
   

  	
  Noteholders

  	
  67

  
	
  Section 7.02.

  	
   

  	
  Preservation of Information; Communications to
  Noteholders

  	
  67

  
	
  Section 7.03.

  	
   

  	
  Fiscal Year

  	
  68

  
	
  Section 7.04.

  	
   

  	
  Reports to Irish Stock Exchange, Etc

  	
  68

  
	
  Section 7.05.

  	
   

  	
  Reports to S&P

  	
  68

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  TRANSACTION ACCOUNTS, DISBURSEMENTS AND RELEASES

  	
  68

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
   

  	
  Collection of Money

  	
  68

  
	
  Section 8.02.

  	
   

  	
  Transaction Accounts

  	
  68

  
	
  Section 8.03.

  	
   

  	
  Officer’s Certificate

  	
  69

  
	
  Section 8.04.

  	
   

  	
  Termination Upon Distribution to Noteholders

  	
  69

  
	
  Section 8.05.

  	
   

  	
  Release of Indenture Collateral

  	
  69

  
	
  Section 8.06.

  	
   

  	
  Surrender of Notes Upon Final Payment

  	
  70

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  SUPPLEMENTAL INDENTURES

  	
  70

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.01.

  	
   

  	
  Supplemental Indentures Without Consent of
  Noteholders

  	
  70

  
	
  Section 9.02.

  	
   

  	
  Supplemental Indentures With Consent of Noteholders

  	
  72

  
	
  Section 9.03.

  	
   

  	
  Execution of Supplemental Indentures

  	
  74

  
	
  Section 9.04.

  	
   

  	
  Effect of Supplemental Indenture

  	
  74

  
	
  Section 9.05.

  	
   

  	
  Reference in Notes to Supplemental Indentures

  	
  74

  
	
  Section 9.06.

  	
   

  	
  Consent of the Servicer and the Backup Servicer

  	
  74

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  OPTIONAL REPURCHASE AND REFINANCING OF NOTES; CLASS
  A-1A VFN NOTE MECHANICS

  	
  75

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
   

  	
  Optional Repurchase

  	
  75

  



 



 iii
 






 



 


	
  Section 10.02.

  	
   

  	
  Notes Payable on Repurchase Date

  	
  75

  
	
  Section 10.03.

  	
   

  	
  Optional Refinancing

  	
  76

  
	
  Section 10.04.

  	
   

  	
  Form of Refinancing Notice by the Issuer

  	
  76

  
	
  Section 10.05.

  	
   

  	
  Form of Repurchase or Refinancing Notice by the
  Trustee

  	
  77

  
	
  Section 10.06.

  	
   

  	
  Draws and Repayments of Class A-1A VFN Notes

  	
  77

  
	
  Section 10.07.

  	
   

  	
  Class A-1A VFN Noteholder Rating Criteria

  	
  78

  
	
  Section 10.08.

  	
   

  	
  Class A-1A VFN Holder Collateral Account

  	
  79

  
	
  Section 10.09.

  	
   

  	
  Class A-1A VFN Funding Account

  	
  81

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  MISCELLANEOUS

  	
  82

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
   

  	
  Confidentiality

  	
  82

  
	
  Section 11.02.

  	
   

  	
  Form of Documents Delivered to Trustee

  	
  83

  
	
  Section 11.03.

  	
   

  	
  Acts of Noteholders

  	
  84

  
	
  Section 11.04.

  	
   

  	
  Notices, etc., to Trustee and Others

  	
  84

  
	
  Section 11.05.

  	
   

  	
  Notices to Noteholders; Waiver

  	
  86

  
	
  Section 11.06.

  	
   

  	
  Alternate Payment and Notice Provisions

  	
  86

  
	
  Section 11.07.

  	
   

  	
  Effect of Headings

  	
  87

  
	
  Section 11.08.

  	
   

  	
  Successors and Assigns

  	
  87

  
	
  Section 11.09.

  	
   

  	
  Severability

  	
  87

  
	
  Section 11.10.

  	
   

  	
  Benefits of Indenture

  	
  87

  
	
  Section 11.11.

  	
   

  	
  Legal Holidays

  	
  87

  
	
  Section 11.12.

  	
   

  	
  GOVERNING LAW

  	
  87

  
	
  Section 11.13.

  	
   

  	
  Counterparts

  	
  88

  
	
  Section 11.14.

  	
   

  	
  Issuer Obligation

  	
  88

  
	
  Section 11.15.

  	
   

  	
  No Petition; Limited Recourse

  	
  88

  
	
  Section 11.16.

  	
   

  	
  Inspection; Confidentiality

  	
  89

  
	
  Section 11.17.

  	
   

  	
  Limitation of Liability

  	
  89

  
	
  Section 11.18.

  	
   

  	
  Disclaimer and Subordination

  	
  90

  




 iv
 






 



EXHIBITS


	
  Exhibit A–1

  	
  —

  	
  Form of Class A-1A Note

  
	
  Exhibit A–2

  	
  —

  	
  Form of Class A-1A VFN Note

  
	
  Exhibit A–3

  	
  —

  	
  Form of Class A-1B Note

  
	
  Exhibit A–4

  	
  —

  	
  Form of Class A-2A Note

  
	
  Exhibit A–5

  	
  —

  	
  Form of Class A-2B Note

  
	
  Exhibit A–6

  	
  —

  	
  Form of Class B Note

  
	
  Exhibit A–7

  	
  —

  	
  Form of Class C Note

  
	
  Exhibit A–8

  	
  —

  	
  Form of Class D Note

  
	
  Exhibit A–9

  	
  —

  	
  Form of Class E Note

  
	
  Exhibit B

  	
  —

  	
  List of Loans

  
	
  Exhibit C

  	
  —

  	
  Form of Wiring Instructions

  
	
  Exhibit D–1

  	
  —

  	
  Form of Transferee Letter [Non-Rule 144A]

  
	
  Exhibit D–2

  	
  —

  	
  Form of Rule 144A Certification

  
	
  Exhibit E

  	
  —

  	
  Form of Transfer Certificate for Rule 144A Global
  Note to Regulation S Global Note during Distribution Compliance Period

  
	
  Exhibit F

  	
  —

  	
  Form of Transfer Certificate for Rule 144A Global
  Note to Regulation S Global Note after Distribution Compliance Period

  
	
  Exhibit G

  	
  —

  	
  Form of Transfer Certificate for Regulation S Global
  Note to Rule 144A Global Note during Distribution Compliance Period

  
	
  Exhibit H

  	
  —

  	
  Form of Transfer Certificate for Regulation S Global
  Note during Distribution Compliance Period

  



 



 v















INDENTURE


THIS
INDENTURE, dated as of July 7, 2006 (as amended, modified,
restated, supplemented or waived from time to time, this “Indenture”),
is by and between ARCC Commercial Loan Trust 2006, a Delaware statutory trust,
as the issuer (together with its successors and assigns, in such capacity, the “Issuer”),
and U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its
individual capacity, except as expressly set forth herein, but solely in its
capacity as the trustee (together with its successors and assigns, in such
capacity, the “Trustee”).


Each party hereto agrees as follows for the benefit of
the other party and for the equal and ratable benefit of the Holders of the
Issuer’s Notes.


GRANTING
CLAUSE


The Issuer hereby Grants
to the Trustee, on behalf of and for the benefit of the Holders of the Notes
(the “Secured Parties”), without recourse, subject to the terms of this
Indenture and the other Transaction Documents, a continuing security interest
in and lien on all of its right, title and interest in and to all accounts,
cash and currency, chattel paper, electronic chattel paper, tangible chattel
paper, copyrights, copyright licenses, equipment, fixtures, general
intangibles, instruments, commercial tort claims, deposit accounts, inventory,
investment property, letter of credit rights, software, supporting obligations,
accessions, and other property, including, without limitation, (i) the Loans
and all other assets included or to be included from time to time in the Loan
Assets, whether now existing or hereafter arising or acquired, as it may exist
from time to time and (ii) all present and future claims, demands, causes and
choses in action in respect of any or all of the foregoing and all payments on
or under and all proceeds of every kind and nature whatsoever in respect of any
or all of the foregoing, including all proceeds of the conversion, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and
other property which at any time constitute all or part of or are included in
the proceeds of any of the foregoing (collectively, the “Indenture
Collateral”); provided that
all right, title and interest of the Issuer in and to each Excluded Amount, the
Certificate Account, and any and all proceeds of any Excluded Amount or the Certificate
Account (collectively, the “Excluded Property”) shall be excluded from
the foregoing Grant by the Issuer.


The foregoing Grant is
made in trust to secure (x) the payment of principal of and interest on, and
any other amounts owing in respect of, the Notes and all other sums owing by
the Issuer hereunder or under any other Transaction Document, and (y) to secure
compliance with the covenants and agreement in this Indenture and the other
Transaction Documents.


The Trustee, on behalf of
the Noteholders, (i) acknowledges such Grant and (ii) accepts the trusts under
this Indenture in accordance with this Indenture and agrees to perform its
duties required in this Indenture to the best of its ability to the end that
the interests of the Noteholders may be adequately and effectively protected.









 



ARTICLE I

DEFINITIONS


Section 1.01.                Definitions.


Certain defined terms
used throughout this Indenture are defined above or in this Section 1.01.  In addition, except as otherwise expressly
provided herein or unless the context otherwise requires, capitalized terms
used but not otherwise defined herein shall have the meanings given to such
terms in the Sale and Servicing Agreement (as defined below), which are
incorporated by reference herein.


“Account Property”
means all amounts and investments held from time to time in (a) any Transaction
Account (whether in the form of deposit accounts, physical property, book-entry
securities, Uncertificated Securities or otherwise) and (b) all proceeds of the
foregoing, other than Excluded Property.


“Act” has
the meaning provided in Section 11.03(a).


“Applicable
Procedures” has the meaning provided in Section 4.02(l)(i).


“Beneficial Owner”
means, with respect to a Note, the Person who is the beneficial owner of such
Note, as reflected on the books of DTC or on the books of a Person maintaining
an account with such Depository (directly or as an indirect participant, in
accordance with the rules of such Depository), as the case may be.


“Certificate Registrar” means initially, the
Trustee, and thereafter, any successor appointed pursuant to the Trust
Agreement.


“Certificated
Security” has the meaning provided in Section 8-102(a)(4) of the UCC.


“Class A-1A VFN
Funding Account” has the meaning provided in Section 10.09(a).


“Class A-1A VFN Holder Collateral Account” has
the meaning provided in Section 10.08(a).


“Class A-1A VFN
Permitted Investments” has the meaning provided in Section 10.08(e).


“Clearing Corporation” means any entity
included within the meaning of “clearing corporation” under the UCC.


“Clearing Corporation
Security” means a Financial Asset that is (a) in bearer form or (b)
registered in the name of a Clearing Corporation or the nominee of such
Clearing Corporation and, if a Certificated Security, is in either case held in
custody of such Clearing Corporation.


“Clearstream” means Clearstream Banking, société anonyme, a limited liability
company organized under the laws of Luxembourg.



 2
 






 



“Confidential Information” means any and all
information concerning any Disclosing Party disclosed by, or at the request or
on behalf of, any Disclosing Party to any Receiving Party or its
representatives pursuant to this Agreement, excluding, however, any information
that at the time of disclosure:  (a) was
generally available to the public, other than as a result of a disclosure by
any Receiving Party or its representatives in violation of this Agreement; (b)
was available to any Receiving Party on a non-confidential basis from a source
other than the Disclosing Party or its representatives; (c) was already known
to the Receiving Party and not subject to restrictions on use or disclosure; or
(d) was independently developed by or on behalf of the Receiving Party (other
than at the request of or for the benefit of the Disclosing Party) by individuals
who did not directly or indirectly receive Confidential Information.


“Corporate Trust
Office” means in the case of the Owner Trustee:  Wilmington Trust Company, 1100 North Market
Street, Wilmington, Delaware 19890, Attention: 
Corporate Trust Administration and in the case of the Trustee:  U.S. Bank National Association, One Federal
Street, Boston, Massachusetts 02110, Attention: 
CDO Unit, Reference ARCC Series 2006-1, or at such other address as the
Owner Trustee or the Trustee may designate from time to time by notice to the
Issuer, or the principal corporate trust office of any successor Owner Trustee
or Trustee at the address designated by such successor by notice to the Issuer.


“Default” means any occurrence that is, or with
notice or the lapse of time or both would become, an Event of Default.


“Deferred Assignment
Effective Date” means, with respect to any Participated Loan, other than in
the case of Participated Loans representing not more than 5% of the Aggregate
Outstanding Loan Balance, the effective date of the assignment of such
Participated Loan from the Originator to the Trust Depositor and from the Trust
Depositor to the Issuer, which shall in no event be a date later than 60
calendar days after the Closing Date or, with respect to any Additional Loan or
Substitute Loan, the Cut-Off Date with respect thereto.


“Definitive Note” means any Note in permanent
certificated definitive form registered in the name of a Holder other than DTC
or its nominee.


“Deliver”
or “Delivered” means the taking of the following steps:


(a)           in the case of each Certificated
Security or Instrument (other than a Clearing Corporation Security or an
Instrument referred to in clause (g) below), (i) causing the delivery of
such Certificated Security or Instrument to an Intermediary registered in the
name of the Intermediary or its affiliated nominee or endorsed to an
Intermediary or in blank, (ii) causing the Intermediary to continuously
identify on its books and records that such Certificated Security or Instrument
is credited to the relevant Transaction Account and (iii) causing the
Intermediary to maintain continuous possession of such Certificated Security or
Instrument;


(b)           in the case of each Uncertificated
Security (other than a Clearing Corporation Security), (i) causing such
Uncertificated Security to be continuously registered on the books of the
obligor thereof to an Intermediary and (ii) causing the Intermediary to
continuously identify on its books and records that such Uncertificated
Security is credited to the relevant Transaction Account;



 3
 






 



(c)           in the case of each Clearing
Corporation Security, causing (i) the relevant Clearing Corporation to
continuously credit such Clearing Corporation Security to the securities
account of an Intermediary at such Clearing Corporation and (ii) the
Intermediary to continuously identify on its books and records that such
Clearing Corporation Security is credited to the relevant Transaction Account;


(d)           in the case of any Financial Asset
that is a book-entry security held through the Federal Reserve System pursuant
to Federal book-entry regulations, causing (i) the continuous crediting of such
Financial Asset to a securities account of an Intermediary at any Federal
Reserve Bank and (ii) the Intermediary to continuously identify on its books
and records that such Financial Asset is credited to the relevant Transaction
Account;


(e)           in the case of cash or money (within
the meaning of Section 1-201(24) of the UCC), causing (i) the delivery of such
cash or money to an Intermediary, (ii) the Intermediary to treat such cash or
money as a Financial Asset maintained by such Intermediary for credit to the
relevant Transaction Account in accordance with the provisions of Article 8 of
the UCC, and (iii) the Intermediary to continuously indicate by book entry that
such Cash or Money is credited to the relevant Transaction Account;


(f)            in the case of each Financial Asset
not covered by the foregoing clauses (a) through (e), causing the
transfer of such Financial Asset to an Intermediary in accordance with
applicable law and regulation and causing the Intermediary to continuously
credit such Financial Asset to the relevant Transaction Account;


(g)           in the case of each general
intangible (including any participation interest that is not, or the debt underlying
which is not, evidenced by an Instrument or Certificated Security) by notifying
the obligor thereunder of the Grant to the Trustee (unless no applicable law
requires such notice) and either:


(i)            causing the Issuer to become and
remain the owner thereof and causing a UCC-1 financing statement describing the
Collateral and naming the Issuer as debtor and the Trustee as secured party to
be filed (and remain effective) by the Issuer with the Secretary of State of
the State of Delaware within ten days after the Closing Date, or


(ii)           causing (1) an Intermediary to become
and remain the owner thereof, (2) the Intermediary to agree to treat such
general intangible as a Financial Asset and (3) the Intermediary to
continuously credit such general intangible to the relevant Transaction
Account;


(h)           in the case of each Participation as
to which the underlying Loan is represented by an Underlying Note, obtaining
the acknowledgment of the Person in possession of such Underlying Note (which
may not be the Issuer) that it holds such Underlying Note solely on behalf and
for the benefit of the Trustee;


(i)            in the case of any “deposit account”
as defined in Article 9 of the UCC, causing the institution with which such
deposit account is maintained to agree in an authenticated record to comply
with the instructions originated by the Trustee directing disposition of the
funds without further consent by the Issuer; and



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(j)            in all cases, the filing of an
appropriate Financing Statement in the appropriate filing office in accordance
with the UCC as in effect in any relevant jurisdiction.


Notwithstanding the
foregoing, any property or asset will also be “Delivered” for purposes of this
definition if it is delivered in a method specified in an Opinion of Counsel as
sufficient to result in a first priority perfected security interest in favor
of the Trustee.


“Direct Participant” means any broker-dealer,
bank or other financial institution for whom the nominee of DTC holds an
interest in any Note.


“Disclosing Party” means each of the Issuer,
the Trust Depositor, the Servicer and the Originator and “Disclosing Parties”
means collectively all such parties.


“Distribution
Compliance Period” means the 40 day period prescribed by Regulation S
commencing on the later of (a) the date upon which Notes are first offered to
Persons other than the Initial Purchaser and any other distributor (as such
term is defined in Regulation S) of the Notes and (b) the Closing Date.


“DTC” means
The Depository Trust Company, and its successors.


“DTC Custodian”
means the Trustee as a custodian for DTC.


“DTC Participant” means a Person for whom, from
time to time, DTC effects book-entry transfers and pledges of securities
deposited with DTC.


“ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to time,
or any successor legislation thereto and the regulations promulgated and the
rulings issued thereunder.


“Euroclear”
means Euroclear Bank S.A./N.V. as operator of the Euroclear System.


“Event of
Default” has the meaning provided in Section 5.01.


“Excluded
Property” has the meaning provided in the Granting Clause.


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


“Financing
Statement” has the meaning provided in the UCC.


“Global Note”
means any Note registered in the name of DTC or its nominee, beneficial
interests in which are reflected on the books of DTC or on the books of a
Person maintaining any account with such Depository (directly or as an indirect
participant in accordance with the rules of such Depository).  The term “Global Note” shall include the Rule
144A Global Notes and the Regulation S Global Notes.


“Grant” means to
mortgage, pledge, sell, bargain, warrant, alienate, remise, release, convey,
assign, transfer, create, and grant a lien upon and a security interest in and
right of set-off against, deposit, set over and confirm pursuant to this
Indenture.  A Grant of Indenture



 5
 






 



Collateral or of any other agreement or instrument
shall include all rights, powers and options (but none of the obligations) of
the granting party thereunder, including the immediate and continuing right to
claim for, collect, receive and give receipt for principal and interest
payments in respect of such collateral or other agreement or instrument and all
other moneys payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and
options, to bring proceedings in the name of the granting party or otherwise,
and generally to do and receive anything that the granting party is or may be
entitled to do or receive thereunder or with respect thereto.


“Holder
Subaccount” has the meaning provided in Section 10.08(a).


“Indenture
Collateral” has the meaning provided in the Granting Clause.


“Indirect Participant” means any financial
institution for whom any Direct Participant holds an interest in any Note.


“Initial
Purchaser” means Wachovia Capital Markets, LLC.


“Institutional Accredited Investor” means any
Person meeting the requirements of Rule 501(a)(1)—(3) or (7) of Regulation D
under the Securities Act.


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


“Interim
Distribution Date” has the meaning provided in Section 10.06(b).


“Intermediary” means a “securities intermediary”
as defined in Section 8-102(a)(14) of the UCC.


“Issuer”
has the meaning provided in the Preamble.


“Issuer
Documents” has the meaning provided in Section 3.25(a).


“Issuer Order” means a written order or request
signed in the name of the Issuer or by the Servicer on behalf of the Issuer and
delivered to the Trustee.


“Letter of Representations” means the Letter of
Representations, dated as of July 7, 2006 by and among the Issuer and DTC.


“Massachusetts
UCC” has the meaning provided in Section 6.15(a).


“Note” means any one of the notes of the Issuer
of any Class executed and authenticated in accordance with this Indenture.


“Note Register” has the meaning provided in Section
4.02(a).


“Note Registrar” has the meaning provided in Section
4.02(a).


“Optional Repurchase” has the meaning provided
in Section 10.01.



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“Outstanding” means as of the date of
determination, all Notes theretofore executed, authenticated and delivered
under this Indenture except:


(k)           Notes in exchange for or in lieu of
which other Notes have been executed, authenticated and delivered pursuant to
this Indenture unless proof satisfactory to the Trustee is presented that any
such Notes are held by a holder in due course;


(l)            Notes to be repurchased or
refinanced in connection with an Optional Repurchase or an Optional Refinancing
and in respect of which money in the necessary amount to pay the Repurchase
Price or the Refinancing Price, as applicable, has been theretofore deposited
with the Trustee in trust for the Noteholders (provided
that notice of such repurchase has been duly given pursuant to Section 10.05
hereof); and


(m)          Notes
theretofore canceled by the Note Registrar or delivered to the Trustee for
cancellation.


“Owner”
means each Holder of a Note.


“Owner Trustee” means Wilmington Trust Company,
not in its individual capacity but solely as owner trustee under the Trust
Agreement, and any successor Owner Trustee thereunder.


“Participant”
means a Person that has an account with DTC.


“Paying Agent”
means, with respect to the Notes, any paying agent or co-paying agent appointed
pursuant to Section 3.03 hereof, which initially shall be (a) the
Trustee and (b) with respect to the payment of principal and interest on the
Listed Notes, JP Morgan Bank (Ireland) PLC. 
With respect to the Trust Certificates, any paying agent or co-paying
agent appointed pursuant to Section 3.09 of the Trust Agreement which initially
shall be U.S. Bank National Association.


“Percentage Interest”
means, (a) with respect to any Class of Notes, the fraction, expressed as a
percentage, the numerator of which is the denomination represented by such
Class of Notes and the denominator of which is the then current Outstanding
Principal Balance of such Class of Notes (treating the Class A-1A VFN Notes as
fully drawn to the extent of the Maximum Class A-1A VFN Commitments as of the
Closing Date for purposes of this determination) and (b) with respect to a
Trust Certificate, the percentage set forth on the face thereof.


“Placement Agent” means Wachovia Capital
Markets, LLC, in its capacity as placement agent with respect to the Class A-1A
VFN Notes.


“Plan” has
the meaning provided in Section 4.02(y).


“Pledged
Accounts” has the meaning provided in Section 6.15(a).


“Proceeding” means any suit in equity, action
at law or other judicial or administrative proceeding.



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“Qualified Institutional Buyer” has the meaning
provided in Rule 144A under the Securities Act.


“Rating Criteria” means, with respect to any
Holder of Class A-1A VFN Notes, criteria that will be satisfied on any date if:


(a)           the short-term debt, deposit or
similar obligations of such Holder are rated “P-1” and not on watch for
possible downgrade by Moody’s and at least “A-1” by S&P and the long-term
debt obligations of such Class A-1A VFN Noteholder are rated at least “AA-” by
S&P;


(b)           the obligations of such Holder under
the Class A-1A VFN Purchase Agreement are guaranteed by an entity meeting the
Rating Criteria set forth in (a) above; or


(c)           such Holder is then entitled under a
Liquidity Facility to borrow from, or sell an interest in assets to, one or
more Liquidity Providers so long as:


(i)            the short-term debt, deposit or
similar obligations of each such Liquidity Provider are on such date rated “P-1”
and not on watch for possible downgrade by Moody’s and at least “A-1” by
S&P and the long-term debt obligations of such Liquidity Provider are rated
at least “AA-” by S&P; and


(ii)           the aggregate amount of commitments
to make loans or purchase interests in assets under such Liquidity Facility
held by Liquidity Providers whose short-term debt, deposit or similar
obligations are on such date rated “P-1” and not on watch for possible
downgrade by Moody’s and at least “A-1” by S&P is not less than the Class
A-1A VFN Commitment in respect of the Class A-1A VFN Notes held by such Holder.


“Receiving Party” means each Holder of an
Offered Note or Class D Note, the Trustee, the Owner Trustee and the Back-Up
Servicer.


“Refinancing”
has the meaning provided in Section 10.03(a).


“Refinancing Date”
means, in the case of a refinancing of the Notes pursuant to Section 10.03,
any Distribution Date on or after the Distribution Date occurring in June, 2010
which is specified by the Issuer in the notice given pursuant to Section
10.05, as amended by any subsequent notice given pursuant to such Section.


“Regulation S”
means Regulation S under the Securities Act.


“Regulation S Global
Notes” means the Notes sold in offshore transactions in reliance on
Regulation S and represented by one or more Global Notes deposited with the
Trustee as custodian for DTC, and, prior to the expiration of the Distribution
Compliance Period and compliance with the certification requirements of Rule
903(b)(3)(ii)(B) under the Securities Act in compliance with Sections
2.01(b) and 4.02(m), means Temporary Regulation S Global Notes.


“Regulation S Investor” means the holder of a
beneficial interest in a Regulation S Global Note.



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“Replacement
Notes” has the meaning provided in Section 10.03(b).


“Repurchase Date”
means in the case of a repurchase of the Notes pursuant to Section 10.01,
the Distribution Date specified by the Issuer in the notice given pursuant to Section
10.05, as amended by any subsequent notice given pursuant to such Section.


“Rule 144A”
means Rule 144A under the Securities Act.


“Rule 144A Certification” means a letter
substantially in the form attached to its Indenture as Exhibit D–2.


“Rule 144A Global
Notes” means the Notes sold within the United States to U.S. Persons
(within the meaning of Regulation S) who are Qualified Institutional Buyers,
issued in the form of beneficial interests in one or more Global Notes,
deposited with the Trustee as custodian for DTC.


“Sale” has
the meaning provided in Section 5.15(a).


“Sale and Servicing
Agreement” means the Sale and Servicing Agreement, dated as of the Closing
Date, by and among ARCC Commercial Loan Trust 2006, as the Issuer, ARCC CLO
2006 LLC, as the Trust Depositor, Ares Capital Corporation, as the Originator
and as the Servicer, U.S. Bank National Association, as the Trustee, Lyon
Financial Services, Inc. (d/b/a U.S. Bank Portfolio Services), as the Backup
Servicer, and Wilmington Trust Company, as the Owner Trustee.


“Secured
Parties” has the meaning provided in the Granting Clause.


“Securities Legend”
means, with respect to any Class of Notes, the legend for such Class set forth
in the related form of Note attached hereto as Exhibit A–1, A–2, A–3,
A–4, A–5, A–6, or A–7 as applicable.


“Series”
means 2006-1.


“Similar Law”
has the meaning provided in Section 4.02(y).


“Stated
Maturity Date” means December 20, 2019.


“Temporary
Regulation S Global Note” has the meaning provided in Section 2.01(b).


“TIA” means
the Trust Indenture Act of 1939, as amended.


“Transfer”
has the meaning provided in Section 4.02(w).


“Transferee
Letter” means the letter set forth in Exhibit D–1 to this Indenture.


“Trust Certificate”
means a certificate evidencing the beneficial interest of a Certificateholder
in the Issuer, substantially in the form of Exhibit A attached to the
Trust Agreement.



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“Trustee”
has the meaning provided in the Preamble.


“Uncertificated
Security” has the meaning provided in Section 8-102(a)(18) of the UCC.


“U.S. Person”
means a person that is a citizen or resident of the United States, a
corporation or partnership (except as provided in applicable Treasury
regulations) created or organized in or under the laws of the United States,
any State or the District of Columbia, including any entity treated as a
corporation or partnership for federal income tax purposes, an estate whose
income is subject to United States federal income tax regardless of its source,
or a trust if a court within the United States is able to exercise primary
supervision over the administration of such trust, and one or more such U.S.
Persons have the authority to control all substantial decisions of such trust
(or, to the extent provided as applicable Treasury regulations, certain trusts
in existence on August 20, 1996 which are eligible to elect to be treated as a
U.S. Person).


“USA PATRIOT Act”
means the United States Uniting and Strengthening America By Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
signed into law on and effective as of October 26, 2001, which, among other
things, requires that financial institutions, a term that includes banks,
broker-dealers and investment companies, establish and maintain compliance
programs to guard against money laundering activities.


Section 1.02.                Rules
of Construction.


Unless the context
otherwise requires:


(a)           a term has the meaning given to it;


(b)           an accounting term not otherwise
defined has the meaning given to it in accordance with generally accepted
accounting principles;


(c)           “or” is not exclusive;


(d)           “including” means including without
limitation;


(e)           words in the singular include the
plural and words in the plural include the singular;


(f)            any pronouns shall be deemed to
cover all genders; and


(g)           any agreement, instrument or statute
defined or referred to herein or in any instrument or certificate delivered in
connection herewith means such agreement, instrument or statute as from time to
time amended, modified, waived or supplemented and includes (in the case of
agreements or instruments) references to all attachments thereto and
instruments incorporated therein; references to a Person are also to its
permitted successors and assigns.



 10















ARTICLE II

THE NOTES


Section 2.01.                Form.


(a)           The Notes, together with the Trustee’s
certificate of authentication, shall be in substantially the forms set forth as
Exhibits A–1 through A–7 to this Indenture with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the appropriate Responsible Officers
executing such Notes, as evidenced by their execution of the Notes.  Any portion of the text of any Note may be
set forth on the reverse thereof, with an appropriate reference thereto on the
face of the Note.  The Notes shall be typewritten,
printed, lithographed or engraved or produced by any combination of these
methods (with or without steel engraved borders), all as determined by the
Responsible Officers executing such Notes, as evidenced by their execution of
such Notes.  The terms of the Notes set
forth in Exhibits A–1 through A–7 are part of the terms of this
Indenture.


(b)           The Class A-1A Notes, Class A-1B
Notes, Class A-2A Notes, Class A-2B Notes, Class B Notes and Class C Notes sold
on the Closing Date outside the United States to persons who are not “U.S.
persons” (as defined in Regulation S) in reliance on Regulation S shall be
issued initially in the form of one or more temporary global securities in
definitive, fully registered form without interest coupons, with the applicable
legends set forth in Exhibits A-1, A-3, A-4, A-5,
and A-6 to this Indenture, respectively, added to the form of such Notes
(each a “Temporary Regulation S Global Note”), which shall be deposited
on behalf of the subscribers of the Notes represented thereby with the DTC
Custodian and registered in the name of a nominee of DTC for the respective
accounts of Euroclear and Clearstream, duly executed by the Issuer and
authenticated by the Trustee as hereinafter provided.  On or after the 40th day after the later of
the Closing Date or the commencement of the offering of the Notes, interests in
a Temporary Regulation S Global Note of any Class will be exchangeable for
interests in a Regulation S Global Note of the same Class upon certification
that the beneficial interests in such Temporary Regulation S Global Note are
owned by persons who are not U.S. persons (as defined in Regulation S).  Upon the exchange of a Temporary Regulation S
Global Note for a Regulation S Global Note, the Regulation S Global Note will
be deposited with the DTC Custodian and registered in the name of a nominee of
DTC for the respective accounts of Euroclear and Clearstream, duly executed by
the Issuer and authenticated by the Trustee as hereinafter provided.


(c)           The Class A-1A Notes, Class A-1B
Notes, Class A-2A Notes, Class A-2B Notes, Class B Notes and Class C Notes sold
on the Closing Date in reliance on Rule 144A shall be issued initially in the
form of one or more Rule 144A Global Notes, with the applicable legends set
forth in Exhibits A-1, A-3, A-4, A-5, and A-6
respectively, added to the form of such Notes, which shall be deposited on
behalf of the subscribers of the Notes represented thereby with the DTC
Custodian and registered in the name of a nominee of DTC, duly executed by the
Issuer and authenticated by the Trustee as hereinafter provided.  The Class A-1A Notes, Class A-1B Notes, Class
A-2A Notes, Class A-2B Notes, Class B Notes, Class C Notes and Class D Notes
sold on the Closing Date to an Institutional Accredited Investor that is not a
Qualified



 11
 






 



Institutional Buyer, if any, shall be issued initially
in the form of one or more Definitive Notes, duly executed by the Issuer and
authenticated by the Trustee as herein provided.


(d)           The Class A-1A VFN Notes, Class D
Notes and the Class E Notes sold in reliance on Rule 144A or another available
exemption from the registration requirements of the Securities Act shall be
issued in the form of Definitive Notes, with the applicable legends set forth
in Exhibits A-2 and A-7 to this Indenture, respectively, added to
the form of such Notes, which shall be registered in the name of the beneficial
owner or a nominee thereof, duly executed by the Issuer and authenticated by
the Trustee as hereinafter provided.


(e)           Except as provided in Sections
4.02(f) and 4.02(m), owners of beneficial interests in Global Notes
will not be entitled to receive physical delivery of Definitive Notes.


Section 2.02.                Execution,
Authentication and Delivery.


The Notes shall be
executed on behalf of the Issuer by any Responsible Officer of the Owner
Trustee.  The signature of any such
Responsible Officer on the Notes may be manual or facsimile.


Notes bearing the manual
or facsimile signature of individuals who were at any time Responsible Officers
of the Issuer shall bind the Issuer, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Notes or did not hold such offices at the date of such Notes.


The Trustee shall upon
receipt of an Issuer Order authenticate and deliver Class A-1A Notes for
original issue in an aggregate amount equal to the Initial Class A-1A Principal
Balance, Class A-1A VFN Notes for original issue in an aggregate amount equal
to the Initial Class A-1A VFN Principal Balance, Class A-1B Notes for original
issue in an aggregate amount equal to the Initial Class A-1B Principal Balance,
Class A-2A Notes for original issue in an aggregate amount equal to the Initial
Class A-2A Principal Balance, Class A-2B Notes for original issue in an
aggregate amount equal to the Initial Class A-2B Principal Balance, Class B
Notes for original issue in an aggregate amount equal to the Initial Class B
Principal Balance, Class C Notes for original issue in an aggregate amount
equal to the Initial Class C Principal Balance, Class D Notes for original
issue in an aggregate amount equal to the Initial Class D Principal Balance,
and Class E Notes for original issue in an aggregate amount equal to the
Initial Class E Principal Balance.


Each Note shall be dated
the date of its authentication.  The
Notes shall be issuable in fully registered form in minimum denominations of
$250,000 and integral multiples of $1,000 in excess thereof; provided that one Note of each Class may
be issued in an incremental denomination of less than $1,000.


No Note shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose,
unless there appears on such Note a certificate of authentication substantially
in the form provided for herein, executed by the Trustee by the manual
signature of one of its authorized signatories, and such certificate upon any
Note shall be conclusive evidence, and the only evidence, that such Note has
been duly authenticated and delivered hereunder.



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Section 2.03.                Opinions
of Counsel.


On the Closing Date, the
Trustee shall have received:  (a) an
Opinion of Counsel, with respect to securities law matters; (b) an Opinion of
Counsel, with respect to the tax status of the arrangement created by this Indenture
and the tax treatment of the Class A-1A Notes, the Class A-1A VFN Notes, the
Class A-1B Notes, the Class A-2A Notes, the Class A-2B Notes, the Class B Notes
and the Class C Notes; and (c) an Opinion of Counsel to the Issuer, with
respect to the due authorization, valid execution and delivery of this
Indenture and the other Transaction Documents to which the Issuer is a party
and with respect to its binding effect on the Issuer.


ARTICLE III

COVENANTS


Section
3.01.                Collection of
Payments on Loans; Transaction Accounts and Class A-1A VFN Accounts.


The Servicer shall
establish with the Trustee and cause to be maintained as required therein or
herein, as applicable, each of the Transaction Accounts specified in Section
7.01 of the Sale and Servicing Agreement and the accounts specified in Sections
10.08 and 10.09.  The Trustee
shall ensure that the Class A-1A VFN Holder Collateral Account, each Holder
Subaccount and each of the Transaction Accounts is established and maintained
as an Eligible Deposit Account with a Qualified Institution.  If any institution with which any of the
Transaction Accounts, the Class A-1A VFN Holder Collateral Account and each
Holder Subaccount are established ceases to be a Qualified Institution, the
Servicer, or if the Servicer fails to do so, the Trustee (as the case may be)
shall within ten Business Days after notice of such event establish a
replacement account at a Qualified Institution. 
Subject to the Priority of Payments, the Trustee shall make all payments
of principal of and interest on the Notes and, with respect to the Class A-1A
VFN Notes, the Class A-1A VFN Commitment Fee and any Class A-1A VFN Increased
Costs or Class A-1A VFN Breakage Costs, subject to Section 3.03 and as
provided in Section 3.05 herein, from moneys on deposit in the Note
Distribution Account.  The Trustee shall
be permitted to rely on a certificate from the related Class A-1A VFN
Noteholder regarding the amount of any Class A-1A VFN Increased Costs or Class
A-1A VFN Breakage Costs.


Section 3.02.                Maintenance
of Office or Agency.


The Issuer will maintain
with the Trustee an office or agency where, subject to satisfaction of
conditions set forth herein, Notes may be surrendered for registration of
transfer or exchange, and where notices and demands to or upon the Issuer in
respect of the Notes and this Indenture may be served.  The Issuer hereby initially appoints the
Trustee to serve as its agent for the foregoing purposes.  The Issuer will give prompt written notice to
the Trustee of the location, and of any change in the location, of any such
office or agency.  If at any time the
Issuer shall fail to maintain any such office or agency or shall fail to
furnish the Trustee with the address thereof, such surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the
Issuer hereby appoints the Trustee as its agent to receive all such surrendered
Notes, notices and demands.



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Section 3.03.                Money
for Payments To Be Held in Trust; Paying Agent.


The Issuer hereby
appoints the Trustee as Paying Agent for the payment of principal and interest
on the Notes and, with respect to the Class A-1A VFN Notes, the Class A-1A VFN
Commitment Fee and any Class A-1A VFN Increased Costs or Class A-1A VFN
Breakage Costs.  As provided in Section
3.01, all payments of amounts due and payable with respect to any Notes
that are to be made from amounts withdrawn from the Note Distribution Account
pursuant to Section 3.01 shall be made on behalf of the Issuer by the
Trustee (or the Servicer on its behalf) or by another Paying Agent, and no
amounts so withdrawn from the Note Distribution Account for payments on the
Notes shall be paid over to the Issuer except as provided in this Section
3.03.


The Issuer may at any
time and from time to time vary or terminate the appointment of any such agent
or appoint any additional agents for any or all of such purposes; provided that (a) no Paying Agent shall be
appointed in a jurisdiction that subjects payments on the Notes to withholding
tax and (b) so long as any Notes are listed on the Irish Stock Exchange and the
rules of such exchange so require, the Issuer will maintain in Ireland a Paying
Agent and an office or agency where notices and demands to or upon the Issuer
in respect of such securities and this Indenture may be served and where such
Notes may be surrendered for registration of transfer or exchange.  The Issuer shall give prompt written notice
to the Trustee, the Rating Agencies, the Class A-1A VFN Agent and the Noteholders
of the appointment or termination of any such agent and of the location and any
change in the location of any such office or agency.  The Issuer has appointed JP Morgan Bank
(Ireland) PLC as Paying Agent for the payment of principal and interest with
respect to only the Listed Notes.


On or before the Business
Day immediately preceding each Distribution Date, Repurchase Date and
Refinancing Date, as applicable, the Issuer shall deposit or cause to be
deposited in the Note Distribution Account from amounts on deposit in the
Principal and Interest Account an aggregate sum sufficient to pay the amounts
then becoming due, such sum to be held in trust for the benefit of the Persons
entitled thereto and (unless the Paying Agent is the Trustee) shall promptly
notify the Trustee in writing of its action or failure so to act.


The Issuer will cause
each Paying Agent other than the Trustee to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee (and if
the Trustee acts as Paying Agent, it hereby so agrees), subject to the
provisions of this Section 3.03, that such Paying Agent will:


(a)           hold all sums held by it for the
payment of amounts due with respect to the Notes or in trust for the benefit of
the Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and pay such sums to such Persons as
herein provided;


(b)           give the Trustee notice of any
default by the Issuer in the making of any payment required to be made with
respect to the Notes;


(c)           at any time during the continuance of
any such default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent;



 14
 






 



(d)           immediately resign as Paying Agent
and forthwith pay to the Trustee all sums held by it in trust for the payment
of Notes or if at any time it ceases to meet the standards required to be met
by a Paying Agent at the time of its appointment; and


(e)           comply with all requirements of the
Code with respect to the withholding from any payments made by it on any Notes
or of any applicable withholding taxes imposed thereon and with respect to any
applicable reporting requirements in connection therewith.


The Issuer may at any
time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, by Issuer Order direct any Paying Agent to
pay to the Trustee all sums held in trust by such Paying Agent, such sums to be
held by the Trustee upon the same trusts as those upon which the sums were held
by such Paying Agent; and upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.


Subject to applicable
laws with respect to escheat of funds, any money held by the Trustee or any
Paying Agent in trust for the payment of any amount due with respect to any
Note and remaining unclaimed for two years after such amount has become due and
payable shall be discharged from such trust and be paid to the Issuer on an
Issuer Order; and the Holder of such Note shall thereafter, as an unsecured
general creditor, look only to the Issuer for payment thereof (but only to the
extent of the amounts so paid to the Issuer), and all liability of the Trustee
or such Paying Agent with respect to such trust money shall thereupon cease; provided that the Trustee or such Paying
Agent, before being required to make any such repayment, shall at the expense
and direction of the Issuer cause to be published once, in a newspaper of
general circulation in the Borough of Manhattan, the City of New York, printed
in the English language and customarily published on each Business Day, whether
or not published on Saturdays, Sundays or holidays, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Issuer.  The Trustee shall also adopt and employ, at
the expense and direction of the Issuer, any other reasonable means of
notification of such repayment (including, but not limited to, mailing notice
of such repayment to Holders whose Notes have been called but have not been
surrendered for repurchase or whose right to or interest in moneys due and payable
but not claimed is determinable from the records of the Trustee or of any
Paying Agent, at the last address of record for each such Holder).


Section 3.04.                Existence;
Separate Legal Existence.


(a)           The Issuer will keep in full effect
its existence, rights and franchises as a statutory trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other state or of the United States,
in which case the Issuer will keep in full effect its existence, rights and
franchises under the laws of such other jurisdiction) and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and enforceability
of this Indenture, the Notes, the other Transaction Documents, the Indenture
Collateral and each other instrument or agreement included in the Indenture
Collateral.



 15
 






 



(b)           The Issuer shall:


(i)            Maintain its own deposit account or
accounts, separate from those of any Affiliate, with commercial banking
institutions and in accordance with the terms of this Indenture.  The funds of the Issuer will not be diverted
to any other Person or for other than authorized uses of the Issuer.


(ii)           Ensure
that it is at all times in compliance with Section 4.01 of the Trust Agreement.


(iii)          Ensure
that, to the extent that it jointly contracts with any of its members or
Affiliates to do business with vendors or service providers or to share
overhead expenses, the costs incurred in so doing shall be allocated fairly
among such entities, and each such entity shall bear its fair share of such
costs.  To the extent that the Issuer
contracts or does business with vendors or service providers when the goods and
services provided are partially for the benefit of any other Person, the costs
incurred in so doing shall be fairly allocated to or among such entities for
whose benefit the goods and services are provided, and each such entity shall
bear its fair share of such costs.  All
material transactions between Issuer and any of its Affiliates shall be only at
fair market value on an arm’s length basis.


(iv)          Conduct
its affairs strictly in accordance with its organizational documents and
observe all necessary, appropriate and customary statutory trust formalities,
including, but not limited to, holding all regular and special board of
trustees meetings appropriate to authorize all statutory trust action, keeping
separate and accurate minutes of its meetings, passing all resolutions or
consents necessary to authorize actions taken or to be taken, and maintaining
accurate and separate books, records and accounts, including, but not limited
to, payroll and intercompany transaction accounts.


Section 3.05.                Payment
of Principal and Interest.


The Issuer will duly and
punctually pay (a) the principal of and interest on the Notes and, in the case
of the Class A-1A VFN Notes, the Class A-1A VFN Commitment Fee and any Class
A-1A VFN Increased Costs or Class A-1A VFN Breakage Costs, in accordance with
the terms of such Notes, this Indenture, the Purchase Agreement and the Sale
and Servicing Agreement and (b) all amounts payable under in accordance with
the terms thereof, subject at all times to the Priority of Payments.  The Issuer will cause to be distributed all
amounts on deposit in the Note Distribution Account on a Distribution Date
deposited therein pursuant to the Sale and Servicing Agreement for the benefit
of the Notes to the applicable Noteholders. 
Amounts properly withheld under the Code or any applicable state law by
any Person from a payment to any Noteholder of interest and/or principal shall
be considered as having been paid by the Issuer to such Noteholder for all
purposes of this Indenture.


Section 3.06.                Protection
of Indenture Collateral.


The Issuer intends the
security interest Granted pursuant to this Indenture in favor of the Trustee on
behalf of the Noteholders to be prior to all other liens in respect of the
Indenture Collateral, and the Issuer shall take or shall cause the Servicer to
take all actions necessary to



 16
 






 



obtain and maintain, for the benefit of the Trustee on
behalf of the Noteholders, a first lien on and a first priority, perfected
security interest in the Indenture Collateral. 
In connection therewith, pursuant to Section 2.08 of the Sale and
Servicing Agreement, the Issuer shall cause to be delivered into the possession
of the Trustee as pledgee hereunder, indorsed in blank, any “instruments”
(within the meaning of the UCC), not constituting part of chattel paper,
evidencing any Loan which is part of the Indenture Collateral and all other
portions of the Loan Files.  The Trustee
acknowledges and agrees that (a) it holds the Loan Assets delivered to it under
the Loan Sale Agreement for the benefit of the Trust Depositor, (b) it holds
the Loan Assets delivered to it under the Sale and Servicing Agreement for the
benefit of the Issuer, and (c) it holds the Indenture Collateral delivered to
it pursuant to this Indenture for the benefit of the Noteholders.  The Trustee agrees to maintain continuous
possession of such delivered instruments and the Loan Files as pledgee
hereunder until this Indenture shall have terminated in accordance with its
terms or until, pursuant to the terms hereof or of the Sale and Servicing Agreement,
the Trustee is otherwise authorized to release such instrument from the
Indenture Collateral.  The Issuer will or
will cause the Servicer from time to time to authorize, prepare (or shall cause
to be prepared), execute and deliver all such supplements and amendments hereto
and all such financing statements, continuation statements, instruments of
further assurance and other instruments, and will take such other action
necessary or advisable to:


(i)            maintain
or preserve the lien and security interest (and the priority thereof) of this
Indenture or carry out more effectively the purposes hereof;


(ii)           perfect,
publish notice of or protect the validity of any Grant made or to be made by
this Indenture;


(iii)          enforce any of the Loans transferred
to the Issuer as and to the extent commercially reasonable and in accordance
with the Sale and Servicing Agreement; or


(iv)          preserve
and defend title to the Indenture Collateral and the rights of the Trustee and
the Noteholders in such Indenture Collateral against the claims of all persons
and parties.


Except as otherwise
provided in or permitted by the Sale and Servicing Agreement or this Indenture,
the Trustee shall not remove any portion of the Indenture Collateral held by it
that consists of money or is evidenced by an instrument, certificate or other
writing from the jurisdiction in which it was held at the date of the most
recent Opinion of Counsel delivered pursuant to Section 3.07 (or from
the jurisdiction in which it was held as described in the Opinion of Counsel
delivered at the Closing Date pursuant to Section 3.07(a), if no Opinion
of Counsel has yet been delivered pursuant to Section 3.07(b)) unless
the Trustee shall have first received an Opinion of Counsel to the effect that
the lien and security interest created by this Indenture with respect to such
property will continue to be maintained after giving effect to such action or
actions.


The Issuer hereby (a)
authorizes the Trustee at any time and from time to time to file financing
statements, continuation statements and amendments thereto that describe the
Collateral as all assets of the Issuer, all assets of the Issuer other than
Excluded Property or words of similar effect (regardless of whether any
particular asset described in such financing



 17
 






 



statements falls within the granting clause of
this Indenture) and that contain any other information required by Part 5 of
Article 9 of the UCC for the sufficiency or filing office acceptance of any
financing statement, continuation statement or amendment, including whether the
Issuer is an organization, the type of organization and any organization
identification number issued to the Issuer, and (b) ratifies such authorization
to the extent that the Trustee has filed any such financing or continuation
statements, or amendments thereto prior to the date hereof.


The Issuer hereby
designates the Trustee its agent and attorney-in-fact to execute or authorize
any financing statement, continuation statement or other instrument required to
be executed pursuant to this Section 3.06.


Notwithstanding anything
in this Section 3.06 or any other provision in the Transaction Documents
to the contrary, the Trustee shall not be obligated to monitor any financing
statement, continuation statement or amendment thereto or to execute, authorize
or file such instruments except upon written instruction from the Servicer or
the Issuer to execute or authorize such instruments, except that such
instruction need not be in writing if delivered with respect to financing
statements relating to the Indenture Collateral to be authorized by the Trustee
on the Closing Date.


Section 3.07.                Opinions
as to Indenture Collateral.


(a)           On or before the Closing Date, the
Issuer shall furnish to the Trustee an Opinion of Counsel either stating that,
in the opinion of such counsel, such action has been taken with respect to the
delivery of the Underlying Notes (or, in the case of Noteless Loans, the
applicable Required Loan Documents) and any other requisite documents, and with
respect to the execution and filing of any financing statements and
continuation statements, as are necessary to perfect and make effective the
lien and security interest of this Indenture and reciting the details of such
action, or stating that, in the opinion of such counsel, no such action is
necessary to make such lien and security interest effective.


(b)           On or before July 7 on each fifth
anniversary thereof (or in the case of an amendment of any applicable UCC
provisions), beginning in 2006, the Servicer on behalf of the Issuer will
furnish to the Trustee an Opinion of Counsel at the expense of the Issuer
either stating that, in the opinion of such counsel, such action has been taken
with respect to any other requisite documents and with respect to the execution
and filing of any financing statements and continuation statements as is
necessary to maintain the perfection of the lien and security interest created
by this Indenture and reciting the details of such action or stating that in
the opinion of such counsel no such action is necessary to maintain the
perfection of such lien and security interest. 
Such Opinion of Counsel shall also describe any other requisite
documents and the execution and filing of any financing statements and continuation
statements that will, in the opinion of such counsel, be required to maintain
the lien and security interest of this Indenture until December 31 in the
following five year period.


Section 3.08.                Furnishing
of Rule 144A Information.


The Issuer will furnish, upon the written request of
any Noteholder or of any owner of a beneficial interest therein, such
information as is specified in paragraph (d)(4) of Rule 144A



 18
 






 



under the Securities Act (a) to such Noteholder or
beneficial owner, (b) to a prospective purchaser of such Note or interest therein
who is a Qualified Institutional Buyer designated by such Noteholder or
beneficial owner, or (c) to the Trustee for delivery to such Noteholder,
beneficial owner or prospective purchaser, in order to permit compliance by
such Noteholder or beneficial owner with Rule 144A in connection with the
resale of such Note or beneficial interest therein by such Noteholder or
beneficial owner in reliance on Rule 144A unless, at the time of such request,
the Issuer is subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act, or exempt from reporting pursuant to Rule 12g3-2(b) under the
Exchange Act.


Section 3.09.                Performance
of Obligations; Sale and Servicing Agreement.


(a)           The Issuer will punctually perform
and observe all of its obligations and agreements contained in this Indenture,
the Transaction Documents and in the instruments and agreements included in the
Indenture Collateral.


(b)           The Issuer may contract with other
Persons to assist it in performing its duties under this Indenture, the
Transaction Documents and in the instruments and agreements included in the
Indenture Collateral, and any performance of such duties by a Person identified
to the Trustee in an Officer’s Certificate of the Issuer shall be deemed to be
action taken by the Issuer.  Initially,
the Issuer has contracted with the Servicer to assist the Issuer in performing
its duties under this Indenture, the Transaction Documents and in the
instruments and agreements included in the Indenture Collateral.


(c)           The Issuer will not take any action
or permit any action to be taken by others which would release any Person from
any of such Person’s covenants or obligations under any of the documents
relating to the Loans or under any instrument included in the Indenture
Collateral, or which would result in the amendment, hypothecation,
subordination, termination or discharge of, or impair the validity or
effectiveness of, any of the documents relating to the Loans or any such
instrument, except such actions as the Servicer is expressly permitted to take
in the Transaction Documents.


(d)           If a Responsible Officer of the
Issuer shall have knowledge of the occurrence of a Servicer Default, the Issuer
shall promptly notify in writing the Trustee, the Backup Servicer, the Class
A-1A VFN Agent and the Rating Agencies thereof, and shall specify in such
notice the action, if any, the Issuer is taking in respect of such Servicer
Default.  If such Servicer Default arises
from the failure of the Servicer to perform any of its duties or obligations
under the Sale and Servicing Agreement with respect to the Loans, the Issuer
may remedy such failure.  So long as any
such Servicer Default shall be continuing, the Trustee may exercise its
remedies set forth in Section 8.02 of the Sale and Servicing Agreement.  Unless granted or permitted by the majority
of Holders of the Notes to the extent provided in Section 8.07 of the Sale and
Servicing Agreement, the Issuer may not waive any such Servicer Default or
terminate the rights and powers of the Servicer under the Sale and Servicing
Agreement.


Section 3.10.                Negative
Covenants.


So long as any
Notes are Outstanding, the Issuer shall not:



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(a)           except as expressly permitted by this
Indenture or any other Transaction Document, sell, transfer, exchange or otherwise
dispose of the Indenture Collateral, unless directed to do so by the Trustee;


(b)           claim any credit on, or make any
deduction from the principal or interest payable in respect of, the Notes or,
in the case of the Class A-1A VFN Notes, the Class A-1A VFN Commitment Fee and
any Class A-1A VFN Increased Costs or Class A-1A VFN Breakage Costs (other
than, in each case, amounts properly withheld from such payments under the Code
or applicable state law), or assert any claim against any present or former Noteholder
(other than a Holder of a Class E Note) by reason of the payment of the taxes
levied or assessed upon any part of the Indenture Collateral;


(c)           permit the validity or effectiveness
of this Indenture to be impaired, or permit the lien of this Indenture to be
amended, hypothecated, subordinated, terminated or discharged, or permit any
Person to be released from any covenants or obligations with respect to the
Notes or under this Indenture except as may be expressly permitted hereby,
permit any lien, charge, excise, claim, security interest, mortgage or other
encumbrance (other than the Lien created by this Indenture or any other
Transaction Document) to be created on or extend to or otherwise arise upon or
encumber the Indenture Collateral or any part thereof or any interest therein
or the proceeds thereof or permit the Lien created by this Indenture not to
constitute a valid first priority security interest in the Indenture
Collateral;


(d)           except as permitted by the
Transaction Documents, dissolve or liquidate in whole or in part;


(e)           enter into any agreement which does
not contain non-petition and limited recourse provisions substantially to the
effect of Section 11.15 hereof and will not consent to any amendment or
waiver of such provisions;


(f)            create any subsidiaries;


(g)           make any payment or distribution with
respect to the Certificate other than as permitted under this Indenture and the
other Transaction Documents;


(h)           have any employees;


(i)            pay any dividends;


(j)            fail to correct any known misunderstanding
regarding the Issuer’s status as a separate entity; or


(k)           conduct any business in a name other
than “ARCC Commercial Loan Trust 2006”.



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Section 3.11.                Annual
Statement as to Compliance.


The Issuer will deliver
to the Trustee and the Rating Agencies, within 90 days after the end of each
calendar year (commencing with the calendar year ending 2006), an Officer’s
Certificate stating, as to the Person signing such Officer’s Certificate, that:


(a)           a review of the activities of the
Issuer during such year and of its performance under this Indenture has been
made under such Person’s supervision or direction; and


(b)           to the best of such Person’s knowledge,
based on such review, the Issuer has complied with all conditions and covenants
under this Indenture throughout such year, or, if there has been such a default
in its compliance with any such condition or covenant, specifying each such
default known to such Person and the nature and status thereof.


Section 3.12.                [Reserved].


Section 3.13.                Representations
and Warranties Concerning the Loans.


The Issuer has pledged to
the Trustee for the benefit of the Noteholders all of its rights under the Loan
Sale Agreement and the Sale and Servicing Agreement (except for the Excluded
Property) and the Trustee has the benefit of the representations and warranties
made by the Originator and the Trust Depositor in such documents concerning the
Loans transferred into the Loan Assets and the right to enforce any remedy
against the Originator and the Trust Depositor provided in the Loan Sale
Agreement and the Sale and Servicing Agreement, to the same extent as though
such representations and warranties were made directly to the Trustee.


Section 3.14.                Trustee’s
Review of Loan Files.


The Trustee agrees, for the benefit of the
Noteholders, to review the Loan Files as provided in Section 2.10 of the Sale
and Servicing Agreement.


Section 3.15.                Indenture
Collateral; Related Documents.


(a)           When instructed in writing to do so
by the Issuer or the Servicer, the Trustee shall execute instruments to release
property from the lien of this Indenture, or convey the Trustee’s interest in
the same, in a manner and under circumstances which are not inconsistent with
the provisions of this Indenture or the Sale and Servicing Agreement.  No party relying upon an instrument executed
by the Trustee as provided in this Article III shall be bound to
ascertain the Trustee’s authority, inquire into the satisfaction of any
conditions precedent or see to the application of any moneys.


(b)           In order to facilitate the servicing
of the Loans, the Trustee and the Issuer authorize the Servicer in the name and
on behalf of the Trustee and the Issuer, to perform their respective duties and
obligations under the Sale and Servicing Agreement and the rights of the
Trustee pursuant to the third sentence of Section 8.01 and the Trustee
agrees to perform its express obligations under the Sale and Servicing
Agreement in accordance with the terms thereof.



 21
 






 



(c)           The Trustee shall, at such time as
the Outstanding Principal Balance of the Notes has been reduced to zero,
release all of the Indenture Collateral to the Issuer (other than any cash held
for the payment of the Notes or pursuant to Sections 3.03 or 4.06),
subject, however, to the rights of the Trustee under Section 6.07.


Section 3.16.                Amendments
to Sale and Servicing Agreement.


The Trustee may enter
into any amendment or supplement to the Sale and Servicing Agreement only in
accordance with Section 13.01 of the Sale and Servicing Agreement.  The Trustee may, in its reasonable
discretion, decline to enter into or consent to any such supplement or
amendment if its own rights, duties or immunities shall be adversely affected
in any material respect.


Section 3.17.                [Reserved].


Section 3.18.                Investment
Company Act.


The Issuer shall not and
the Trustee shall not knowingly take any action that would cause the Issuer or
the pool of Collateral to be required to register as an “investment company”
under the Investment Company Act of 1940, as amended (or any successor or
amendatory statute).


Section 3.19.                Issuer
May Consolidate, etc., Only on Certain Terms.


(a)           The Issuer shall not consolidate or
merge with or into any other Person, unless:


(i)            the Person (if other than the Issuer)
formed by or surviving such consolidation or merger shall be a Person organized
and existing under the laws of the United States or any state or the District
of Columbia and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee and in form satisfactory to the Trustee,
the due and punctual payment of the principal of and interest on all Notes, all
amounts payable under and in the case of the Class A-1A VFN Notes, the Class
A-1A VFN Commitment Fee, and the performance or observance of every agreement
and covenant of this Indenture, the Trust Certificates and each other
Transaction Document on the part of the Issuer to be performed or observed, all
as provided herein and therein;


(ii)           immediately
after giving effect to such transaction, no Default or Event of Default shall
have occurred and be continuing;


(iii)          prior
written notice of the transaction has been provided to Moody’s, and S&P
shall have notified the Trust Depositor and the Trustee in writing that such
transaction will not result in a Ratings Effect;


(iv)          the
Issuer shall have received an Opinion of Counsel (and shall have delivered
copies thereof to the Trustee on which the Trustee shall be entitled to rely)
to the effect that such transaction will not have any material adverse tax
consequence or other adverse regulatory consequences to the Issuer, any
Noteholder, or any Certificateholder;



 22
 






 



(v)           any action that is necessary to
maintain the lien and security interest created by this Indenture shall have
been taken (as evidenced by an Opinion of Counsel); and


(vi)          the
Issuer shall have delivered to the Trustee an Officers’ Certificate and Opinion
of Counsel (which may conclusively rely on the Officers’ Certificate with
respect to Sections 3.19(a)(ii) and 3.19(a)(iii) above and as to
the taking of any action required by such Opinion of Counsel as it relates to Section
3.9(a)(v) above) each stating that such consolidation or merger comply with
this Section 3.19 and that all conditions precedent herein provided for
relating to such transaction have been complied with.


(b)           Except as otherwise permitted
hereunder or under the Transaction Documents, the Issuer shall not convey or
transfer all or substantially all of its properties or assets, including those
included in the Indenture Collateral, to any Person, unless:


(i)            the Person that acquires by
conveyance or transfer the properties and assets of the Issuer the conveyance
or transfer of which is hereby restricted (A) shall be a United States citizen
or a Person organized and existing under the laws of the United States or any
state, (B) expressly assumes, by an indenture supplemental hereto, executed and
delivered to the Trustee and in form and substance reasonably satisfactory to
the Trustee, the due and punctual payment of the principal of and interest on
all Notes, the amounts payable under and, in the case of the Class A-1A VFN
Notes, the Class A-1A VFN Commitment Fee, and the performance of each other
Transaction Document, and the performance or observance of every agreement and
covenant of this Indenture and on the part of the Issuer to be performed or
observed, all as provided herein, (C) expressly agrees by means of such
supplemental indenture that all right, title and interest so conveyed or
transferred shall be subject and subordinate to the rights of the Holders of
the Notes, unless otherwise provided in such supplemental indenture, and (D)
expressly agrees to indemnify, defend and hold harmless the Issuer against and
from any loss, liability or expense arising under or related to this Indenture
and the Notes arising from such conveyance or transfer;


(ii)           immediately
after giving effect to such transaction, no Default or Event of Default shall have
occurred and be continuing;


(iii)         
prior written notice of the transaction has been provided to Moody’s and
S&P shall have notified the Trust Depositor and the Trustee in writing that
such transaction will not result in a Ratings Effect;


(iv)         
the Issuer shall have received an Opinion of Counsel (and shall have delivered
copies thereof to the Trustee on which the Trustee shall be entitled to reply)
to the effect that such transaction will not have any material adverse tax
consequence or other adverse regulatory consequences to the Issuer, any
Noteholder, and any Certificateholder;


(v)           any
action that is necessary to maintain the lien and security interest created by
this Indenture shall have been taken; and



 23
 






 



(vi) the Issuer shall have delivered to the Trustee an
Officers’ Certificate and Opinion of Counsel (which may conclusively rely on a
certificate of the transferee as to the transferor’s citizenship, if
applicable, and on the Officer’s Certificate with respect to Sections
3.19(b)(ii) and 3.19(b)(iii) above and to the taking of any action
required by such Opinion of Counsel as it relates to Section 3.19(b)(v)
above) each stating that such conveyance or transfer, and such supplemental
indenture, comply with this Section 3.19 and that all conditions precedent
herein provided for relating to such transaction have been complied with.


Section 3.20.                Successor
or Transferee.


(a)           Upon any consolidation or merger of
the Issuer in accordance with Section 3.19(a), the Person formed by or
surviving such consolidation or merger (if other than the Issuer) shall succeed
to, and be substituted for, and may exercise every right and power of, the
Issuer under this Indenture with the same effect as if such Person had been
named as the Issuer herein.


(b)           Upon a conveyance or transfer of all
or substantially all of the assets and properties of the Issuer pursuant to Section
3.19(b), the Issuer will be released from every covenant and agreement of
this Indenture to be observed or performed on the part of the Issuer with respect
to the Notes or immediately upon the delivery of written notice to the Trustee
and the Class A-1A VFN Agent stating that the Issuer is to be so released.


Section 3.21.                No
Other Business.


The Issuer shall not
engage in any business other than financing, purchasing, owning, selling,
managing and enforcing the Loans in the manner contemplated by this Indenture
and the Transaction Documents, issuing the Notes and the Trust Certificate,
entering into and performing its obligations under the Transaction Documents
and as otherwise expressly permitted in the Trust Agreement.


Section 3.22.                No
Borrowing; Use of Proceeds.


The Issuer shall not
issue, incur, assume, guarantee or otherwise become liable, directly or
indirectly, for any indebtedness except for the Notes and any other
indebtedness permitted by the Transaction Documents.  The proceeds from the initial sale of the
Notes and the Trust Certificate shall be used exclusively to fund the Issuer’s
purchase of the Loans and other assets specified in the Sale and Servicing
Agreement and to pay the organizational and transactional expenses of the
Issuer.


Section 3.23.                Guarantees,
Loans, Advances and Other Liabilities.


Except as contemplated by
this Indenture or the other Transaction Documents, the Issuer shall not make
any loan or advance or credit to, or guarantee (directly or indirectly or by an
instrument having the effect of assuring another’s payment or performance on
any obligation or capability of so doing or otherwise), endorse or otherwise
become contingently liable, directly or indirectly, in connection with the
obligations, stocks or dividends of, or own, purchase,



 24
 






 



repurchase or acquire (or agree contingently to do so)
any stock, obligations, assets or securities of, or any other interest in, or
make any capital contribution to, any other Person.


Section 3.24.                Capital
Expenditures.


The Issuer shall not make
any expenditure (by long-term or operating lease or otherwise) for capital
assets (either realty or personalty), unless otherwise permitted by the Transaction
Documents.


Section 3.25.                Representations
and Warranties of the Issuer.


The Issuer represents and warrants as of the date
hereof and as of the date of any Subsequent Transfer Agreement, as follows:


(a)           Power and Authority.  It has full power, authority and legal right
to execute, deliver and perform its obligations as Issuer under this Indenture
and the Notes (the foregoing documents, the “Issuer Documents”) and under each
of the other Transaction Documents to which the Issuer is a party.


(b)           Due Authorization and Binding
Obligation.  The execution and
delivery of the Issuer Documents and the Transaction Documents to which the
Issuer is a party, and the consummation of the transactions provided for
therein have been duly authorized by all necessary action on its part.  Each of the Issuer Documents and the other
Transaction Documents to which the Issuer is a party constitutes the legal,
valid and binding obligation of the Issuer and is enforceable in accordance
with its terms, except as enforcement of such terms may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors’
rights generally and by the availability of equitable remedies.


(c)           No Conflict.  The execution and delivery of the Issuer
Documents and the other Transaction Documents to which the Issuer is a party,
the performance of the transactions contemplated thereby and the fulfillment of
the terms thereof will not conflict with, result in any breach of any of the
materials terms and provisions of, or constitute (with or without notice or
lapse of time or both) a default under, any indenture, contract, agreement,
mortgage, deed of trust, or other instrument to which the Issuer is a party or
by which it or any of its property is bound.


(d)           No Violation.  The execution and delivery of the Issuer
Documents and the other Transaction Documents to which the Issuer is a party,
the performance of the transactions contemplated thereby and the fulfillment of
the terms thereof will not conflict with or violate, in any material respect,
any Applicable Law.


(e)           All Consents Required.  All approvals, authorizations, consents,
orders or other actions of any Person or any Governmental Authority required in
connection with the execution and delivery of the Issuer Documents and the
other Transaction Documents to which the Issuer is a party, the performance of
the transactions contemplated thereby and the fulfillment of the terms thereof
have been obtained.



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(f)            No Proceedings.  No litigation or administrative proceeding of
or before any court, tribunal or governmental body is currently pending, or to
the knowledge of the Issuer, threatened, against the Issuer or any of its
respective properties or with respect to the Issuer Documents or any other
Transaction Document to which the Issuer is a party that, if adversely
determined, would have a Material Adverse Effect.


(g)           Organization and Good Standing.  The Issuer is a statutory trust duly
organized, validly existing and in good standing under the laws of Delaware and
has the requisite power to own its assets and to transact the business in which
it is currently engaged, and had at all relevant times, and now has, all
necessary power, authority and legal right under its organizational documents
and under Applicable Law to acquire, own and pledge the Indenture Collateral.


(h)           1940 Act.  The Issuer is not an “investment company”
within the meaning of the Investment Company Act of 1940, as amended.


(i)            Location.  The Issuer is located (within the meaning of
Article 9 of the UCC) in Delaware.  The
Issuer agrees that it will not change its location (within the meaning of
Article 9 of the UCC) without at least 30 days prior written notice to the
Originator, the Servicer, the Trustee, the Class A-1A VFN Agent and the Rating
Agencies.


(j)            Security Interest in Collateral.


(i)            This Indenture creates a valid,
continuing and enforceable security interest (as defined in the applicable UCC)
in the Indenture Collateral in favor of the Trustee, which security interest is
prior to all other Liens (except for Permitted Liens), and is enforceable as
such against creditors of and purchasers from the Issuer;


(ii)           such Indenture Collateral constitutes
either a “general intangible,” an “instrument,” an “account,” “investment
property,” or “chattel paper,” within the meaning of the applicable UCC;


(iii)          the
Issuer owns and has good and marketable title to such Indenture Collateral free
and clear of any Lien (other than Permitted Liens), claim or encumbrance of any
Person;


(iv)          the
Issuer has received all consents and approvals required by the terms of the
Indenture Collateral to the pledge of the Indenture Collateral hereunder to the
Trustee;


(v)           the Issuer has caused the filing of
all appropriate Financing Statements in the proper filing office in the
appropriate jurisdictions under Applicable Law in order to perfect the security
interest in such Indenture Collateral granted to the Trustee under this
Indenture;


(vi)          other
than the security interest granted by the Issuer pursuant to this Indenture, the
Issuer has not pledged, assigned, sold, granted a security interest in or
otherwise conveyed any of such Indenture Collateral.  The Issuer has not authorized the filing of
and is not aware of any Financing Statements against the Issuer that include a



 26
 






 



description
of collateral covering such Indenture Collateral other than any Financing
Statement (A) relating to the security interest granted by the Issuer under
this Indenture, or (B) that has been terminated.  The Issuer is not aware of the filing of any judgment
or tax Lien filings against the Issuer;


(vii)         all
original executed copies of each Underlying Note and copies of each Loan
Register, as applicable that constitute or evidence the Indenture Collateral
have been delivered to and are in the possession of the Trustee;


(viii)        other
than in the case of Noteless Loans, the Issuer has received a written
acknowledgment from the Trustee that the Trustee or its bailee is holding the
Underlying Notes that constitute or evidence the Indenture Collateral solely on
behalf of and for the benefit of the Securityholders; and


(ix)           none
of the Underlying Notes that constitute or evidence the Indenture Collateral
has any marks or notations indicating that they have been pledged, assigned or
otherwise conveyed to any Person other than the Issuer and the Trustee;


provided that, the
foregoing Sections 3.25(j)(ii) and 3.25(j)(iii) shall not be
applicable to any Participated Loans prior to the Deferred Assignment Effective
Date and shall not be applicable to Qualified Participated Loans.


The representations and
warranties in Section 3.25(j) shall survive the termination of this
Agreement and such representations and warranties may not be amended or waived
by any party hereto without satisfaction of the Rating Agency Condition with
respect thereto.


Section 3.26.                Restricted
Payments.


The Issuer shall not,
directly or indirectly, (a) pay any dividend or make any distribution (by
reduction of capital or otherwise), whether in cash, property, securities or a
combination thereof, to the Owner Trustee or any owner of a beneficial interest
in the Issuer or otherwise with respect to any ownership or equity interest or
security in or of the Issuer, (b) redeem, purchase, retire or otherwise acquire
for value any such ownership or equity interest or security or (c) set aside or
otherwise segregate any amounts for any such purpose; provided that the Issuer may make, or
cause to be made, (i) distributions to the Owner Trustee, the Trust Depositor
and the Certificateholders as contemplated by, and to the extent funds are
available for such purpose under the Trust Agreement and the Sale and Servicing
Agreement, (ii) payments to the Servicer and/or Trust Depositor pursuant to the
terms of the Sale and Servicing Agreement or the other Transaction Documents,
(iii) payments to the Trustee pursuant to terms of the Sale and Servicing
Agreement and (iv) distributions of Loans which have been released from the
lien of this Indenture pursuant to Sections 2.04, 2.05 and 2.09 of the Sale and
Servicing Agreement.  The Issuer will
not, directly or indirectly, make payments to or distributions from the Note
Distribution Account except in accordance with this Indenture and the
Transaction Documents.


Section 3.27.                Notice
of Events of Default, Amendments and Waivers.


Promptly upon a Responsible Officer having actual
knowledge thereof, the Issuer shall give the Trustee and the Rating Agencies
prompt written notice of each Event of Default



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hereunder and under the Trust Agreement and of each
Servicer Default under the Sale and Servicing Agreement and of any default or
breach of any Transaction Document and of any other amendment or waiver of any
Transaction Document.


Section 3.28.                Further
Instruments and Acts.


Upon request of the
Trustee, the Issuer will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture (provided nothing herein shall be
deemed to impose an obligation on the Trustee to so request).


Section 3.29.                Statements
to Noteholders.


The Trustee shall
forward, upon written request therefore, to each Noteholder and each other
Person entitled thereto the documents and other materials delivered to it
pursuant to Article IX of the Sale and Servicing Agreement for distributions to
such Persons.  In addition, the Trustee
may make available to the Noteholders, the parties to the Transaction Documents
and the Rating Agencies, via the Trustee’s Internet website, each Quarterly
Report and, with the consent or at the direction of the Trust Depositor, such
other information regarding the Notes and/or the Loans as the Trustee may have
in its possession, but only with the use of a password provided by the Trustee;
provided the Trustee shall have
no obligation to provide such information described in this Section 3.29
until it has received the requisite information from the Trust Depositor or the
Servicer.  The Trustee will make no
representation or warranties as to the accuracy or completeness of such
documents and will assume no responsibility therefor.


The Trustee’s Internet
website shall be initially located at “http://trustinvestorreporting.usbank.com”
or at such other address as shall be specified by the Trustee from time to time
in writing to the Noteholders, the parties to the Transaction Documents and the
Rating Agencies.  In connection with
providing access to the Trustee’s Internet website, the Trustee may require
registration and the acceptance of a disclaimer.  The Trustee shall not be liable for the dissemination
of information in accordance with this Agreement.


Section 3.30.                Grant
of Additional Loans and Substitute Loans.


In consideration of the
delivery on each Cut-Off Date pursuant to and in accordance with the terms of
Section 2.04 or Section 2.06, as applicable, of the Sale and Servicing
Agreement, the Issuer grants to the Trustee a security interest in all of its
right, title and interest in the Loans transferred on such Cut-Off Date and
simultaneously with the transfer of the Additional Loans or Substitute Loans,
as applicable, to the extent of the availability thereof, the Issuer will cause
the related Loan File to be delivered to the Trustee.


Section
3.31.                Determination of
LIBOR; Note Interest Rate; Interest Distributable.


Until the Outstanding
Principal Balance of each Class of Notes has been reduced to zero, the Trustee
shall determine LIBOR for each Interest Period as provided in Section 7.06 of
the Sale and Servicing Agreement, and based upon such determination of LIBOR,
the Trustee shall calculate the Class A-1A Note Interest Rate, the Class A-1A
VFN Note Interest Rate, the Class



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A-1B Note Interest Rate, the Class A-2A Note Interest
Rate, the Class A-2B Note Interest Rate, the Class B Note Interest Rate, the
Class C Note Interest Rate, and the Class D Note Interest Rate for such
Interest Period, and shall inform the Issuer, the Trust Depositor and the
Servicer at their respective email addresses given to the Trustee in writing
thereof.  Any such determination by the
Trustee of the amount of interest distributable on the Class A-1A Notes, the
Class A-1A VFN Notes, the Class A-1B Notes, the Class A-2A Notes, the Class
A-2B Notes, the Class B Notes, the Class C Notes and the Class D Notes shall be
binding on the parties absent manifest error.


Section 3.32.                Reserved.


Section 3.33.                Reserved.


Section 3.34.                Maintenance
of Listing.


So long as any of the
Listed Notes remain Outstanding, the Issuer shall use all commercially
reasonable efforts to maintain the listing of such Listed Notes on the Irish
Stock Exchange.  If, despite such
efforts, such listing cannot be maintained, the Issuer shall instead use
reasonable efforts to promptly obtain and thereafter maintain a listing of such
Listed Notes on any other stock exchange located within a member country of the
European Union.


ARTICLE
IV

THE NOTES; SATISFACTION AND DISCHARGE OF
INDENTURE


Section 4.01.                The
Notes.


Certain of the Class A-1A
Notes, the Class A-1B Notes, the Class A-2A Notes, the Class A-2B Notes, the
Class B Notes and the Class C Notes shall be registered initially in the name
of Cede & Co.  Beneficial Owners will
hold interests in the Class A-1A Notes, the Class A-1B Notes, the Class A-2A
Notes, the Class A-2B Notes, the Class B Notes and the Class C Notes through
the book-entry facilities of DTC. 
Subject to Sections 4.02(b), 4.02(p), 4.02(q) and 4.02(r),
the Class A-1A Notes, the Class A-1A VFN Notes, the Class A-1B Notes, the Class
A-2A Notes, the Class A-2B Notes, the Class B Notes, the Class C Notes, the
Class D Notes and the Class E Notes shall be issued in such names and
denominations as may be set forth on an Issuer Order delivered to the
Trustee.  The Class A-1A VFN Notes and
the Class E Notes will only be issued in the form of Definitive Notes, as set
forth in Section 2.01(d).  The
Class D Notes shall initially be issued in the form of Definitive Notes, as set
forth in Section 2.01(c).


The Notes shall, on
original issue, be executed on behalf of the Issuer by the Owner Trustee, not
in its individual capacity but solely as Owner Trustee, authenticated by the
Note Registrar and delivered by the Trustee to or upon the order of the Issuer.


Section 4.02.                Registration
of Transfer and Exchange of Notes.


(a)           The Trustee shall cause to be kept a
Note Register (the “Note Register”) in which, subject to such reasonable
regulations as it may prescribe, the Issuer shall provide for the registration
of Notes and the registration of transfers and exchanges of Notes as herein
provided.  The Trustee shall be “Note
Registrar” for the purpose of registering Notes and transfers of Notes



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as herein provided. 
The Note Register shall contain the name, remittance instructions, Class
of each Noteholder, as well as the Series and the number in the Series.


(b)           Each Class of Notes shall be issued in
minimum denominations of $250,000 initial principal amount and integral
multiples of $1,000 in excess thereof, except that one Note of each Class may
be in a different denomination so that the sum of the denominations of all
outstanding Notes of such Class shall equal the applicable Initial Class A-1A
Principal Balance, the Initial Class A-1A VFN Principal Balance (treating the
Class A-1A VFN Notes as fully drawn to the extent of the Class A-1A VFN
Commitments for purposes of this determination), the Initial Class A-1B
Principal Balance, the Initial Class A-2A Principal Balance, the Initial Class
A-2B Principal Balance, the Initial Class B Principal Balance, the Initial
Class C Principal Balance, the Initial Class D Principal Balance, and the
Initial Class E Principal Balance, respectively.  On the Closing Date and pursuant to an Issuer
Order, the Trustee will execute and authenticate (i) one or more Global Notes
and/or (ii) Definitive Notes all in an aggregate principal amount that shall
equal the Initial Class A-1A Principal Balance, the applicable Initial Class
A-1A VFN Principal Balance, the Initial Class A-1B Principal Balance, the
Initial Class A-2A Principal Balance, the Initial Class A-2B Principal Balance,
the Initial Class B Principal Balance, the applicable Initial Class C Principal
Balance, the Initial Class D Principal Balance, and the Initial Class E
Principal Balance, as applicable.


(c)           The Global Notes (i) shall be
delivered by the Issuer to DTC or, pursuant to DTC’s instructions, shall be
delivered by the Issuer on behalf of DTC to and deposited with the DTC
Custodian, and in each case shall be registered in the name of Cede & Co.
and (ii) with respect to the Rule 144A Global Notes, shall bear a legend
substantially to the following effect:


“Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”),
to the Note Registrar or its agent for registration of transfer, exchange or
payment, and any Note issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.”


The Global Notes may be
deposited with such other depository as the Issuer may from time to time
designate, and shall bear such legend as may be appropriate; provided that such successor depository
maintains a book-entry system that qualifies to be treated as “registered form”
under Section 163(f)(3) of the Code.


The Issuer and the Trustee are hereby authorized to
execute and deliver a Letter of Representations with DTC relating to the Notes.


(d)           With respect to Notes registered in
the Note Register in the name of Cede & Co., as nominee of DTC, the Issuer,
the Servicer, the Owner Trustee (as such and in its individual



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capacity) and the Trustee shall have no responsibility
or obligation to Direct Participants or Indirect Participants or Beneficial
Owners for which DTC holds Notes from time to time as a Depository.  Without limiting the immediately preceding
sentence, the Issuer, the Servicer, the Owner Trustee, (as such and in its
individual capacity), and the Trustee shall have no responsibility or
obligation with respect to (i) the accuracy of the records of DTC, Cede &
Co., or any Direct Participants or Indirect Participant with respect to the
ownership interest in the Notes, (ii) the delivery to any Direct Participants
or Indirect Participant or any other Person, other than a registered Holder of
a Note, (iii) the payment to any Direct Participants or Indirect Participant or
any other Person, other than a registered Holder of a Note as shown in the Note
Register, of any amount with respect to any distribution of principal or
interest on the Notes or (iv) the making of book-entry transfers among
Participants of DTC with respect to Notes registered in the Note Register in
the name of the nominee of DTC.  No
Person other than a registered Holder of a Note as shown in the Note Register
shall receive a certificate evidencing such Note.


(e)           Upon delivery by DTC to the Trustee of
written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions hereof with
respect to the payment of distributions by the mailing of checks or drafts to
the registered Holders of Notes appearing as registered Owners in the Note
Register on a Record Date, the name “Cede & Co.” in this Indenture shall
refer to such new nominee of DTC.


(f)            In the event that (i)(A) DTC notifies
the Trustee in writing that DTC is no longer willing or able to discharge
properly its responsibilities as nominee and depositary with respect to the
Global Notes and (B) a successor depositary operating a global book-entry
system, as may be acceptable to the Servicer, is not appointed within 90 days,
(ii)(A) DTC ceases to be registered as a clearing agency under the Exchange Act
and (B) a successor depositary operating a global book-entry system, as may be
acceptable to the Servicer, is not appointed within 90 days or (iii) the
Issuer, at its option, notifies the Trustee that it elects to terminate the
book-entry system through DTC, the Global Notes shall no longer be restricted
to being registered in the Note Register in the name of Cede & Co. (or a
successor nominee) as nominee of DTC.  At
that time, upon surrender to the Note Registrar of the Global Notes by DTC,
accompanied by the registration instructions from DTC for registration, the
Trustee shall at the Servicer’s expense authenticate Definitive Notes.  Neither the Servicer nor the Trustee shall be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be protected in relying on, such instructions.  Upon the issuance of Definitive Notes, the
Trustee, the Note Registrar, the Servicer, any Paying Agent, the Class A-1A VFN
Agent and the Issuer shall recognize the Holders of the Definitive Notes as
Noteholders hereunder.  If an event
specified in (i)(A) or (ii)(A) above occurs, and a successor depositary
operating a global book-entry system acceptable to the Servicer is appointed
within 90 days thereafter, the Global Notes shall no longer be restricted to
being registered in the Note Register in the name of Cede & Co. (or a
successor nominee) as nominee of DTC, and shall be registered in the name of,
and deposited with, such successor depository or such depository’s agent or
designee.


(g)           Notwithstanding any other provision of
this Agreement to the contrary, so long as any Global Notes are registered in
the name of Cede & Co., as nominee of DTC, all distributions of principal
and interest on such Global Notes and all notices with respect to such Global
Notes shall be made and given, respectively, in the manner provided in the
Letter of Representations.



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(h)           Subject to the preceding paragraphs,
upon surrender for registration of transfer of any Note at the office of the
Note Registrar and, upon satisfaction of the conditions set forth below, the
Issuer shall execute in the name of the designated transferee or transferees, a
new Note or Notes of the same aggregate Percentage Interest and dated the date
of authentication by the Trustee.  The
Note Registrar shall notify the Issuer, the Servicer and the Trustee of any
such transfer.


(i)            At the option of the Noteholders,
subject to the provisions of this Indenture, Notes may be exchanged for other
Notes in authorized denominations of a like Class, upon surrender of the Notes
to be exchanged at such office.  Whenever
any Notes are so surrendered for exchange, the Issuer shall execute the Notes which
the Noteholder making the exchange is entitled to receive.  Every Note presented or surrendered for
transfer or exchange shall be accompanied by wiring instructions, if
applicable, in the form of Exhibit C. 
The preceding provisions of this Section 4.02 notwithstanding,
the Issuer shall not be required to make and the Note Registrar shall not
register transfers or exchanges of Notes called for repurchase or refinancing.


(j)            No service charge shall be made for
any transfer or exchange of Notes, but prior to transfer the Note Registrar may
require payment by the transferor of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or
exchange of Notes.


All Notes surrendered for
payment, transfer and exchange, repurchase or refinancing shall be marked
canceled by the Note Registrar and retained for one year and destroyed
thereafter.


(k)           By acceptance of a Definitive Note,
whether upon original issuance or subsequent transfer, each Holder of such a
Note acknowledges the restrictions on the transfer of such Note set forth in
the Securities Legend and agrees that it will transfer such a Note only as
provided herein.  In addition to the
provisions of Section 4.02(m) and 4.20(n), the following
restrictions shall apply with respect to the transfer and registration of
transfer of a Definitive Note to a transferee that takes delivery in the form
of a Definitive Note:


(i)            The Note Registrar shall register the
transfer of a Definitive Note if the requested transfer is being made to a
transferee who has provided the Note Registrar with a Rule 144A Certification
or to a transferee who is an Affiliate of the Originator in a transfer which
otherwise complies with Section 4.02(s); or


(ii)           The Note Registrar shall register the
transfer of any Definitive Note if (A) such transfer is made to a transferee
who is an Affiliate of the Originator and such transfer otherwise complies with
Section 4.02(s), or (B) (1) the transferor has advised the Note
Registrar in writing that the Note is being transferred to a Person that is an
Institutional Accredited Investor; and (2) prior to the transfer the transferee
furnishes to the Note Registrar a Transferee Letter; provided that,
if based upon an Opinion of Counsel to the effect that the delivery of (1) and
(2) above are not sufficient to confirm that the proposed transfer is being
made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other applicable laws, the
Note Registrar may as a condition of the registration of any such



 32
 






 



transfer require
the transferor to furnish other certifications, legal opinions or other
information prior to registering the transfer of a Definitive Note.


(l)            Subject to Section 4.02(n), so
long as a Global Note remains outstanding and is held by or on behalf of DTC,
transfers of beneficial interests in the Global Note, or transfers by Holders
of Definitive Notes to transferees that take delivery in the form of beneficial
interests in the Global Note, may be made only in accordance with this Section
4.02(l) and in accordance with the rules of DTC.


(i)            Rule 144A Global Note to
Regulation S Global Note During the Distribution Compliance Period.  If, during the Distribution Compliance
Period, a Beneficial Owner of an interest in a Rule 144A Global Note wishes at
any time to transfer its beneficial interest in such Rule 144A Global Note to a
Person who wishes to take delivery thereof in the form of a beneficial interest
in a Regulation S Global Note, such Beneficial Owner may, in addition to
complying with all applicable rules and procedures of DTC and Clearstream or
Euroclear applicable to transfers by their respective participants (the “Applicable
Procedures”), transfer or cause the transfer of such beneficial interest
for an equivalent beneficial interest in the Regulation S Global Note only upon
compliance with the provisions of this Section 4.02(l)(i).  Upon receipt by the Note Registrar at its
Corporate Trust Office of (A) written instructions given in accordance with the
Applicable Procedures from a DTC Participant directing the Note Registrar to
credit or cause to be credited to another specified DTC Participant’s account a
beneficial interest in the Regulation S Global Note in an amount equal to the
denomination of the beneficial interest in the Rule 144A Global Note to be
transferred, (B) a written order given in accordance with the Applicable
Procedures containing information regarding the account of the DTC Participant
(and the Euroclear or Clearstream account, as the case may be) to be credited
with, and the account of the DTC Participant to be debited for, such beneficial
interest, and (C) a certificate in the form of Exhibit E hereto given by
the Beneficial Owner that is transferring such interest, the Note Registrar
shall instruct DTC to reduce the denomination of the Rule 144A Global Note by
the denomination of the beneficial interest in the Rule 144A Global Note to be
so transferred and, concurrently with such reduction, to increase the
denomination of the Regulation S Global Note by the denomination of the
beneficial interest in the Rule 144A Global Note to be so transferred, and to
credit or cause to be credited to the account of the Person specified in such
instructions (who shall be a DTC Participant acting for or on behalf of
Euroclear or Clearstream, or both, as the case may be) a beneficial interest in
the Regulation S Global Note having a denomination equal to the amount by which
the denomination of the Rule 144A Global Note was reduced upon such transfer.


(ii)           Rule 144A Global Note to Regulation
S Global Note After the Distribution Compliance Period.  If, after the Distribution Compliance Period,
a Beneficial Owner of an interest in a Rule 144A Global Note wishes at any time
to transfer its beneficial interest in such Rule 144A Global Note to a Person
who wishes to take delivery thereof in the form of a beneficial interest in a
Regulation S Global Note, such Holder may, in addition to complying with all
Applicable Procedures, transfer or cause the transfer of such beneficial
interest for an equivalent beneficial interest in a Regulation S Global Note
only upon compliance with the provisions of this



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Section 4.02(l)(ii).  Upon receipt by the Note Registrar at its
Corporate Trust Office of (A) written instructions given in accordance with the
Applicable Procedures from a DTC Participant directing the Note Registrar to
credit or cause to be credited to another specified DTC Participant’s account a
beneficial interest in the Regulation S Global Note in an amount equal to the
denomination of the beneficial interest in the Rule 144A Global Note to be
transferred, (B) a written order given in accordance with the Applicable
Procedures containing information regarding the account of the DTC Participant
(and, in the case of a transfer pursuant to and in accordance with Regulation
S, the Euroclear or Clearstream account, as the case may be) to be credited
with, and the account of the DTC Participant to be debited for, such beneficial
interest, and (C) a certificate in the form of Exhibit F hereto given by
the Beneficial Owner that is transferring such interest, the Note Registrar
shall instruct DTC to reduce the denomination of the Rule 144A Global Note by
the aggregate denomination of the beneficial interest in the Rule 144A Global
Note to be so transferred and, concurrently with such reduction, to increase
the denomination of the Regulation S Global Note by the aggregate denomination
of the beneficial interest in the Rule 144A Global Note to be so transferred,
and to credit or cause to be credited to the account of the Person specified in
such instructions (who shall be a DTC Participant acting for or on behalf of
Euroclear or Clearstream, or both, as the case may be) a beneficial interest in
the Regulation S Global Note having a denomination equal to the amount by which
the denomination of the Rule 144A Global Note was reduced upon such transfer.


(iii)          Regulation S Global Note to Rule
144A Global Note.  If the Beneficial
Owner of an interest in a Regulation S Global Note wishes at any time to
transfer its beneficial interest in such Regulation S Global Note to a Person
who wishes to take delivery thereof in the form of a beneficial interest in the
Rule 144A Global Note, such Holder may, in addition to complying with all
Applicable Procedures, transfer or cause the transfer of such beneficial
interest for an equivalent beneficial interest in the Rule 144A Global Note
only upon compliance with the provisions of this Section 4.02(l)(iii).  Upon receipt by the Note Registrar at its
Corporate Trust Office of (A) written instructions given in accordance with the
Applicable Procedures from a DTC Participant directing the Note Registrar to
credit or cause to be credited to another specified DTC Participant’s account a
beneficial interest in the Rule 144A Global Note in an amount equal to the
denomination of the beneficial interest in the Regulation S Global Note to be
transferred, (B) a written order given in accordance with the Applicable
Procedures containing information regarding the account of the DTC Participant
to be credited with, and the account of the DTC Participant (or, if such
account is held for Euroclear or Clearstream, the Euroclear or Clearstream
account, as the case may be) to be debited for such beneficial interest, and
(C) with respect to a transfer of a beneficial interest in the Regulation S
Global Note for a beneficial interest in the related Rule 144A Global Note (1)
during the Distribution Compliance Period, a certificate in the form of Exhibit
G hereto given by the Beneficial Owner, or (2) after the Distribution
Compliance Period, a Rule 144A Certification from the transferee of such
interest to the effect that such transferee is a Qualified Institutional Buyer,
the Note Registrar shall instruct DTC to reduce the denomination of the
Regulation S Global Note by the denomination of the beneficial interest in the
Regulation S Global Note to be transferred and, concurrently with such
reduction, to increase the denomination of the Rule 144A Global Note by the



 34
 






 



aggregate
denomination of the beneficial interest in the Regulation S Global Note to be
so transferred, and to credit or cause to be credited to the account of the
Person specified in such instructions (who shall be a DTC Participant acting
for or on behalf of Euroclear or Clearstream, or both, as the case may be) a
beneficial interest in the Rule 144A Global Note having a denomination equal to
the amount by which the denomination of the Regulation S Global Note was
reduced upon such transfer.


(iv)          Transfers
Within Regulation S Global Notes During Distribution Compliance Period.  If, during the Distribution Compliance
Period, the Beneficial Owner of an interest in a Regulation S Global Note
wishes at any time to transfer its beneficial interest in such Regulation S
Global Note to a Person who wishes to take delivery thereof in the form of a
Regulation S Global Note, such Beneficial Owner may transfer or cause the
transfer of such beneficial interest for an equivalent beneficial interest in
such Regulation S Global Note only upon compliance with the provisions of this Section
4.02(l)(iv) and all Applicable Procedures. 
Upon receipt by the Note Registrar at its Corporate Trust Office of (A)
written instructions given in accordance with the Applicable Procedures from a
DTC Participant directing the Note Registrar to credit or cause to be credited
to another specified DTC Participant’s account a beneficial interest in such
Regulation S Global Note in an amount equal to the denomination of the
beneficial interest to be transferred, (B) a written order given in accordance
with the Applicable Procedures containing information regarding the account of
the DTC Participant to be credited with, and the account of the DTC Participant
(or, if such account is held for Euroclear or Clearstream, the Euroclear or
Clearstream account, as the case may be) to be debited for, such beneficial
interest and (C) a certificate in the form of Exhibit H hereto given by
the transferor, the Note Registrar shall instruct DTC to credit or cause to be
credited to the account of the Person specified in such instructions (who shall
be a DTC Participant acting for or on behalf of Euroclear or Clearstream, or
both, as the case may be) a beneficial interest in the Regulation S Global Note
having a denomination equal to the amount specified in such instructions by
which the account to be debited was reduced upon such transfer.  The Note Registrar shall not be required to
monitor compliance by Beneficial Owners of the provisions of this Section
4.02(l)(iv).


(m)          Transfers of Interests in Global
Notes to Definitive Notes.  Any and
all transfers from a Global Note to a transferee wishing to take delivery in
the form of a Definitive Note will require the transferee to take delivery
subject to the restrictions on the transfer of such Definitive Note described
on the face of such Note, and such transferee agrees that it will transfer such
Definitive Note only as provided therein and herein.  No such transfer shall be made and the Note
Registrar shall not register any such transfer unless such transfer is made in
accordance with this Section 4.02(m) or is made to an Affiliate of the
Originator in a transfer which otherwise complies with Section 4.02(s).


(i)            Transfers of a beneficial interest
in a Global Note to a Person who is an Institutional Accredited Investor will
require delivery of such Note to the transferee in the form of a Definitive
Note and the Note Registrar shall register such transfer only if prior to the
transfer such transferee furnishes to the Note Registrar (A) a Transferee
Letter to the effect that the transfer is being made to an Institutional
Accredited Investor in accordance with an applicable exemption under the
Securities Act, and (B) an Opinion of



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Counsel acceptable
to the Trustee that such transfer is in compliance with the Securities Act.


(ii)           Transfers of a beneficial interest in
a Global Note to a Qualified Institutional Buyer or a Regulation S Investor
wishing to take delivery in the form of a Definitive Note will be registered by
the Note Registrar only upon compliance with the provisions of Section
4.02(l) and if the Note Registrar is provided with a Rule 144A
Certification or a Regulation S Transfer Certificate, as applicable.


(iii)          Notwithstanding
the foregoing, no transfer of a beneficial interest in a Temporary Regulation S
Global Note for one or more Definitive Notes pursuant to Sections 4.02(m)(i)
or 4.02(m)(ii) above shall be made prior to the expiration of the
Distribution Compliance Period and compliance with the certification
requirements of Rule 903(b)(3)(ii)(B) under the Securities Act, in accordance
with Section 2.01(b).


(iv)          Upon
acceptance for exchange or transfer of a beneficial interest in a Global Note
for a Definitive Note, as provided herein, the Note Registrar shall endorse on
the schedule affixed to the related Global Note Registrar (or on a continuation
of such schedule affixed to such Global Note Registrar and made a part thereof)
an appropriate notation evidencing the date of such exchange or transfer and a
decrease in the denomination of such Global Note Registrar equal to the
denomination of such Definitive Note Registrar issued in exchange therefor or
upon transfer thereof.  Unless determined
otherwise by the Company in accordance with applicable law, a Definitive Note
Registrar issued upon transfer of or exchange for a beneficial interest in the
Global Note Registrar shall bear the Securities Legend.


(n)           Transfers of Definitive Note to
the Global Notes.  If a Holder of a
Definitive Note wishes at any time to transfer such Note to a Person who wishes
to take delivery thereof in the form of a beneficial interest in the related
Regulation S Global Note or the related Rule 144A Global Note, such transfer
may be effected only in accordance with the Applicable Procedures, and this Section
4.02(n).  Upon receipt by the Note
Registrar at the Corporate Trust Office of (A) the Definitive Note to be
transferred with an instrument of assignment and transfer, (B) written
instructions given in accordance with the Applicable Procedures from a DTC
Participant directing the Note Registrar to credit or cause to be credited to
another specified DTC Participant’s account a beneficial interest in such
Regulation S Global Note or such Rule 144A Global Note, as the case may be, in
an amount equal to the denomination of the Definitive Note to be so
transferred, (C) a written order given in accordance with the Applicable
Procedures containing information regarding the account of the DTC Participant
(and, in the case of any transfer pursuant to Regulation S, the Euroclear or
Clearstream account, as the case may be) to be credited with such beneficial
interest, and (D) (1) if delivery is to be taken in the form of a beneficial
interest in the Regulation S Global Note, a certificate in the form of Exhibit
H hereto, given by the Beneficial Owner that is transferring such interest,
if delivery is to be taken in the form of a beneficial interest in the
Regulation S Global Note or (2) a Transferee Letter from the transferee to the
effect that such transferee is a Qualified Institutional Buyer, if delivery is
to be taken in the form of a beneficial interest in the Rule 144A Global Note,
the Note Registrar shall cancel such Definitive Note, execute and deliver a new
Definitive Note for that portion, if any, of the denomination of the Definitive
Note not so transferred, registered in the name of the Holder,



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and the Note Registrar shall instruct DTC to increase
the denomination of the Regulation S Global Note or the Rule 144A Global Note,
as the case may be, by the denomination of the Definitive Note to be so
transferred, and to credit or cause to be credited to the account of the Person
specified in such instructions (who, in the case of any increase in the
Regulation S Global Note during the Distribution Compliance Period, shall be a
DTC Participant acting for or on behalf of Euroclear or Clearstream, or both,
as the case may be) a corresponding denomination of the Rule 144A Global Note
or the Regulation S Global Note, as the case may be.


It is the intent of the
foregoing that under no circumstances may an Institutional Accredited Investor
that is not a Qualified Institutional Buyer take delivery in the form of a
beneficial interest in a Global Note and that no Class A-1A VFN Note shall be
issued other than in the form of a Definitive Note.


(o)           An exchange of a beneficial interest
in a Global Note for a Definitive Note or Notes, an exchange of a Definitive
Note or Notes for a beneficial interest in a Global Note and an exchange of a
Definitive Note or Notes for another Definitive Note or Notes (in each case,
whether or not such exchange is made in anticipation of subsequent transfer,
and in the case of the Global Notes, so long as the Global Notes remain
outstanding and are held by or on behalf of DTC), may be made only in accordance
with this Section 4.02 and in accordance with the rules of DTC and
Applicable Procedures.


(p)           (i)            Upon
acceptance for exchange or transfer of a Definitive Note for a beneficial
interest in the Global Note as provided herein, the Note Registrar shall cancel
such Definitive Note and shall (or shall request DTC to) endorse on the
schedule affixed to the applicable Global Note (or on a continuation of such
schedule affixed to the Global Note and made a part thereof) an appropriate
notation evidencing the date of such exchange or transfer and an increase in
the Note balance of the Global Note equal to the Note balance of such
Definitive Note exchanged or transferred therefor.


(ii)           Upon acceptance for exchange or
transfer of a beneficial interest in the Global Note for a Definitive Note as
provided herein, the Note Registrar shall (or shall request DTC to) endorse on
the schedule affixed to the Global Note (or on a continuation of such schedule
affixed to the Global Note and made a part thereof) an appropriate notation
evidencing the date of such exchange or transfer and a decrease in the Note
balance of the Global Note equal to the Note balance of such Definitive Note
issued in exchange therefor or upon transfer thereof.


(q)           The Securities Legend shall be placed
on any Definitive Note issued in exchange for or upon transfer of another
Definitive Note or of a beneficial interest in the Global Note.


(r)            Subject to the restrictions on
transfer and exchange set forth in this Section 4.02, the Holder of any
Definitive Note may transfer or exchange the same in whole or in part (in an
initial Note balance equal to the minimum authorized denomination of $250,000
or any integral multiple of $1,000 in excess thereof) by surrendering such Note
at the Corporate Trust Office of the Trustee, or at the office of any transfer
agent, together with an executed instrument of assignment and transfer
satisfactory in form and substance to the Note Registrar in the case of
transfer and a written request for exchange in the case of exchange.  The holder of a beneficial



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interest in a Global Note
may, subject to the rules and procedures of DTC, cause DTC (or its nominee) to
notify the Note Registrar in writing of a request for transfer or exchange of
such beneficial interest for a Definitive Note or Notes.  Following a proper request for transfer or
exchange, the Note Registrar shall, within five Business Days of such request
made at such Corporate Trust Office, cause the Trustee to authenticate and the
Note Registrar to deliver at such Corporate Trust Office, to the transferee (in
the case of transfer) or Holder (in the case of exchange) or send by first
class mail at the risk of the transferee (in the case of transfer) or Holder
(in the case of exchange) to such address as the transferee or holder, as
applicable, may request, a Definitive Note or Notes, as the case may require,
for a like aggregate Percentage Interest and in such authorized denomination or
denominations as may be requested.  The
presentation for transfer or exchange of any Definitive Note shall not be valid
unless made at the Corporate Trust Office by the registered Holder in person,
or by a duly authorized attorney-in-fact.


(s)           No transfer of any Note shall be made
unless such transfer is exempt from the registration requirements of the
Securities Act and any applicable securities and Blue Sky laws of any state or
other jurisdiction of the United States or is made in accordance with the
Securities Act and such laws.  No
transfer of any Note shall be made if such transfer would require the Issuer to
register as an “investment company” under the 1940 Act.  In the event of any such transfer, unless
such transfer is made in reliance upon Rule 144A under the Securities Act or
Regulation S under the Securities Act or is a transfer of Class E Notes, (i)
the Trustee may require a written Opinion of Counsel acceptable to and in form
and substance reasonably satisfactory to the Trustee that such transfer may be
made pursuant to an exemption, describing the applicable exemption and the
basis therefor, from said Act and laws or is being made pursuant to said Act
and laws, which Opinion of Counsel shall not be an expense of the Trustee, the
Issuer, or the Servicer and (ii) the Trustee shall require the transferee to
execute a Transferee Letter certifying to the Issuer and the Trustee the facts
surrounding such transfer, which Transferee Letter or certification shall not
be delivered at the expense of the Trustee, the Issuer or the Servicer.  The Holder of a Note desiring to effect such
transfer shall, and by accepting a Note and the benefits of this Indenture does
hereby agree to, indemnify the Trustee, the Issuer, the Servicer and the
Initial Purchaser against any liability that may result if the transfer is not
so exempt or is not made in accordance with such federal and state laws.  None of the Issuer, the Trustee, the
Servicer, the Trust Depositor or the Initial Purchaser intends or is obligated
to register or qualify any Note under the Securities Act or any state
securities laws.


(t)            No Class E Note may be acquired or
owned by any Person that is classified for U.S. federal income tax purposes as
a partnership, subchapter S corporation or grantor trust unless such Person
represents in writing that (i) the value of the Class E Notes proposed to be
transferred to such Person, together with the value of any Class E Notes and
Trust Certificates already held by such Person, will not constitute
substantially all of the value of the assets of such Person and (ii) such
Person is not part of any arrangement the principal purpose of which is to
cause the Class E Notes and Trust Certificates to be treated as owned by 100
persons or less within the meaning of Treas. Reg. § 1.7704-1(h)(1)(ii).


(u)           No Class E Note (or interest therein)
may be acquired by any Person unless such Person represents that it has not
acquired the Class E Notes pursuant to a trade on an “established securities
market” and agrees that it will not trade any Class Notes on an “established
securities



 38
 






 



market.” For this purpose, the term “established
securities market” includes any national securities exchange registered under
Section 6 of the Securities Exchange Act of 1934, as amended, or exempted from
registration because of the limited volume; any foreign securities exchange that,
under the laws of the jurisdiction where it is organized, satisfies regulatory
requirements that are analogous to the regulatory requirements imposed under
the Securities Exchange Act of 1934; any regional or local exchange; and any
interdealer quotation system that regularly disseminates firm buy and sell
quotations by identified brokers or dealers, by electronic means or otherwise.


(v)           Notwithstanding any other provision
of this Indenture to the contrary, on the Closing Date, the Trustee shall authenticate
in the name of, and deliver to, the Trust Depositor, the Class E Notes in the
form of a single Definitive Note in an aggregate principal amount equal to the
Initial Class E Principal Balance.  The
Holder of the Class E Notes shall initially be the Trust Depositor.  No transfer, sale, pledge or other
disposition of one or more Class E Notes (a “Transfer”) shall be made
unless simultaneously with the Transfer (i) a proportionate amount of Trust
Certificates are Transferred so that the Percentage Interest of the Trust
Certificates so Transferred equals the Percentage Interest of the Class E Notes
so Transferred, (ii) the Transfers of the Trust Certificates and Class E Notes
referred to herein are made to the same Person, and (iii) the Percentage Interest
of the Trust Certificates and Class E Notes, respectively, so Transferred is no
less than ten (10%) percent.


(w)          The Class E Notes may only be owned by
United States Persons (as defined in Section 7701(a)(30) of the Code) who are
also Qualified Institutional Buyers as defined in Rule 144A under the
Securities Act.


(x)            No Class A-1A Note, Class A-1B Note,
Class A-2A Note, Class A-2B Note, Class B Note, Class C Note or Class D Note
may be acquired directly or indirectly, by, for, on behalf of or with any assets
of an employee benefit plan as defined in Section 3(3) of ERISA that is subject
to Title I of ERISA, any plan described in and subject to Section 4975 of the
Code (collectively, a “Plan”) or any other plan or arrangement subject
to any federal, state, local, non-U.S. or other law substantively similar to
the foregoing provisions of ERISA or the Code (“Similar Law”) unless it
represents or is deemed to represent that its acquisition and holding of the
Class A-1A Note, Class A-1B Note, Class A-2A Note, Class A-2B Note, Class B
Note, Class C Note or (upon its transfer to a Person unaffiliated with Ares
Capital) Class D Note will not constitute or result in a non-exempt prohibited
transaction under Title I of ERISA or Section 4975 of the Code or a violation
of Similar Law.  No Class A-1A VFN Note
or Class E Note may be acquired directly or indirectly, by, for, on behalf of
or with any assets of any Plan.  Further,
no Class E Note may be acquired directly or indirectly, by, for, on behalf of
or with any assets of any plan that is not subject to Similar Law unless it
represents that its acquisition and holding of the Class E Note will not
constitute or result in a violation of Similar Law, which representation shall
be made in a certification from the transferee to the Trustee contained in a
Transferee Letter in the form of Exhibit D-2; in the case of a Note
other than a Definitive Note, the transferee shall be deemed to have made such
representation.


(y)           No Class E Note or Class A-1A VFN Note
in the form of a Definitive Note may be exchanged for an interest in a Global
Note.



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(z)            The Trustee, Note Registrar and
Certificate Registrar shall not be responsible for ascertaining whether any
transfer complies with, or otherwise to monitor or determine compliance with,
the requirements or terms of the Securities Act, applicable state securities
laws, ERISA, the Code or the Investment Company Act; except that if a transfer
certificate or opinion is specifically required by the terms of this Section
4.02 (or by the terms of the Trust Agreement, as applicable) to be provided
to the Trustee, Note Registrar or Certificate Registrar by a prospective
transferee or transferor, the Trustee, Note Registrar or Certificate Registrar,
as applicable, shall be under a duty to receive and examine the same to
determine whether it conforms substantially on its face to the applicable
requirements of this Section 4.02 (or Trust Agreement, as applicable).


(aa)         If, notwithstanding the restrictions
set forth in this Section 4.02, the Issuer determines that any Holder of
Rule 144A Note or a Definitive Note that is not either (i) a U.S. Person that
is either a Qualified Institutional Buyer or, in the case of Notes other than
the Class E Notes, an Accredited Investor or (ii) a non-U.S. Person, the Issuer
shall require, by notice to such Holder, that such Holder sell all of its
right, title and interest to such Note to a Person that is both either (w) a
U.S. Person that is either a Qualified Institutional Buyer or, in the case of
Notes other than the Class E Notes, an Accredited Investor or (x) a non-U.S.
Person, with such sale to be effected within 30 days after notice of such sale
requirement is given.  If such Holder
fails to effect the transfer required within such 30-day period, (1) the Issuer
or the Servicer, shall cause, and is hereby irrevocably authorized by such
Holder to cause, such interest in such Note to be transferred in a commercially
reasonable sale (conducted by the Servicer, or an investment banking firm
selected by the Issuer (whose fees are to be paid exclusively from the proceeds
of such sale) in accordance with Section 9-610(b) of the UCC as in effect in
the State of New York as applied to securities that are sold on a recognized
market or that may decline speedily in value) to a Person that certifies to the
Note Registrar, the Issuer and the Servicer, in connection with such transfer,
that such Person is both either (y) a U.S. Person that is either a Qualified
Institutional Buyer or, in the case of Notes other than the Class E Notes, an
Accredited Investor or (z) a non-U.S. Person and (2) pending such transfer, no
further payments will be made in respect of such Note, or beneficial interest
and such Note or beneficial interest shall not be deemed to be Outstanding for
the purpose of any vote or consent of the Noteholders.


(bb)         Each Noteholder that is not a United
States Person (as defined in Section 7701(a)(30) of the Code) will be required
to certify that it is not a “10-percent shareholder” (as defined in the Code)
with respect to the sole owner of the Issuer or its affiliates, and that it is
not a bank or a controlled foreign corporation for U.S. federal income tax
purposes; provided that each
Class E Noteholder must be a U.S. Person.


Section 4.03.                Mutilated,
Destroyed, Lost or Stolen Notes.


If (a) any mutilated Note
is surrendered to the Trustee, or the Trustee receives evidence to its
reasonable satisfaction of the destruction, loss or theft of any Note, and (b)
there is delivered to the Trustee such security or indemnity as may be required
by it to hold the Issuer and the Trustee harmless, then, in the absence of
notice to the Issuer, the Note Registrar or the Trustee that such Note has been
acquired by a protected purchaser, the Issuer shall execute, and upon its
request the Trustee shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided that if any such



 40














 


destroyed, lost or stolen Note, but not a mutilated
Note, shall have become or within seven days shall be due and payable, or shall
have been called for repurchase, instead of issuing a replacement Note, the
Issuer may pay such destroyed, lost or stolen Note when so due or payable or
upon the Repurchase Date without surrender thereof.  If, after the delivery of such replacement
Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to
the preceding sentence, a protected purchaser of the original Note in lieu of
which such replacement Note was issued presents for payment such original Note,
the Issuer and the Trustee shall be entitled to recover such replacement Note
(or such payment) from the Person to whom it was delivered or any Person taking
such replacement Note from such Person to whom such replacement Note was
delivered or any assignee of such Person, except a protected purchaser, and
shall be entitled to recover upon the security or indemnity provided therefor
to the extent of any loss, damage, cost or expense incurred by the Issuer or
the Trustee in connection therewith.


Upon the issuance of any
replacement Note under this Section 4.03, the Issuer may require the
payment by the Holder of such Note of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the fees and expenses of the Trustee) connected
therewith.


Every replacement Note
issued pursuant to this Section 4.03 in replacement of any mutilated,
destroyed, lost or stolen Note shall constitute an original additional
contractual obligation of the Issuer, whether or not the mutilated, destroyed,
lost or stolen Note shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Notes duly issued hereunder.


The provisions of this Section
4.03 are exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes.


Section
4.04.                Payment of
Principal and Interest and Class A-1A VFN Commitment Fee; Defaulted Interest. 


(a)           The Notes shall accrue interest during
each Interest Period and the Class A-1A VFN Commitment Fee will accrue in
accordance with the Class A-1A VFN Purchase Agreement, in each case on the
basis of the actual number of days elapsed during such Interest Period and a
year assumed to consist of 360 days.  Any
installment of interest, principal or Class A-1A VFN Commitment Fee, if any,
payable on any Note which is punctually paid or duly provided for by the Issuer
on the applicable Distribution Date shall be paid to the Person in whose name
such Note is registered on the Record Date, by check mailed first-class,
postage prepaid, to such Person’s address as it appears on the Note Register on
such Record Date, except that, unless Definitive Notes have been issued
pursuant to Section 4.02, with respect to Notes registered on the Record
Date in the name of the nominee of DTC (initially, such nominee to be Cede
& Co.), such payment will be made by wire transfer in immediately available
funds to the account designated by such Person and except for the final
installment of principal payable with respect to such Note on a Distribution
Date or on the Stated Maturity Date and except for the Repurchase Price or
Refinancing Price for any Note called for repurchase or refinancing pursuant to
Article X hereof which shall be payable as provided in Section 4.04(b)
and Article X



 41
 






 



hereof, as applicable. 
The funds represented by any such checks returned undelivered shall be
held in accordance with Section 3.03.


(b)           The principal of each Note shall be
payable in installments on each Distribution Date as provided in the Sale and
Servicing Agreement.  Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and
payable, if not previously paid, on the date on which an Event of Default shall
have occurred and be continuing, if the Trustee with the consent of the
Majority Noteholders has declared the Notes to be immediately due and payable
in the manner provided in Section 5.02. 
The aggregate principal amount of a Class A-1A VFN Note may from time to
time be increased or decreased by adjustments made on the records of the Class
A-1A VFN Agent in accordance with the Class A-1A VFN Purchase Agreement.  All principal payments among the Classes of
Notes shall be made in accordance with the Priority of Payments set forth
herein and in the Sale and Servicing Agreement, and all principal payments on
the Notes of the same Class shall be made pro
rata to the Noteholders of such Class.  The Trustee shall notify the Person in whose
name a Note is registered at the close of business on the Record Date preceding
the Distribution Date on which the Issuer expects that the final installment of
principal of and interest (and in the case of the Class A-1A VFN Notes, the
Class A-1A VFN Commitment Fee) on such Note will be paid; provided that the Issuer or Servicer shall
have provided the Trustee with timely notice of such expectation.  Such notice shall be mailed or transmitted by
facsimile prior to such final Distribution Date and shall specify that such
final installment will be payable only upon presentation and surrender of such
Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment. 
Notices in connection with the repurchase of Notes shall be mailed to Noteholders
as provided in Section 10.02.


(c)           For so long as the Notes of any Class
are listed on the Irish Stock Exchange and the rules of such exchange shall so
require, the Issuer will maintain a paying agent and transfer agent for such
securities in Ireland, and payments on and transfers or exchanges of interests
in such Notes (including partial interests therein) may be effected through
such paying and transfer agent (or any other paying and transfer agent); provided that all transfers and exchanges
must be effected in accordance with this Indenture.  In addition, for so long as the Notes of any
Class are listed on the Irish Stock Exchange and the rules of such exchange
shall so require, in the case of a transfer or exchange of a physical
instrument representing such security, a Holder thereof may obtain a new
physical instrument from the paying agent and transfer agent in Ireland in
accordance with this Indenture.


Section 4.05.                Tax
Treatment.


(a)           The Issuer has entered into this
Indenture, and the Notes will be issued, with the intention that, for federal,
state and local income, business and franchise tax purposes, (a) the Notes
(other than the Class E Notes) will qualify as indebtedness secured by the
Indenture Collateral and (b) the Issuer shall not be treated as an association,
taxable mortgage pool or publicly traded partnership taxable as a
corporation.  The Issuer, by entering
into this Indenture, and each Noteholder (other than the Class E Noteholders),
by the acceptance of any such Note (and each beneficial owner of a Note, by its
acceptance of an interest in the applicable Note), agree to treat such Notes
for federal, state and local income and franchise tax purposes as indebtedness
of the Issuer.  Each Holder of such Note
(other than the Class E Noteholders)



 42
 






 



agrees that it will cause any beneficial owner of such Note acquiring
an interest in a Note through it to comply with this Indenture as to treatment
of indebtedness under applicable tax law, as described in this Section 4.05.  The parties hereto agree that they shall not
cause or permit the making, as applicable, of any election under Treasury
Regulation Section 301.7701—3 whereby the Issuer or any portion thereof would
be treated as a corporation for federal income tax purposes and, except as
required by the terms of this Indenture or applicable law, shall not file tax
returns for the Issuer, but shall treat the Issuer as a disregarded entity for
federal income tax purposes (unless the Issuer is treated as a
partnership).  Further, the parties hereto
agree to comply with the transfer restrictions with respect to the Class E
Notes set forth in Section 3.31. The provisions of this Indenture shall
be construed in furtherance of the foregoing intended tax treatment.


(b)           It is the intent of the Trust
Depositor, the Servicer, the Class E Noteholders and the Certificateholders
that, (a) in the event that the Trust Certificate and the Class E Note are
owned by a single Holder, the Issuer will be treated as a disregarded entity
for federal income tax purposes, and such Holder, by acceptance of the Trust
Certificate and the Class E Notes, agrees to take no action inconsistent with
such treatment and (b) in the event that the Trust Certificate and/or the Class
E Notes are owned by more than one Holder, the Issuer will be treated as a
partnership for federal income tax purposes, the partners of which shall be the
Certificateholders and the Class E Noteholders, and each Certificateholder and
Class E Noteholder, by acceptance of a Trust Certificate and the Class E Notes,
respectively, shall agree to treat the Trust Certificate and the Class E Notes
as equity and to take no action inconsistent with such tax treatment.


(c)           The Issuer shall not be obligated to
pay any additional amounts to the Holders or beneficial owners of the Notes as
a result of any withholding or deduction for, or on account of, any present or
future taxes, duties, assessments or governmental charges.


Section 4.06.                Satisfaction
and Discharge of Indenture.


This Indenture shall
cease to be of further effect with respect to the Notes except with respect to
the following, which shall survive the satisfaction and discharge of this
Indenture:  (a) rights of registration of
transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen
Notes, (c) rights of Noteholders to receive payments of principal thereof and
interest thereon and, in the case of the Class A-1A VFN Notes, the Class A-1A
VFN Commitment Fee thereon, (d) Sections 3.03, 3.04, 3.06,
3.10, 3.19, 3.21, 3.22, 4.05, 6.07, 11.15
and the second sentence of 11.16 until the Notes are no longer
outstanding, (e) the rights, obligations and immunities of the Trustee
hereunder (including the rights of the Trustee under Section 6.07 and
the obligations of the Trustee under Section 4.07) and (f) the rights of
Noteholders as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them. 
The Trustee, on written demand of and at the expense of the Issuer,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture with respect to the Notes, when:


(i)            either


(1)           all Notes of such Series theretofore
authenticated and delivered (other than (i) Notes that have been destroyed,
lost or stolen and that have been replaced or



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paid as provided in Section 4.03 and (ii) Notes for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Issuer and thereafter repaid to the Issuer or discharged from such
trust, as provided in Section 3.03) have been delivered to the Trustee
for cancellation; or


(A)          all Notes not theretofore delivered to
the Trustee for cancellation


(i)            have become due and payable, or


(ii)           are to be called for repurchase within
one year under arrangements satisfactory to the Trustee for the giving of notice
of repurchase by the Trustee in the name, and at the expense, of the Issuer,


and
the Issuer, in the case of (2)(i) or (ii) above, has irrevocably deposited or
caused to be irrevocably deposited with the Trustee cash or direct obligations
of or obligations guaranteed by the United States of America (which will mature
prior to the date such amounts are payable), in trust for such purpose, in an
amount sufficient to pay and discharge the entire indebtedness on such Notes
not theretofore delivered to the Trustee for cancellation when due to the
Stated Maturity Date therefor, Repurchase Date or Refinancing Date (if Notes
shall have been called for repurchase or refinancing pursuant to Article X),
as the case may be; and


(ii)           the Issuer has delivered to the Trustee
an Officer’s Certificate meeting the applicable requirements of Section
11.01 and, subject to Section 11.01, stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of
this Indenture with respect to the Notes have been complied with.


Section 4.07.                Application
of Trust Money.


All moneys deposited with
the Trustee pursuant to Section 4.06 hereof shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent, as the
Trustee may determine, to the Holders of Notes for the payment or repurchase of
which such moneys have been deposited with the Trustee, of all sums due and to
become due thereon for principal and interest and, in the case of the Class
A-1A VFN Notes, the Class A-1A VFN Commitment Fee; but such moneys need not be
segregated from other funds except to the extent required herein or in the Sale
and Servicing Agreement or required by law.


Section 4.08.                Repayment
of Moneys Held by Paying Agent.


In connection with the
satisfaction and discharge of this Indenture with respect to the Notes, all
moneys then held by any Paying Agent other than the Trustee under the
provisions of this Indenture with respect to such Notes shall, upon demand of
the Issuer, be paid to the Trustee to be held and applied according to Section
3.05 and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.



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ARTICLE
V

REMEDIES


Section
5.01.        Events of Default.


Any one of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or governmental
body) shall constitute an “Event of Default”:


(a)           failure
to pay all accrued interest on any Distribution Date and such failure continues
unremedied for two Business Days (or, if such failure to pay occurs as a result
of administrative error on the part of the Trustee, such failure continues
unremedied for five or more Business Days after the Trustee receives written
notice of or has received actual knowledge of such administrative error or
omission);


(b)           failure
to reduce the Outstanding Principal Balance of the Offered Notes and the Class
D Notes to zero by the Stated Maturity Date;


(c)           failure
to pay the Repurchase Price to the Noteholders on the Repurchase Date inthe event
of an Optional Repurchase pursuant to Section 10.01, unless such
Optional Repurchase has been validly withdrawn in accordance with Section
10.01 and the Sale and Servicing Agreement (or if such failure to pay
occurs as a result of administrative error on the part of the Trustee, and such
failure continues unremedied for two Business Days);


(d)           failure
on the part of the Originator or the Trust Depositor to make any payment or
deposit required under the Sale and Servicing Agreement within two Business Days
after the date the payment or deposit is required to be made;


(e)           a
default in the observance or performance in any material respect of any covenant
or agreement of the Originator, the Trust Depositor or the Issuer made in the
Sale and Servicing Agreement or this Indenture, and such default has a Material
Adverse Effect on the Noteholders, which default (if susceptible to remedy)
continues unremedied for a period of 30 days after the first to occur of (i)
actual knowledge thereof by a Responsible Officer of the Originator or the
Trust Depositor or (ii) the delivery to the Issuer by the Trustee or to the
Issuer and the Trustee, by any Noteholder, a written notice specifying such
default and requiring it to be remedied and stating that such notice is a notice
of default hereunder;


(f)            any
representation, warranty, certification or written statement of the Originator,
the Trust Depositor or the Issuer in the Sale and Servicing Agreement or this
Indenture shall prove to have been incorrect in any material respect when made,
and such incorrect representation or warranty has a Material Adverse Effect on
the Noteholders, and the continuation of such default for a period of 30 days
after the first to occur of (i) actual knowledge thereof by a Responsible
Officer of the Originator or the Trust Depositor or (ii) the delivery to the
Issuer by the Trustee or to the Issuer and the Trustee, by any Noteholder, a
written notice specifying such incorrect representation or warranty and
requiring it to be remedied and stating that such notice is a notice of default
hereunder;



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(g)           the
filing of a decree or order for relief by a court having jurisdiction in the premises
in respect of the Trust Depositor, the Issuer or any substantial part of such
Person’s property in an involuntary case under any applicable federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, or the
appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Trust Depositor, the Issuer or for any
substantial part of such Person’s property, or an order for the winding up or
liquidation of the Trust Depositor’s or the Issuer’s affairs, and such decree
or order remains unstayed and in effect for a period of 30 consecutive days;


(h)           the
commencement by the Trust Depositor or the Issuer of a voluntary case under any
applicable federal or state bankruptcy, insolvency or other similar law now or
hereafter in effect, or the consent by the Trust Depositor or the Issuer to the
entry of an order for relief in an involuntary case under any such law, or the
consent by the Trust Depositor or the Issuer to the appointment or taking
possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official of the Trust Depositor or the Issuer or for any substantial
part of the assets of such Person, or the making by the Trust Depositor or the
Issuer of any general assignment for the benefit of creditors, or the failure
by the Trust Depositor or the Issuer generally to pay its debts as such debts
become due, or the taking of any action by the Trust Depositor or the Issuer in
furtherance of any of the foregoing;


(i)            the
Trustee, on behalf of the Noteholders, shall fail to have a valid and perfected
first priority security interest in the Indenture Collateral except as
otherwise expressly permitted to be released in accordance with the applicable
Transaction Document, and such failure to have a perfected first priority
security interest shall have a Material Adverse Effect on the Noteholders;


(j)            any
of the Issuer, the Indenture Collateral or the arrangements contemplated by the
Transaction Documents is required to be registered as an “investment company”
under the 1940 Act;


(k)           failure
to pay the Refinancing Price to the Noteholders on the Refinancing Date in the
event of a Refinancing pursuant to Section 10.03, unless (i) such
Refinancing has been validly withdrawn in accordance with Section 10.04
and the Sale and Servicing Agreement or (ii) the Issuer is unable to complete a
proposed Refinancing (or if such failure to pay occurs as a result of
administrative error on the part of the Trustee, and such failure continues
unremedied for two Business Days); or


(l)            failure
of the Servicer, on behalf of the Issuer, to deliver to the Trustee and the Rating
Agencies a statement in reasonable detail of a plan intended to result in
compliance with the Portfolio Criteria as of the Effective Date following a
failure by the Issuer to satisfy any of the Interim Tests on an Interim Test
Date.


The Issuer shall deliver to the Trustee, the Class
A-1A VFN Agent and the Rating Agencies, within two Business Days after the
occurrence of a Default, written notice in the form of an Officer’s Certificate
of the event which with the giving of notice and the lapse of time would become
an Event of Default under clause (e) of the definition of “Event of
Default,” its status and what action the Issuer is taking or proposes to take
with respect thereto.



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Section
5.02.        Acceleration of Maturity;
Rescission and Annulment.


If an Event of Default should occur and be continuing,
other than an Event of Default specified in Sections 5.01(g) or 5.01(h),
then and in every such case the Trustee may, and shall at the direction of the
Majority Noteholders, or the Majority Noteholders may terminate all undrawn
Class A-1A VFN Commitments and declare the Notes to be immediately due and payable,
by a notice in writing to the Issuer, the Class A-1A VFN Agent and the Rating
Agencies (and to the Trustee if given by Noteholders), and upon any such
declaration the unpaid principal amount of such Notes, together with accrued
and unpaid interest thereon and, in the case of the Class A-1A VFN Notes, the
Class A-1A VFN Commitment Fee thereon, in each case through the date of
acceleration, shall become immediately due and payable; provided that the undrawn Class A-1A VFN
Commitments may not be reduced to the extent that the Class A-1A VFN Funding
Test is not satisfied unless an Event of Default specified in Sections
5.01(g) or 5.01(h) has occurred and is continuing, in which cases
the Class A-1A VFN Commitments may be reduced to zero without regard to
compliance with the Class A-1A VFN Funding Test. If an Event of Default
specified in Sections 5.01(g) or 5.01(h) occurs, all undrawn
Class A-1A VFN Commitments will terminate automatically and the unpaid
principal amount of the Notes, together with accrued and unpaid interest
thereon and, in the case of the Class A-1A VFN Notes, the Class A-1A VFN
Commitment Fee thereon, in each case through the date of acceleration, shall
become immediately due and payable.


At any time after such
declaration of acceleration of maturity has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as hereinafter
in this Article V provided the Majority Noteholders, by written notice to the
Issuer and the Trustee and may rescind and annul such declaration and its
consequences if:


(a)           the Issuer has paid or deposited with
the Trustee a sum sufficient to pay:


(i)            all payments of principal of and
interest on the Notes and, in the case of the Class A-1A VFN Notes, the Class
A-1A VFN Commitment Fee, and all other amounts that would then be due
hereunder, upon the Notes if the Event of Default giving rise to such
acceleration had not occurred; and


(ii)           all sums paid or advanced by the
Trustee hereunder and the reasonable compensation, expenses, disbursements and
advances of the Trustee and its agents and counsel; and


(b)           all
Events of Default, other than the nonpayment of the principal of the Notes that
has become due solely by such acceleration, have been cured or waived as
provided in Section 5.12.


No such rescission or annulment shall affect any
subsequent default or impair any right consequent thereto.


Section 5.03.        Collection of Indebtedness and Suits for Enforcement by
Trustee.


(a)           The
Issuer covenants that if (i) default is made in the payment of any interest or Class
A-1A VFN Commitment Fee, as applicable, on any Note when the same becomes due
and



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payable, and such default continues for a period of
five Business Days, or (ii) default is made in the payment of the principal of
or any installment of the principal of any Note when the same becomes due and
payable, and such default continues for a period of two Business Days, the Issuer
will, upon demand of the Trustee, pay to it, for the benefit of the
Noteholders, the whole amount then due and payable on the Notes for principal,
interest and Class A-1A VFN Commitment Fee, with interest upon the overdue
principal, and in addition thereto such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee and its
agents and counsel.


(b)           In
case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee,
in its own name and as trustee of an express trust, with the consent of the
Majority Noteholders and subject to the provisions of Section 11.17
hereof may institute a Proceeding for the collection of the sums so due and
unpaid, and may prosecute such Proceeding to judgment or final decree, and may
enforce the same against the Issuer or other obligor upon the Notes and collect
in the manner provided by law out of the Indenture Collateral, wherever situated,
the moneys adjudged or decreed to be payable.


(c)           If
an Event of Default occurs and is continuing, the Trustee, subject to the provisions
of Sections 11.05 and 11.17 hereof, may, as more particularly
provided in Section 5.04, in its discretion, proceed to protect and
enforce its rights and the rights of the Noteholders and by such appropriate
Proceedings as the Trustee shall deem most effective to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy or legal or equitable right vested in the
Trustee by this Indenture or by law.


(d)           In
case there shall be pending, relative to the Issuer or any other obligor upon
the Notes or any Person having or claiming an ownership interest in the
Indenture Collateral, Proceedings under Title 11 of the United States Code or
any other applicable federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been appointed
for or taken possession of the Issuer or its property or such other obligor or
Person, or in case of any other comparable judicial Proceedings relative to the
Issuer or other obligor upon the Notes, or to the creditors or property of the
Issuer or such other obligor, the Trustee, irrespective of whether the
principal of any Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have
made any demand pursuant to the provisions of this Section 5.03, shall
be entitled and empowered, by intervention in such Proceedings or otherwise:


(i)            to file and prove a claim or claims
for the whole amount of principal, interest and Class A-1A VFN Commitment Fee,
as applicable, owing and unpaid in respect of the Notes and to file such other
papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for reasonable compensation to the
Trustee and each predecessor Trustee, and their respective agents, attorneys
and counsel, and for reimbursement of all reasonable expenses and liabilities



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incurred, and all advances
made, by the Trustee and each predecessor Trustee, except as a result of
negligence or bad faith) and of the Noteholders allowed in such Proceedings;


(ii)           unless prohibited by applicable law
and regulations, to vote on behalf of the Holders of Notes in any election of a
trustee, a standby trustee or Person performing similar functions in any such
Proceedings;


(iii)          to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute all
amounts received with respect to the claims of the Noteholders and of the
Trustee on their behalf;


(iv)          to file such proofs of claim and other
papers or documents and take such other action as may be necessary or advisable
in order to have the claims of the Trustee or the Noteholders allowed in any
judicial proceedings relative to the Issuer, its creditors and its property;
and


(v)           to participate as a member, voting or
otherwise, of any official committee of creditors appointed in such matter;


and any trustee, receiver, liquidator, custodian or
other similar official in any such Proceeding is hereby authorized by each of
such Noteholders to make payments to the Trustee, and, in the event that the
Trustee shall consent to the making of payments directly to such Noteholders,
to pay to the Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Trustee, each predecessor Trustee and their respective
agents, attorneys and counsel, and all other expenses and liabilities incurred,
and all advances made, by the Trustee and each predecessor Trustee except as a
result of negligence or bad faith.


(e)          
Nothing herein contained shall be deemed to authorize the Trustee to authorize
or consent to or vote for or accept or adopt on behalf of any Noteholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any Holder thereof or to authorize the Trustee to vote
in respect of the claim of any Noteholder in any such proceeding except, as
aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.


(f)            All
rights of action and of asserting claims under this Indenture, or under any of the
Notes, may be enforced by the Trustee without the possession of any of the
Notes or the production thereof in any trial or other Proceedings relative
thereto, and any such action or proceedings instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment, subject to the payment of the expenses, disbursements and compensation
of the Trustee, each predecessor Trustee and their respective agents and
attorneys, shall be for the ratable benefit of the Holders of the Notes.


(g)           In
any Proceedings brought by the Trustee (and also any Proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be
a party), the Trustee shall be held to represent all the Holders of the Notes,
and it shall not be necessary to make any Noteholder a party to any such
Proceedings.



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Section 5.04.        Remedies; Priorities.


(a)           If
an Event of Default shall have occurred and be continuing, subject to the provisions
of Section 11.17 hereof, the Trustee may do one or more of the following
(subject to Section 5.15):


(i)            institute Proceedings in its own name
and as trustee of an express trust for the collection of all amounts then
payable on the Notes or under this Indenture with respect thereto, whether by
declaration or otherwise, and all amounts payable under the Sale and Servicing
Agreement, enforce any judgment obtained, and collect from the Issuer and any
other obligor upon such Notes moneys adjudged due;


(ii)            institute Proceedings from time to
time for the complete or partial foreclosure of this Indenture with respect to
the Indenture Collateral;


(iii)           exercise any remedies of a secured
party under the UCC and take any other appropriate action to protect and
enforce the rights and remedies of the Trustee, the Holders of the Notes; and


(iv)          sell the Indenture Collateral or any
portion thereof or rights or interest therein;


provided that the
Trustee may not sell or otherwise liquidate the Indenture Collateral following an
Event of Default unless (A) the proceeds of such sale or liquidation are
sufficient to discharge in full all amounts then due and unpaid upon the Notes
for principal, interest and the Class A-1A VFN Commitment Fee, as applicable,
to pay all amounts then due and payable to the Trustee and to reimburse the
Servicer for any outstanding unreimbursed Servicer Advances and Scheduled Payment
Advances or (B) the Majority Noteholders consent to such sale. In determining whether
the proceeds of such sale or liquidation distributable to the Noteholders and
the other parties entitled thereto are sufficient to discharge in full the
amounts referenced in clause (A), the Trustee may, but need not, obtain and
rely upon an opinion of an Independent investment banking firm of national
reputation as to the feasibility of such proposed action and as to the sufficiency
of the expected sales proceeds of the Collateral for such purpose.


(b)            If
the Trustee collects any money or property pursuant to this Article V,
it shall pay out the money or property (net of costs of collection) as set
forth in Section 7.05 of the Sale and Servicing Agreement.


The Trustee may fix a Record Date and Distribution
Date for any payment to Noteholders pursuant to this Section 5.04. At
least five days before such record date, the Issuer shall mail to each
Noteholder and the Trustee a notice that states the record date, the
Distribution Date and the amount to be paid.



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Section 5.05.        Reserved.


Section 5.06.        Limitation of Suits.


No Holder of any Note shall have any right to
institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless and subject to the provisions of Section 11.17
hereof:


(a)           such
Holder has previously given written notice to the Trustee of a continuing Event
of Default;


(b)           (i)
prior to the payment in full of the Offered Notes and the Class D Notes, the Noteholders
evidencing 25% of the aggregate Outstanding Principal Balance of all Offered Notes
and Class D Notes have made written request to the Trustee to institute such
Proceeding in respect of such Event of Default in its own name as Trustee
hereunder and (ii) from and after the payment in full of the Offered Notes and
the Class D Notes, the Class E Noteholders evidencing 25% of the aggregate
Outstanding Principal Balance of the Class E Notes have made written request to
the Trustee to institute such proceeding in respect of such Event of Default in
its own name as Trustee hereunder;


(c)           such
Holder or Holders have offered to the Trustee reasonable indemnity against the
costs, expenses and liabilities to be incurred in complying with such request;


(d)          
the Trustee for 60 days after its receipt of such notice, request and offer of indemnity
has failed to institute such Proceedings; and


(e)          
(i) prior to the payment in full of the Offered Notes and the Class D Notes, no
direction inconsistent with such written request has been given to the Trustee
during such 60 day period by the Holders of a majority of the Outstanding
Principal Balance of the Offered Notes and the Class D Notes and (ii) from and
after payment in full of the Offered Notes and the Class D Notes, no direction
inconsistent with such written request has been given to the Trustee during such
60 day period by the Holders of a majority of the Outstanding Principal Balance
of the Class E Notes.


It is understood and intended that no one or more
Holders of Notes shall have any right in any manner whatever by virtue of, or
by availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other Holders of Notes or to obtain or to seek to obtain
priority or preference over any other Holders or to enforce any right under
this Indenture, except in the manner herein provided.


In the event the Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Holders of
Notes, each representing less than a majority of the Aggregate Outstanding
Principal Balance, the Trustee in its sole discretion may determine what action,
if any, shall be taken, notwithstanding any other provisions of this Indenture.



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Section 5.07.        Unconditional Rights of Noteholders To Receive Principal, Interest,
and Class A-1A VFN Commitment Fee.


Notwithstanding any other provisions in this
Indenture, but subject to Section 11.15 hereof, the Holder of any Note
shall have the right, which is absolute and unconditional, to receive payment
of the principal of and interest (and Class A-1A VFN Commitment Fee, as applicable),
if any, on such Note on or after the respective due dates thereof expressed in
such Note or in this Indenture (or, in the case of repurchase, on or after the
Repurchase Date) and such right shall not be impaired without the consent of
such Holder.


Section 5.08.        Restoration of Rights and Remedies.


If the Trustee or any Noteholder has instituted any
Proceeding to enforce any right or remedy under this Indenture and such
Proceeding has been discontinued or abandoned for any reason or has been
determined adversely to the Trustee or to such Noteholder, then and in every such
case the Issuer, the Trustee and the Noteholders shall, subject to any
determination in such Proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and the Noteholders shall continue as though no such Proceeding had
been instituted.


Section 5.09.        Rights and Remedies Cumulative.


No right or remedy herein conferred upon or reserved
to the Trustee or to the Noteholders is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given hereunder
or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.


Section 5.10.        Delay or Omission Not a Waiver.


No delay or omission of the Trustee or any Holder of
any Note to exercise any right or remedy accruing upon any Default or Event of
Default shall impair any such right or remedy or constitute a waiver of any
such Default or Event of Default or an acquiescence therein. Every right and
remedy given by this Article V or by law to the Trustee or to the
Noteholders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Noteholders, as the case may be.


Section 5.11.        Control by Noteholders.


The Majority Noteholders shall have the right to
direct the time, method and place of conducting any Proceeding for any remedy
available to the Trustee with respect to the Notes or exercising any trust or
power conferred on the Trustee; provided that:


(a)           such
direction shall not be in conflict with any rule of law or with this Indenture;


(b)           subject
to the express terms of Section 5.04 and Section 5.15, any
direction to the Trustee to sell or liquidate the Indenture Collateral shall be
directed by Holders of the Notes



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representing (i) prior to the payment in full of the
Offered Notes and the Class D Notes, 100% of the aggregate Outstanding
Principal Balance of all Offered Notes and Class D Notes and (ii) from and
after the payment in full of the Offered Notes and the Class D Notes, amounts
due under 100% of the aggregate Outstanding Principal Balance of the Class E Notes;
and


(c)           the
Trustee may take any other action deemed proper by the Trustee that is not inconsistent
with such direction.


Notwithstanding the rights of Noteholders set forth in
this Section 5.11, subject to Section 6.01, the Trustee need not
take any action that it determines might involve it in liability or might
materially adversely affect the rights of any Noteholders not consenting to
such action.


Section 5.12.        Waiver of Past Defaults.


Prior to the declaration of the acceleration of the
maturity of the Notes as provided in Section 5.02, the Majority
Noteholders may waive any past Event of Default and its consequences except an
Event of Default with respect to payment of principal, interest or Class A-1A
VFN Commitment Fee, as applicable, on any of the Notes or in respect of a
covenant or provision hereof which cannot be modified or amended without the
consent of the Holder of each Note. In the case of any such waiver, the Issuer,
the Trustee and the Noteholders shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other Event of Default or impair any right consequent thereto.


Upon any such waiver, any Event of Default arising
therefrom shall be deemed to have been cured and not to have occurred, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Event of Default or impair any right consequent thereto.


Section 5.13.        Undertaking for Costs.


All parties to this Indenture agree, and each Holder
of any Note by such Holder’s acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement
of any right or remedy under this Indenture, or in any suit against the Trustee
for any action taken, suffered or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section 5.13 shall not apply
to (a) any suit instituted by the Trustee, (b) any suit instituted by any
Noteholder, or group of Noteholders, in each case holding in the aggregate more
than 25% of the Aggregate Outstanding Principal Balance or (c) any suit
instituted by any Noteholder for the enforcement of the payment of principal, interest,
or Class A-1A VFN Commitment Fee, as applicable, on any Note on or after the respective
due dates expressed in such Note and in this Indenture.


Section 5.14.        Waiver of Stay or Extension Laws.


The Issuer covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead or in any
manner whatsoever, claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, that may
affect the



 53
 






 



covenants or the performance of this Indenture; and
the Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.


Section 5.15.        Sale of Indenture Collateral.


(a)           The
power to effect any sale or other disposition (a “Sale”) of any portion
of the Indenture Collateral pursuant to Section 5.04 is expressly
subject to the provisions of this Section 5.15. The power to effect any
such Sale shall not be exhausted by any one or more Sales as to any portion of
the Indenture Collateral remaining unsold, but shall continue unimpaired until
the entire Indenture Collateral shall have been sold or all amounts payable on
the Notes and under this Indenture shall have been paid. The Trustee hereby
expressly waives its right to any amount fixed by law as compensation for any
Sale.


(b)           The
Trustee shall not in any private Sale sell the Indenture Collateral, or any portion
thereof, unless the Majority Noteholders consent to or direct the Trustee to
make such Sale and:


(i)            the proceeds of such Sale would be
not less than the sum of the entire amount which would be payable to the
Noteholders under the Notes under in full payment thereof on the Distribution
Date next succeeding the date of such Sale and, so long as no Servicer Default
has occurred and is continuing, the amount of any outstanding and unreimbursed
Servicer Advances and Scheduled Payment Advances; or


(ii)           the Trustee determines, in its sole
discretion, that the conditions for retention of the Indenture Collateral set
forth in Section 5.04 cannot be satisfied (in making any such determination,
the Trustee may rely upon an opinion of an Independent investment banking firm
obtained and delivered as provided in Section 5.04, and the Majority
Noteholders consent to such Sale, which consent will not be unreasonably withheld).


(c)           In
connection with a Sale of all or any portion of the Indenture Collateral:


(i)            any Holder or Holders of Notes
(other than the Trust Depositor) may bid for and purchase the property offered
for Sale, and upon compliance with the terms of Sale may hold, retain and possess
and dispose of such property, without further accountability, and may, in
paying the purchase money therefor, deliver any Notes or claims for interest
thereon in lieu of cash up to the amount which shall, upon distribution of the
net proceeds of such Sale, be payable thereon, and such Notes, in case the
amounts so payable thereon shall be less than the amount due thereon, shall be
returned to the Holders thereof after being appropriately stamped to show such
partial payment; provided that
the Sale of any Loan, in any case, shall be subject to Section 2.05 of the Sale
and Servicing Agreement;


(ii)           the Trustee may bid for and acquire
the property offered for Sale in connection with any Sale thereof, and, subject
to any requirements of, and to the extent



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permitted by,
Applicable Law in connection therewith, may purchase all or any portion of the
Indenture Collateral in a private sale, and, in lieu of paying cash therefor,
may make settlement for the purchase price by crediting the gross Sale price
against the sum of (A) the amount which would be distributable to the Holders
of the Notes as a result of such Sale in accordance with Section 5.04(b)
on the Distribution Date next succeeding the date of such Sale and (B) the
expenses of the Sale and of any Proceedings in connection therewith which are
reimbursable to it, without being required to produce the Notes in order to
complete any such Sale or in order for the net Sale price to be credited
against such Notes, and any property so acquired by the Trustee shall be held
and dealt with by it in accordance with the provisions of this Indenture; provided that the Sale of any Loan, in any
case, shall be subject to Section 2.05 of the Sale and Servicing Agreement;


(iii)          the Trustee shall execute and deliver
an appropriate instrument of conveyance transferring its interest in any
portion of the Indenture Collateral in connection with a Sale thereof;


(iv)          the Trustee is hereby irrevocably
appointed the agent and attorney-in-fact of the Issuer to transfer and convey
its interest in any portion of the Indenture Collateral in connection with a
Sale thereof, and to take all action necessary to effect such Sale; and


(v)           no purchaser or transferee at such a
Sale shall be bound to ascertain the Trustee’s authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
moneys.


Section 5.16.        Action on Notes.


The Trustee’s right to seek and recover judgment on
the Notes or under this Indenture shall not be affected by the seeking,
obtaining or application of any other relief under or with respect to this
Indenture. Neither the lien of this Indenture nor any rights or remedies of the
Trustee or the Noteholders shall be impaired by the recovery of any judgment by
the Trustee against the Issuer or by the levy of any execution under such
judgment upon any portion of the Indenture Collateral or upon any of the assets
of the Issuer. Any money or property collected by the Trustee shall be applied
in accordance with Section 5.04(b).


Section 5.17.        Performance and Enforcement of Certain Obligations.


(a)           Promptly
following a request from the Trustee to do so, the Issuer shall take all such
lawful action as the Trustee may request to compel or secure the performance
and observance by the Trust Depositor and the Servicer, as applicable, of each
of their obligations to the Issuer under or in connection with the Transaction
Documents, and to exercise any and all rights, remedies, powers and privileges
lawfully available to the Issuer under or in connection with the Transaction
Documents to the extent and in the manner directed by the Trustee, including
the transmission of notices of default on the part of the Trust Depositor or
the Servicer thereunder and the institution of legal or administrative actions
or proceedings to compel or secure performance by the Trust Depositor or the
Servicer of each of their obligations under the Transaction Documents.



 55















(b)           If
a Servicer Default has occurred and is continuing, the Trustee, at the
direction (which direction shall be in writing or by telephone (confirmed in
writing promptly thereafter)) of the Majority Noteholders shall exercise all
rights, remedies, powers, privileges and claims of the Issuer against the
Servicer under or in connection with the Sale and Servicing Agreement, including
the right or power to take any action to compel or secure performance or
observance by the Servicer, of its obligations to the Issuer thereunder and to
give any consent, request, notice, direction, approval, extension or waiver
under the Sale and Servicing Agreement, and any right of the Issuer to take
such action shall not be suspended.


ARTICLE
VI

THE TRUSTEE


Section 6.01.        Duties of Trustee.


(a)           If
an Event of Default has occurred and is continuing, the Trustee shall exercise the
rights and powers vested in it by this Indenture and use the same degree of
care and skill in their exercise as a prudent person would exercise or use under
the circumstances in the conduct of such person’s own affairs with respect to
the Indenture Collateral.


(b)           Except
during the continuance of an Event of Default:


(i)            the Trustee undertakes to perform
such duties and only such duties as are specifically set forth in this
Indenture and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and


(ii)           in the absence of bad faith on its
part, the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this
Indenture; however, the Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture.


(c)           The
Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act or its own fraud or willful misconduct, except that:


(i)            this paragraph does not limit the
effect of Section 6.01(b);


(ii)           the Trustee shall not be liable for
any error of judgment made in good faith by a Responsible Officer unless it is
proved that the Trustee was negligent in ascertaining the pertinent facts; and


(iii)          the Trustee shall not be liable with
respect to any action it takes or omits to take in good faith in accordance
with a direction received by it pursuant to Section 5.11.


(d)           Every
provision of this Indenture that in any way relates to the Trustee is subject to
Sections 6.01(a), 6.01(b), 6.01(c) and 6.01(g).



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(e)           The
Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Issuer.


(f)            Money
held in trust by the Trustee shall be segregated from other funds to the extent
required by law or the terms of this Indenture or the Sale and Servicing
Agreement.


(g)           The
Trustee shall be under no obligation to exercise any of the rights or powers vested
in it by this Indenture, to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties hereunder or to
honor the request or direction of any of the Noteholders pursuant to this
Indenture, unless such Noteholder or Noteholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses, and
liabilities that might be incurred by it in compliance with the request or
direction. Anything in this Indenture to the contrary notwithstanding, in no
event shall the Trustee be liable for special, indirect or consequential loss
or damage of any kind whatsoever (including but not limited to lost profits).


(h)           Every
provision of this Indenture relating to the conduct or affecting the liability of
or affording protection to the Trustee shall be subject to the provisions of this
Section 6.01.


(i)            The
Trustee shall not be deemed to have notice of any Event of Default or Servicer
Default unless a Responsible Officer assigned to and working in the Trustee’s Corporate
Trust Office has actual knowledge thereof or the Trustee has received written
notice of such Event of Default or Servicer Default.


Section 6.02.        Rights of Trustee.


(a)           The
Trustee may rely in good faith on any document believed by it to be genuine and
to have been signed or presented by the proper person. The Trustee need not
investigate any fact or matter stated in the document.


(b)           Before
the Trustee acts or refrains from acting, it may require an Officer’s Certificate
as required by the terms of this Indenture or the other Transaction Documents.
The Trustee shall not be liable for any action it takes or omits to take in
good faith in reliance on an Officer’s Certificate.


(c)           The
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys or a custodian
or nominee, and the Trustee shall not be responsible for any misconduct or
negligence on the part of, or for the supervision of, any such agent, attorney,
custodian or nominee appointed with due care by it hereunder.


(d)           The
Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers; provided that the Trustee’s conduct does
not constitute willful misconduct, negligence, fraud or bad faith.


(e)           The
Trustee may consult with counsel, and the advice or Opinion of Counsel with respect
to legal matters relating to this Indenture and the Notes shall be full and
complete



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authorization and protection from liability in respect
to any action taken, omitted or suffered by it hereunder in good faith and in
accordance with such advice or Opinion of Counsel.


(f)            The
Trustee shall not be bound to make any investigation into the performance of the
Issuer or the Servicer under this Indenture or any other Transaction Document
or into the matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
note or other document, but the Trustee, in its discretion, may make any
further inquiry or investigation into those matters that it deems appropriate,
and if the Trustee determines to inquire further, it shall be entitled to
examine the books, records and premises of the Issuer and the Servicer,
personally or by agent or attorney provided that
any such examination shall be at a time acceptable to the Issuer or the
Servicer in their reasonable judgment during normal business hours; provided further that each such party
shall, and shall cause its agents, to hold in confidence any and all such
information, except (i) to the extent disclosure may be required by law by any
regulatory authority, (ii) to the extent that the Trustee, in its sole
judgment, may determine that such disclosure is consistent with its obligations
hereunder and (iii) a Noteholder may disclose such information obtained from
the Trustee to any prospective transferee and to such Noteholder’s and
transferee’s accountants, consultants, attorneys and similar agents; provided that all such persons agree in
writing with the Issuer to hold such information as confidential.


(g)           If
the Trustee is also acting as Paying Agent or as Note Registrar, the rights and
protections afforded to the Trustee pursuant to the Article shall also be
afforded to it in such additional capacities.


(h)           Trustee
shall not be required to give any bond or surety in respect of the performance
of its powers and duties hereunder.


(i)            Except
as expressly provided herein or in any other Transaction Document, nothing
herein shall be construed to impose an obligation on the part of the Trustee to
recalculate, evaluate or verify any report, certificate or information received
by it from the Issuer or Servicer or to otherwise monitor the activities of the
Issuer or Servicer.


(j)            In
the event that the Trustee is also acting in the capacity of custodian, Paying Agent,
Note Registrar or Certificate Registrar hereunder or under the other
Transaction Documents, the rights, protections, immunities and indemnities
afforded the Trustee pursuant to this Article VI shall also be afforded
to the Trustee in such capacities.


(k)           Each
Noteholder agrees, by acceptance of a Note, that prior to the Closing Date it will
provide to the Trustee a duly completed copy of United States Internal Revenue
Service Form W-8BEN, W-8ECI, W-8IMY, W-9 or other successor or required forms,
as applicable, and such other forms and information as may be required to
confirm the availability of any applicable exemption from United States
federal, state or local withholding taxes.


Section 6.03.        Individual Rights of Trustee.


The Trustee in its individual or any other capacity
may become the owner or pledgee of Notes and may otherwise deal with the Issuer
or its Affiliates with the same rights it would have



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if it were not Trustee. Any Note Registrar,
co-registrar, Paying Agent or co-paying agent may do the same with like rights.
However, the Trustee must comply with Section 6.11.


Section 6.04.        Trustee’s Disclaimer.


The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture, the Sale and
Servicing Agreement, the Trust Agreement or any other Transaction Document, the
validity or sufficiency of any security interest intended to be created or the
characterization of the Notes for tax purposes or the Notes, it shall not be
accountable for the Issuer’s use of the proceeds from the Notes, and it shall
not be responsible for any statement of the Issuer in this Indenture or in any
document issued in connection with the sale of the Notes or in the Notes other
than the Trustee’s certificate of authentication.


Section 6.05.        Notice of Event of Default.


The Trustee shall mail to each Noteholder, the Rating
Agencies (so long as any of the Offered Notes or Class D Notes are
Outstanding), the Class A-1A VFN Agent, the Servicer and the Owner Trustee
notice of an Event of Default within 30 days after the Trustee has actual knowledge
thereof in accordance with Section 6.01. Except in the case of an Event
of Default in payment of principal, interest or Class A-1A VFN Commitment Fee,
as applicable, on any Note, the Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Noteholders.


Section 6.06.        Reports by Trustee to Holders.


The Trustee shall deliver to each Noteholder such
information as may be required to enable such Noteholder to prepare its federal
and state income tax returns within 30 days of the end of each preceding
calendar year. In addition, upon the Issuer’s or a Noteholder’s written request,
the Trustee shall promptly furnish information reasonably requested by the
Issuer or such Noteholder that is reasonably available to the Trustee to enable
the Issuer or such Noteholder to perform its federal and state income tax
reporting obligations. 


The Trustee shall not be responsible for any tax
reporting, disclosure, record keeping or list maintenance requirements of the
Issuer under Internal Revenue Code Sections 6011(a), 6111(d) or 6112,
including, but not limited to, the preparation of IRS Form 8886 pursuant to Treasury
Regulations Section 1.6011-4(d) or any successor provision and any required
list maintenance under Treasury Regulations Section 301.6112-1 or any successor
provision.


Section 6.07.        Compensation and Indemnity.


The Issuer shall pay to the Trustee on each
Distribution Date such reasonable compensation for its services under this
Indenture and the other Transaction Documents pursuant to a separate agreement
dated as of the date hereof between the Trustee and the Issuer. The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Issuer shall reimburse the Trustee for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection,
in addition to the compensation for its services. Such expenses shall include
the reasonable compensation and expenses, disbursements and advances of the
Trustee’s agents, counsel, accountants and experts. The Issuer shall



 59
 








indemnify the Trustee against any and all tax,
penalty, loss, liability or expense (including attorneys’ fees) incurred by it
in connection with the administration of this trust and the performance of its
duties hereunder. The Trustee shall notify the Issuer and the Trust Depositor promptly
of any claim for which it may seek indemnity. Failure by the Trustee to so
notify the Issuer and the Trust Depositor shall not relieve the Issuer of its
obligations hereunder or under the Trust Agreement. The Issuer need not
reimburse any expense or indemnify against any loss, liability or expense
incurred by the Trustee through the Trustee’s own willful misconduct, negligence
or bad faith. The Issuer shall assume (with the consent of the Trustee, such
consent not to be unreasonably withheld) the defense and any settlement of
claim for indemnification hereunder and any settlement of any such claim and
pay all expenses in connection therewith, including reasonable counsel fees. If
the consent of the Trustee required in the immediately preceding sentence is
unreasonably withheld, the Issuer is relieved of its indemnification obligations
hereunder with respect thereto. The obligations of the Issuer set forth in this
Section 6.07 are subject in all respects to Section 11.15(b).


The Trustee hereby agrees not to cause the filing of a
petition in bankruptcy, insolvency, reorganization, moratorium, receivership,
conservatorship or other similar laws now or hereafter in effect against the
Issuer for the non-payment to the Trustee of any amounts provided by this Section
6.07 until at least one year and one day, or, if longer, the applicable
preference period then in effect, after the payment in full of all Notes issued
under this Indenture.


The amounts payable to the Trustee pursuant to this Section
6.07 shall not, except as provided by Section 7.05 of the Sale and
Servicing Agreement, exceed on any Distribution Date the limitation on the
amount thereof described in the Priority of Payments for such Distribution Date;
provided that (a) the Trustee
shall not institute any proceeding for payment of any amount payable hereunder
except in connection with an action pursuant to Sections 5.03 or 5.04
for the enforcement of the lien of this Indenture for the benefit of the
Secured Parties and (b) the Trustee may only seek to enforce payment of such
amounts in conjunction with the enforcement of the rights of the Secured
Parties in the manner set forth in Section 5.04.


The Trustee shall, subject to the Priority of
Payments, receive amounts pursuant to this Section 6.07 and Section 7.05
of the Sale and Servicing Agreement, and only to the extent that the payment
thereof would not result in an Event of Default and the failure to pay such
amounts to the Trustee will not, by itself, constitute an Event of Default.
Subject to Section 6.08, the Trustee shall continue to serve as Trustee
under this Indenture notwithstanding the fact that the Trustee shall not have
received amounts due it hereunder and hereby agrees not to cause the filing of
a petition in bankruptcy, insolvency, reorganization, moratorium, receivership,
conservatorship or other similar laws now or hereafter in effect against the
Issuer for the nonpayment to the Trustee of any amounts provided by this Section
6.07 until at least one year and one day, or, if longer, the applicable
preference period then in effect, after the payment in full of all Notes issued
under this Indenture.


The Issuer’s payment obligations to the Trustee
pursuant to this Section 6.07 shall survive the discharge of this
Indenture and resignation or removal of the Trustee. When the Trustee incurs
expenses after the occurrence of an Event of Default specified in clauses
(g) or (h) of the definition of “Event of Default” with respect to
the Issuer, the expenses are intended to 



 60
 








constitute expenses of administration under Title 11
of the United States Code or any other applicable federal or state bankruptcy,
insolvency or similar law.


Section 6.08.        Replacement of Trustee.


No resignation or removal of the Trustee and no
appointment of a successor Trustee shall become effective until the appointment
of a successor Trustee pursuant to this Section 6.08 has become
effective. The Trustee may resign upon at least 60 days’ notice at any time by
so notifying the Issuer, the Trust Depositor and the Servicer. The Majority
Noteholders or the Issuer, with the written consent of the Majority
Noteholders, may remove the Trustee by so notifying the Trustee and the Rating
Agencies in writing and may appoint a successor Trustee. The Issuer shall
remove the Trustee if:


(a)           the
Trustee fails to comply with Section 6.11;


(b)           the
Trustee is adjudged as bankrupt or insolvent;


(c)           a
receiver or other public officer takes charge of the Trustee or its property;


(d)           the
Trustee otherwise becomes incapable of acting; or


(e)           the
Trustee defaults in any of its obligations under the Transaction Documents and
such default is not cured within 30 days after a Responsible Officer of the
Trustee receives written notice of such default.


If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason (the Trustee in such event being
referred to herein as the retiring Trustee), the Issuer shall promptly appoint
a successor Trustee.


A successor Trustee shall deliver a written acceptance
of its appointment to the retiring Trustee and to the Issuer. Upon the
appointment becoming effective, the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the
rights, powers and duties of the Trustee under this Indenture. No successor
Trustee shall accept appointment as provided in this Section 6.08 unless
at the time of such appointment becoming effective such Person shall be
eligible under the provisions of Section 6.11. The successor Trustee
shall mail a notice of its succession to the Noteholders. The retiring Trustee
shall promptly transfer all property (including all Indenture Collateral) held
by it as Trustee to the successor Trustee and shall execute and deliver such
instruments and such other documents as may reasonably be required to more
fully and certainly vest and confirm in the successor Trustee all such rights,
powers, duties and obligations.


If a successor Trustee does not take office within 60
days after the retiring Trustee resigns or is removed, the retiring Trustee, the
Issuer or the Majority Noteholders may petition any court of competent
jurisdiction for the appointment of a successor Trustee.


If the Trustee fails to comply with Section 6.11,
any Noteholder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.



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Notwithstanding the replacement of the Trustee
pursuant to this Section 6.08, the Issuer’s obligations under Section
6.07 shall continue for the benefit of the retiring Trustee.


Upon the appointment of a successor Trustee as
provided in this Section 6.08, the successor Trustee shall mail notice
of such succession hereunder at the expense of the Issuer to all Holders of
Notes at their addresses as shown in the Note Register at their addresses as
shown on the register kept by the Issuer, as provided to the Trustee. If the
resigning or removed Trustee fails to mail such notice within ten days after
the appointment of a successor Trustee, the successor Trustee shall cause such
notice to be mailed at the expense of the Issuer.


Section 6.09.        Successor Trustee by Merger.


If the Trustee consolidates with, merges or converts
into, or transfers all or substantially all its corporate trust business or
assets to, another corporation or banking association, the resulting, surviving
or transferee corporation without any further act shall be the successor Trustee;
provided that, such corporation
or banking association shall be otherwise qualified and eligible under Section
6.11. The Trustee shall provide the Rating Agencies prior written notice of
any such transaction.


In case at the time such successor or successors by
merger, conversion or consolidation to the Trustee shall succeed to the trusts
created by this Indenture any of the Notes shall have been authenticated but
not delivered, any such successor to the Trustee may adopt the certificate of authentication
of any predecessor trustee, and deliver such Notes so authenticated; and in
case at that time any of the Notes shall not have been authenticated, any successor
to the Trustee may authenticate such Notes either in the name of any
predecessor hereunder or in the name of the successor to the Trustee; and in
all such cases such certificates shall have the full force which it is anywhere
in the Notes or in this Indenture.


Section 6.10.        Appointment of Co-Trustee or Separate Trustee.


(a)           Notwithstanding
any other provisions of this Indenture, at any time, for the purpose of meeting
any legal requirement of any jurisdiction in which any part of the Indenture Collateral
may at the time be located, the Trustee shall have the power and may execute
and deliver all instruments to appoint one or more Persons, to act as a
co-trustee or co-trustees, or separate trustee or separate trustees, of all or
any part of the Indenture Collateral, and to vest in such Person or Persons, in
such capacity and for the benefit of the Noteholders, such interest to the
Indenture Collateral, or any part hereof, and, subject to the other provisions
of this Section 6.10, such powers, duties, obligations, rights and
trusts as the Trustee may consider necessary or desirable. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility
as a successor Trustee under Section 6.11 and no notice to the
Noteholders of the appointment of any co-trustee or separate trustee shall be
required under Section 6.08 hereof; provided
that the Trustee provide such notice to the Issuer and the Servicer.
No appointment of a co-trustee or a separate trustee shall relieve the Trustee of
its duties and obligations hereunder.


(b)           Every
separate trustee and co-trustee shall, to the extent permitted by law, be appointed
and act subject to the following provisions and conditions:



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(i)            all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly (it being understood that such separate trustee or
co-trustee is not authorized to act separately without the Trustee joining in
such act), except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Indenture
Collateral or any portion thereof in any such jurisdiction) shall be exercised
and performed singly by such separate trustee or co-trustee, but solely at the
direction of the Trustee;


(ii)           no trustee hereunder shall be
personally liable by reason of any act or omission of any other trustee
hereunder; and


(iii)          the Trustee may at any time accept the
resignation of or remove any separate trustee or co-trustee.


(c)           Any
notice, request or other writing given to the Trustee shall be deemed to have been
given to each of the then separate trustees and co-trustees, as effectively as
if given to each of them. Every instrument appointing any separate trustee or
co-trustee shall refer to this Indenture and the conditions of this Article
VI. Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its instrument
of appointment, either jointly with the Trustee or separately, as may be
provided therein, subject to all the provisions of this Indenture, specifically
including every provision of this Indenture relating to the conduct of,
affecting the liability of, or affording protection to, the Trustee. Every such
instrument shall be filed with the Trustee.


(d)           Any
separate trustee or co-trustee may at any time constitute the Trustee, its
agent or attorney-in-fact with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Indenture
on its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to
the extent permitted by law, without the appointment of a new or successor
trustee.


Section 6.11.        Eligibility; Disqualification.


The Trustee hereunder shall at all times (a) be a
national banking association or banking corporation or trust company duly
organized, validly existing in good standing and doing business under the laws
of the United States of America or of any state of the United States, (b) be
authorized under such laws to exercise corporate trust powers, (c) have a
combined capital and surplus of at least $200,000,000, (d) have unsecured and
unguaranteed long-term debt obligations rated at least Baa3 by Moody’s and BBB
by S&P, and (e) be subject to supervision or examination by a federal or
state banking authority. If such banking association publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this Section
6.11 its combined capital and surplus shall be deemed to be as set forth in
its most recent report of condition so published. In case at any time the
Trustee shall cease to be eligible in accordance with the



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provisions of this Section 6.11, the Trustee
shall (i) give prompt notice to the Issuer, the Owner Trustee, the Trust
Depositor, the Servicer, the Noteholders, the Class A-1A VFN Agent and the Rating
Agencies that it has so ceased to be eligible to be the Trustee and (ii)
resign, upon the request of the Majority Noteholders in the manner and with the
effect specified in Section 6.08.


Section 6.12.        Representations, Warranties and Covenants of the Trustee.


The Trustee hereby makes the following
representations, warranties and covenants on which the Issuer, the Trust
Depositor, the Servicer, the Noteholders, and the Class A-1A VFN Agent shall
rely:


(a)           The
Trustee is a national banking association and trust company duly organized, validly
existing and in good standing under the laws of the United States.


(b)           The
Trustee satisfies the criteria specified in Section 6.11.


(c)           The
Trustee has full power, authority and legal right to execute, deliver and perform
this Indenture and the other Transaction Documents to which it is a party and
shall have taken all necessary action to authorize the execution, deliver and
performance by it of this Indenture and the other Transaction Documents to
which it is a party.


(d)           The
execution, delivery and performance by the Trustee of this Indenture and the other
Transaction Documents to which it is a party shall not (i) violate any
provision of any law or any order, writ, judgment or decree of any court,
arbitrator or governmental authority applicable to it or any of its assets,
(ii) violate any provision of the corporate charter or by-laws of the Trustee,
or (iii) violate any provision of, or constitute, with or without notice or
lapse of time, a default under, or result in the creation or imposition of any
lien on any properties included in the Indenture Collateral pursuant to the
provisions of, any mortgage, indenture, contract, agreement or other
undertaking to which it is a party, which violation, default or lien could
reasonably be expected to materially and adversely affect the Trustee’s
performance or ability to perform its duties under this Indenture and the other
Transaction Documents to which each is a party or the transactions contemplated
in this Indenture and the other Transaction Documents to which each is a party.


(e)           The
execution, delivery and performance by the Trustee of this Indenture and the other
Transaction Documents to which it is a party shall not require the
authorization, consent or approval of, the giving of notice to, the filing or
registration with or the taking of any other action in respect of any
governmental authority or agency regulating the banking and corporate trust
activities of the Trustee.


(f)            This
Indenture and the other Transaction Documents to which it is a party has been
duly executed and delivered by the Trustee and constitute the legal, valid and
binding agreements of the Trustee enforceable in accordance with their
respective terms, subject to the effect of bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally or the application of equitable principles in any
proceeding, whether at law or in equity. The Trustee hereby agrees and
covenants that it will not at any time in the future, deny that this Indenture
and the other Transaction Documents to which it is a party constitute its
legal, valid and binding agreement.



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(g)           The
Trustee shall not take any action, or fail to take any action, if such action
or failure to take action will materially interfere with the enforcement of any
rights of the Noteholders under this Indenture or the other Transaction
Documents.


(h)           The
Trustee is not affiliated, as that term is defined in Rule 405 under the Securities
Act, with the Issuer or with any Person involved in the organization or
operation of the Issuer.


(i)            There
is no charge, investigation, action, suit or proceeding before or by any court pending
or, to the best knowledge of the Corporate Trust Office of the Trustee,
threatened that, if determined adversely to the Trustee, would have a Material
Adverse Effect upon the performance by the Trustee of its duties under, or on
the validity or enforceability of, this Indenture.


(j)            The
Trustee is not in breach or violation of or in default under any contract or agreement
to which it is a party or by which it or any of its property may be bound, or
any applicable statute or any rule, regulation or order of any court,
government agency or body having jurisdiction over the Trustee or its
properties, the breach or violation of which or default under which would have
a Material Adverse Effect on the validity or enforceability of this Indenture
or the performance by the Trustee of its duties hereunder.


Section 6.13.        Directions to Trustee.


The Trustee is hereby directed and authorized:


(a)           to
accept a collateral assignment of the Loans and hold the assets of the
Indenture Collateral as security for the Noteholders;


(b)           to
authenticate and deliver the Notes substantially in the form prescribed by Exhibit
A in accordance with the terms of this Indenture;


(c)           to
execute and deliver the Transaction Documents to which it is a party; and


(d)           to
take all other actions as shall be required to be taken by it by the terms of
this Indenture and the other Transaction Documents.


For the avoidance of doubt, in entering into and
performing under the Transaction Documents to which it is a party, the Trustee
shall be subject to the protections, rights, indemnities and immunities
afforded it under Article VI.


Section 6.14.        Conflicts.


If a Default occurs and is continuing and the Trustee
is deemed to have a “conflicting interest” (as defined in the TIA) as a result
of acting as trustee for the Offered Notes, the Class D Notes and the Class E
Notes, the Issuer, at its expense, shall appoint a successor Trustee for the Offered
Notes and the Class D Notes and a successor for the Class E Notes so that there
will be separate Trustees for the Offered Notes and the Class D Notes on the
one hand, and for the



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Class E Notes on the other hand. No such event shall
alter the voting rights of the Noteholders under this Indenture or under any of
the other Transaction Documents.


Section 6.15.        Account Property.


(a)           Without
limiting the scope or effect of the Granting Clause, the Trustee shall possess
all right, title and interest in all funds on deposit from time to time in the
Transaction Accounts, other than Excluded Property, and in all proceeds thereof
(including all Investment Earnings) and all such funds, investments, proceeds
and income shall be part of the Indenture Collateral. Except as otherwise
provided herein, (i) the Transaction Accounts, other than the Certificate
Account (such accounts, the “Pledged Accounts”), and (ii) all funds on
deposit from time to time in the Pledged Accounts, and all investments,
proceeds and income therein or therefrom, shall be under the control (as
defined in Section 8-106 of the UCC as in effect in Massachusetts (the “Massachusetts
UCC”)) of the Trustee for the benefit of the Secured Parties; provided that the Trustee shall have
right, title and interest in, and control (as defined in Section 8-106 of the
Massachusetts UCC) over the Lockbox Account, any funds on deposit from time to
time therein, and any investments, proceeds and income therein or therefrom,
solely to the extent of the Trustee’s interest in the Loans and all other
assets included or to be included in the Loan Assets.


(b)           If
any institution with which any of the Pledged Accounts are established pursuant
to the Sale and Servicing Agreement ceases to be a Qualified Institution, the
Trustee shall, if the Servicer fails to do so, within ten Business Days
establish a replacement Pledged Account at a Qualified Institution after notice
of such event and shall transfer any cash and/or any investments to such new
Account. In no event shall the Trustee be responsible for monitoring whether
such institution shall remain a Qualified Institution.


(c)           With
respect to the Account Property, the Trustee agrees that:


(i)            any Account Property shall be held
solely in Eligible Deposit Accounts; and, except as otherwise provided herein,
each such Eligible Deposit Account shall be subject to the exclusive custody
and control of the Trustee, and the Trustee shall have sole signature authority
with respect thereto;


(ii)           any Account Property that constitutes
physical property, when Delivered to the Trustee, shall be held, pending
maturity or disposition, solely by the Trustee or an Intermediary acting solely
for the Trustee;


(iii)          any Account Property that is a
book-entry security held through the Federal Reserve System pursuant to Federal
book-entry regulations, when Delivered, shall be maintained by the Trustee,
pending maturity or disposition, through continued book-entry registration of
such Account Property as described in clause (d) of the definition of
“Deliver”;


(iv)          any Account Property that is an
Uncertificated Security and that is not governed by clause (iii) above,
when Delivered, shall be maintained by the Trustee, pending maturity or
disposition, through continued registration of the Trustee’s (or its nominee’s)
ownership of such Uncertificated Security;



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(v)           the Servicer shall have the power,
revocable by the Majority Noteholders or, with the consent of the Majority
Noteholders and by the Trustee, to instruct the Trustee to make withdrawals and
payments from the Transaction Accounts for the purpose of permitting the
Servicer and the Trustee to carry out their respective duties hereunder and
under the other Transaction Documents; and


(vi)          any Transaction Account held by it
hereunder shall be maintained as a “securities account” as defined in the
Massachusetts UCC, and that it shall be acting as an Intermediary for the
Trustee itself as the “entitlement holder” (as defined in Section 8-102(a)(7)
of the Massachusetts UCC) with respect to each such Account. The parties hereto
agree that each Transaction Account shall be governed by the laws of the State
of Massachusetts, and regardless of any provision in any other agreement, the “securities
intermediary’s jurisdiction” (within the meaning of Section 8-110 of the Massachusetts
UCC) shall be the State of Massachusetts. The Trustee acknowledges and agrees
that (A) each item of property (whether investment property, financial asset, security,
instrument or cash) credited to the Transaction Accounts shall be treated as a “financial
asset” within the meaning of Section 8-102(a)(9) of the Massachusetts UCC and
(B) notwithstanding anything to the contrary, if at any time the Trustee (in
its capacity as securities intermediary) shall receive any order from the
Trustee directing transfer or repurchase of any financial asset relating to the
Accounts, the Trustee shall comply with such entitlement order without further
consent by the Issuer, the Depositor or any other person. In the event of any
conflict of any provision of this Section 6.15(c)(vi) with any other
provision of this Indenture or any other agreement or document, the provisions
of this Section 6.15(c)(vi) shall prevail.


ARTICLE
VII

NOTEHOLDERS’ LISTS AND REPORTS


Section 7.01.        Issuer To Furnish Trustee Names and Addresses of
Noteholders.


The Issuer will furnish or cause to be furnished to
the Trustee (a) within one day after each Record Date, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the Holders
of Notes as of such Record Date and (b) at such other times as the Trustee may
reasonably request in writing, within 30 days after receipt by the Issuer of
any such request, a list of similar form and content as of a date not more than
ten days prior to the time such list is furnished; provided that so long as the Trustee is the Note Registrar,
no such list shall be required to be furnished.


Section 7.02.        Preservation of Information; Communications to
Noteholders.


(a)           The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of the Holders of Notes contained in the most recent list
furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders of Notes received by the Trustee in its capacity as Note
Registrar. The Trustee may destroy any list furnished to it as provided in such
Section 7.01 upon receipt of a new list so furnished.


 



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(b)           The
Trustee shall furnish to the Noteholders promptly upon receipt of a written request
therefor, duplicates or copies of all reports, notices, requests, demands,
certificates and financial statements of the Issuer or of the Servicer
furnished to the Trustee under the Transaction Documents.


Section 7.03.        Fiscal Year.


Unless the Issuer otherwise determines, the fiscal
year of the Issuer shall end on December 31 of each year. The Issuer shall
notify the Trustee of any change in its fiscal year.


Section 7.04.        Reports to Irish Stock Exchange, Etc.


In the event of a change in the Trustee, any paying
agent or any transfer agent in Ireland, the Issuer will cause notification
thereof to be published in the Irish Stock Exchange’s Daily Official List or as
otherwise required by the rules of the Irish Stock Exchange.


Section 7.05.        Reports to S&P.


In addition to the information and reports
specifically required to be provided to S&P pursuant to the terms of this
Indenture or the other Transaction Documents, the Issuer, or the Servicer on
behalf of the Issuer, shall compile and the Issuer shall then provide S&P
with all information or reports delivered to the Trustee hereunder, and such
additional information as S&P may from time to time reasonably request and
the Issuer shall reasonably determine may be obtained and provided without
unreasonable burden or expense.


ARTICLE
VIII

TRANSACTION ACCOUNTS, DISBURSEMENTS AND RELEASES


Section 8.01.        Collection of Money.


Except as otherwise expressly provided herein, the
Trustee may demand payment or delivery of, and shall receive and collect,
directly and without intervention or assistance of any fiscal agent or other
intermediary, all money and other property payable to or receivable by the Trustee
pursuant to this Indenture. The Trustee shall apply all such money received by
it as provided in this Indenture. Except as otherwise expressly provided in
this Indenture, if any default occurs in the making of any payment or
performance under any agreement or instrument that is part of the Indenture
Collateral, the Trustee may take such action as may be appropriate to enforce
such payment or performance, including the institution and prosecution of
appropriate Proceedings. Any such action shall be without prejudice to any
right to claim a Default or Event of Default under this Indenture and any right
to proceed thereafter as provided in Article V.


Section 8.02.        Transaction Accounts.


(a)           On
or prior to the Closing Date, the Servicer on behalf of the Issuer shall
establish and maintain, in the name of the Trustee, for the benefit of the
Noteholders and the Certificateholders, the Transaction Accounts (other than
the Principal and Interest Accounts which shall be in the name of the Servicer)
as provided in Section 7.01 of the Sale and Servicing Agreement.



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(b)           All
funds required to be deposited in the Principal and Interest Account with respect
to the preceding Due Period will be deposited in the Principal and Interest
Account as provided in Section 7.01 of the Sale and Servicing Agreement. On or
before each Determination Date, the Collections with respect to the preceding
Due Period will be transferred from the Principal and Interest Account to the
Note Distribution Account as provided in Section 7.05 of the Sale and
Servicing Agreement.


(c)           On
each Distribution Date, the Trustee shall distribute all amounts on deposit in the
Note Distribution Account to Noteholders in respect of each Class of Notes and
any other parties specified in the Priority of Payments, and to the Paying
Agent under the Trust Agreement, for distribution to the Holders of the Trust
Certificates in accordance with the Priority of Payments.


(d)           All
moneys deposited from time to time in the Note Distribution Account pursuant to
the Sale and Servicing Agreement and all deposits therein pursuant to this
Indenture are for the benefit of the Noteholders and all investments made with
such moneys including all income or other gain from such investments are for
the benefit of the Noteholders as provided by the Sale and Servicing Agreement.


(e)           The
Repurchase Price described in Section 10.01 hereof and the Refinancing Price
described in Section 10.03 hereof shall be deposited in the Note
Distribution Account.


The Trustee shall invest any funds in the Note
Distribution Account as provided in the Sale and Servicing Agreement.


Section 8.03.        Officer’s Certificate.


Except for releases or conveyances required or
permitted by the Sale and Servicing Agreement and the other Transaction
Documents, the Trustee shall receive at least two Business Days’ notice when
requested by the Issuer to take any action pursuant to Section 8.05(a), accompanied
by copies of any instruments to be executed, and the Trustee shall also
require, as a condition to such action, an Officer’s Certificate, in form and
substance satisfactory to the Trustee, stating the effect of any such action,
outlining the steps required to complete the same, and concluding that all
conditions precedent to the taking of such action have been complied with and
such action will not materially and adversely impair the security for the Notes
or the rights of the Noteholders in contravention of the provisions of this
Indenture.


Section 8.04.        Termination Upon Distribution to Noteholders.


Subject to Section 4.06, this Indenture and the
respective obligations and responsibilities of the Issuer and the Trustee
created hereby shall terminate upon the distribution to the Noteholders, the
Trustee and the Backup Servicer of all amounts required to be distributed to such
parties pursuant to Article III and the Sale and Servicing Agreement.


Section 8.05.        Release of Indenture Collateral.


(a)           Subject
to the payment of its fees and reasonable expenses, the Trustee may, and when
required by the provisions of this Indenture shall, execute instruments to
release property



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from the lien of this Indenture, or convey the Trustee’s
interest in the same, in a manner and under circumstances that are not
inconsistent with the provisions of this Indenture, Section 5.08 of the Sale
and Servicing Agreement and the other Transaction Documents. No party relying upon
an instrument executed by the Trustee as provided in Article IV
hereunder shall be bound to ascertain the Trustee’s authority, inquire into the
satisfaction of any conditions precedent, or see to the application of any
moneys.


(b)           Upon
satisfaction and discharge of this Indenture pursuant to Section 4.06,
the Trustee shall release any remaining portion of the Indenture Collateral
that secured the Notes from the lien of this Indenture. The Trustee shall
release property from the lien of this Indenture pursuant to this Section
8.05(b) only upon receipt of a request from the Issuer accompanied by an
Officer’s Certificate and an Opinion of Counsel stating that all conditions
precedent to such release have been satisfied.


Section 8.06.        Surrender of Notes Upon Final Payment.


By acceptance of any Note, the Holder thereof agrees
to surrender such Note to the Trustee promptly, prior to such Noteholder’s
receipt of the final payment thereon.


ARTICLE
IX

SUPPLEMENTAL INDENTURES


Section 9.01.        Supplemental Indentures Without Consent of Noteholders.


(a)           Without
the consent of the Holders of any Notes or the Class A-1A VFN Agent but with
prior notice to the Rating Agencies, the Backup Servicer (if adversely affected
thereby) and the Class A-1A VFN Agent, and with prior written consent of the
Servicer (which consent shall not be unreasonably withheld) the Issuer and the
Trustee, when authorized by an Issuer Order, at any time and from time to time,
may enter into one or more supplemental indentures, in form satisfactory to the
Trustee, for any of the following purposes; provided
that the Issuer shall only enter into a supplemental indenture
hereunder in compliance with Section 4.01(d) of the Trust Agreement and Section
9.06 hereof:


(i)            to correct or amplify the
description of any property at any time subject to the lien of this Indenture,
or better to assure, convey and confirm unto the Trustee any property subject
or required to be subjected to the lien of this Indenture, or to subject to the
lien of this Indenture additional property;


(ii)           to evidence the succession, in
compliance with the applicable provisions hereof, of another person to the
Issuer, and the assumption by any such successor of the covenants of the Issuer
herein and in the Notes contained;


(iii)          to add to the covenants of the Issuer,
for the benefit of the Holders of the Notes, or to surrender any right or power
herein conferred upon the Issuer;


(iv)          to convey, transfer, assign, mortgage
or pledge any property to or with the Trustee;



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(v)           to cure any ambiguity, to correct or
supplement any provision herein or in any supplemental indenture that may be
inconsistent with any other provision herein, in any supplemental indenture or
in the Offering Memorandum or to make any other provisions with respect to
matters or questions arising under this Indenture or in any supplemental
indenture provided that, such
action shall not, as evidenced by an Officer’s Certificate delivered to the
Trustee, adversely affect the interests of the Noteholders or of the Class A-1A
VFN Agent;


(vi)          to evidence and provide for the
acceptance of the appointment hereunder by a successor trustee with respect to
the Notes and to add to or change any of the provisions of this Indenture as
shall be necessary to facilitate the administration of the trusts hereunder by
more than one trustee, pursuant to the requirements of Article VI;


(vii)         to add to the conditions, limitations
and restrictions on the authorized amount, terms and purposes of the issuance,
authentication and delivery of any Class of Notes, as herein set forth,
additional conditions, limitations and restrictions thereafter to be observed;


(viii)        to modify the restrictions on and
procedures for resales and other transfers of the Notes to reflect any changes
in Applicable Law or regulations (or the interpretation thereof) or to enable
the Issuer or the Trustee to rely upon the exemption from registration under
the Securities Act or the 1940 Act or to remove restrictions on resale or transfer
to the extent required hereunder;


(ix)           to make such amendments to this
Indenture or the Notes (other than an amendment of the type described in Section
9.02) as the Issuer, in its reasonable discretion, may deem necessary or
advisable in order for the Class A-1A Notes, the Class A-1B Notes, the Class
A-2A Notes, the Class A-2B Notes, the Class B Notes and the Class C Notes to
qualify for or maintain their listing on the Irish Stock Exchange;


(x)            to evidence or implement any change
to this Indenture required by regulations or guidelines enacted to support the
USA PATRIOT Act; and


(xi)           to evidence or implement the issuance
of Replacement Notes in connection with any Refinancing; and


(xii)          to make any amendment that will
minimize the risk of an entity level tax being imposed on the Issuer or any
amendment that pertains to minimizing the risk or incidence of a withholding
tax or charge being imposed on any Noteholders or on payments made to the
Issuer.


The Trustee is hereby authorized to join in the
execution of any such supplemental indenture and to make any further
appropriate agreements and stipulations that may be therein contained.


(b)           The
Issuer and the Trustee, when authorized by an Issuer Order, may, also without
the consent of any of the Holders of the Notes, but with prior notice to the
Rating Agencies and the Class A-1A VFN Agent, and with prior written consent of
the Servicer (which



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consent shall not be unreasonably withheld) enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture or of modifying in any manner the rights of the Holders of
the Notes under this Indenture; provided that
the consent of the Holders of the Notes shall be required unless the Issuer
delivers an Officer’s Certificate stating that such action shall not (i)
materially adversely affect the interests of any Noteholder, or (ii) cause the
Issuer to be subject to an entity level tax or be classified as a publicly
traded partnership within the meaning of Section 7704(b) of the Code or a
taxable mortgage pool within the meaning of Section 7701(i) of the Code; provided further that such Officer’s
Certificate with respect to clause (b)(ii) shall be based on the advice
of nationally recognized tax counsel.


(c)           Notwithstanding
any provision contained herein to the contrary, prior to entering into any
supplemental indenture pursuant to Section 9.01, the Issuer and Trustee
shall give prior written notice of such supplemental indenture to Moody’s and
obtain written confirmation from S&P that entry by the Issuer and Trustee
into such supplemental indenture satisfies the S&P Rating Condition.


Section 9.02.        Supplemental Indentures With Consent of Noteholders.


(a)           The
Issuer and the Trustee, when authorized by an Issuer Order, also may, with prior
notice to the Rating Agencies and the Backup Servicer (if adversely affected
thereby) and with the consent of the Class A-1A VFN Agent (if adversely
affected thereby), the Servicer and the Majority Noteholders by Act of such
Holders (if adversely affected thereby), enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Holders of the Notes under this
Indenture; provided that (x) the Issuer
shall only enter into a supplemental indenture hereunder in compliance with Section
4.01(c) of the Trust Agreement and Section 9.06 hereof, and (y) no such
supplemental indenture shall, without the consent of (1) the Holder of each
Note adversely affected thereby and (2) the Class A-1A VFN Agent (if adversely
affected thereby):


(i)            change the Stated Maturity Date or
the due date of any payment of any installment of principal or interest or
Class A-1A VFN Commitment Fee, as applicable, in respect of any Note, reduce
the principal amount of any Note or any rate of interest, or the Class A-1A VFN
Commitment Fee or the portion of any of the Repurchase Price or of the
Refinancing Price payable to the Holders of the Offered Notes and the Class D Notes,
change the earliest date on which any Note may be repurchased or refinanced, change
the Priority of Payments or any other provision of this Indenture or the Sale
and Servicing Agreement that affects the application of collections on, or the
proceeds of the sale of, any Loan Assets to the payment of principal, interest,
Class A-1A VFN Commitment Fee, Class A-1A VFN Increased Costs, Class A-1A VFN Breakage
Costs or of distributions pursuant to the Sale and Servicing Agreement, change
any place of payment where, or the coin or currency in which, any Note or the
principal thereof, or interest, Class A-1A VFN Commitment Fee, Class A-1A VFN
Increased Costs, or Class A-1A VFN Breakage Costs are payable, or impair the
right to institute suit for the enforcement of any such payment on or after the
Stated Maturity Date (or, in the case of repurchase, on or after the applicable
Repurchase Date);



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(ii)           reduce the percentage of the
Aggregate Outstanding Principal Balance, the consent of the Holders of which is
required for any such supplemental indenture, or the consent of the Holders of
which is required for any waiver of compliance with any provision of this Indenture
or defaults hereunder and their consequences as provided for in this Indenture;


(iii)          modify or alter the provisions of the
proviso to the definition of the term “Outstanding” or modify or alter the
exception in the definition of the term “Holder”;


(iv)          reduce the percentage of the Aggregate
Outstanding Principal Balance or of the consent of the Holders required to
direct the Trustee to direct the Issuer to sell or liquidate the Indenture
Collateral pursuant to Section 5.04;


(v)           modify any provision of this Section
9.02 except to increase any percentage specified herein or to provide that
certain additional provisions of this Indenture or the Transaction Documents
cannot be modified or waived without the consent of the Holder of each Note
affected thereby; or


(vi)          permit the creation of any lien
ranking prior to or on a parity with the lien of this Indenture with respect to
any part of the Indenture Collateral or, except as otherwise permitted or
contemplated herein, terminate the lien of this Indenture on any property at
any time subject hereto or deprive any Noteholder of the security provided by the
lien of this Indenture.


(b)           Notwithstanding
any provision contained herein to the contrary, prior to entering into any
supplemental indenture effecting any change specified in clauses (a)(i)
through (a)(vi) above, the Issuer shall deliver to the Trustee an
Opinion of Counsel to the effect that such action shall not cause the Issuer to
be subject to an entity level tax or be classified as a publicly traded partnership
within the meaning of Section 7704(b) of the Code or a taxable mortgage pool
within the meaning of Section 7701(i) of the Code.


(c)           The
Trustee may rely in good faith upon an Officer’s Certificate as to whether such
supplemental indenture will adversely affect any Holder of Notes, the Class
A-1A VFN Agent, the Servicer or the Backup Servicer.


(d)           It
shall not be necessary for any Act of Noteholders under this Section 9.02
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.


(e)           Promptly
after the execution by the Issuer and the Trustee of any supplemental indenture
pursuant to this Section 9.02, the Trustee shall mail to the Rating
Agencies, the Servicer, the Class A-1A VFN Agent, the Holders of the Notes to
which such amendment or supplemental indenture relates a copy of such
supplemental Indenture or a notice setting forth in general terms the substance
of such supplemental indenture. Any failure of the Trustee to mail such notice,
or any defect therein, shall not, however, in any way impair or affect the
validity of any such supplemental indenture.



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(f)            Notwithstanding any provision
contained herein to the contrary, prior to entering into any supplemental
indenture pursuant to this Section 9.02, the Issuer and Trustee shall
obtain written confirmation from each of Moody’s and S&P that entry by the
Issuer and Trustee into such supplemental indenture satisfies the Moody’s
Rating Condition and the S&P Rating Condition, respectively.


Section 9.03.        Execution of Supplemental Indentures.


In executing, or permitting the additional trusts
created by, any supplemental indenture permitted by this Article IX or
the modification thereby of the trusts created by this Indenture, the Trustee
shall be entitled to receive, and subject to Sections 6.01 and 6.02,
shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture which Opinion of Counsel may rely upon an Officer’s Certificate with
respect to the effect of any such supplemental indenture on the economic
interests of the Holders of the Notes and the Class A-1A VFN Agent. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
that affects the Trustee’s own rights, duties, liabilities or immunities under
this Indenture or otherwise. The Trustee shall provide copies of each
supplemental indenture to the Rating Agencies.


Section 9.04.        Effect of Supplemental Indenture.


Upon the execution of any supplemental indenture
pursuant to the provisions hereof, this Indenture shall be and shall be deemed
to be modified and amended in accordance therewith with respect to the Notes
affected thereby, and the respective rights, limitations of rights, obligations,
duties, liabilities and immunities under this Indenture of the Trustee, the
Issuer and the Noteholders shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.


Section 9.05.        Reference in Notes to Supplemental Indentures.


Notes authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article IX may, and if required
by the Trustee shall, bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture. If the Issuer or the
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Trustee and the Issuer, to any such supplemental indenture may be
prepared and executed by the Issuer and authenticated and delivered by the
Trustee in exchange for Outstanding Notes.


Section 9.06.        Consent of the Servicer and the Backup Servicer.


The Issuer agrees that it will not permit to become
effective any supplemental indenture that adversely affects the obligations or
rights of the Servicer or, to the extent that such supplemental indenture would
adversely affect the Backup Servicer in its capacity as successor Servicer, the
Backup Servicer or the amount or priority or payment of any fees or other
amounts payable to the Servicer or Backup Servicer unless, in each such case
the Servicer or, as applicable, the Backup Servicer, has been given prior
written notice of such supplemental indenture and has consented thereto in
writing.



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ARTICLE
X

OPTIONAL REPURCHASE AND REFINANCING OF NOTES; CLASS A-1A VFN

NOTE MECHANICS


Section 10.01.      Optional Repurchase.


At any time after the date on which the Aggregate
Outstanding Loan Balance is less than 15% of the Expected Aggregate Outstanding
Loan Balance or, if less, the Aggregate Outstanding Loan Balance as of the
Effective Date, the Issuer may effect an Optional Repurchase of the Offered
Notes and the Class D Notes in whole, but not in part, at the direction of the
Holders of at least 66 2/3% of the Outstanding Principal Balance of the Class E
Notes (an “Optional Repurchase”), on any Distribution Date specified in
a written notice from such Holders to the Issuer and the Trustee of their
election to cause the Issuer to repurchase the Offered Notes and the Class D
Notes which directs the Issuer to deposit in full in the Note Distribution
Account an amount equal to the Repurchase Price; provided that such notice shall be delivered at least 15 Business
Days prior to the proposed Repurchase Date. Thereafter, the Servicer or the
Issuer shall furnish notice of such election to the Trustee, the Owner Trustee,
the Class A-1A VFN Agent and the Rating Agencies no later than ten Business
Days prior to the proposed Repurchase Date and the Issuer shall deposit by no
later than 1:00 p.m. (New York time) on the Repurchase Date with the Trustee in
the Note Distribution Account the Repurchase Price of the Notes to be repurchased
on the Repurchase Date, and all such Notes shall be due and payable on the Repurchase
Date and all Class A-1A VFN Commitments shall terminate on the Repurchase Date,
after the furnishing of the notice to each Holder of Notes as required by Section
10.05. The Issuer may withdraw any notice of repurchase or specify a new
Repurchase Date at any time prior to the proposed Repurchase Date set forth in
any prior notice of repurchase by providing written notice to the Trustee, the
Owner Trustee, the Class A-1A VFN Agent and the Rating Agencies by no later
than the second Business Day preceding such Repurchase Date.


Section 10.02.      Notes Payable on Repurchase Date.


(a)           The
Notes to be repurchased shall, following notice of repurchase as required by Section
10.05, and unless the Issuer shall have provided written notice to the
Trustee of its election to withdraw such notice of repurchase as contemplated
in Section 10.01, become due and payable on the Repurchase Date at the
Repurchase Price and all Class A-1A VFN Commitments shall terminate on the
related Repurchase Date and (unless the Issuer shall default in payment of the
Repurchase Price) no interest shall accrue on the Repurchase Price for any period
after the date to which accrued interest is calculated for purposes of
calculating the Repurchase Price. Following the repurchase in whole of the
Offered Notes and the Class D Notes, the Class E Notes will be repurchased in
whole whether or not any amounts are available to the Issuer for distribution
to the Holders of the Class E Notes in connection with such repurchase.


(b)           The
portion of the Repurchase Price constituting payment of principal of the Offered
Notes and the Class D Notes shall be distributed to Noteholders in accordance
with Section 7.05(c) of the Sale and Servicing Agreement and all other amounts
included in the Repurchase Price shall be distributed in accordance with
Section 7.05(a) of the Sale and Servicing Agreement.



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(c)           On
the Repurchase Date, the Indenture Collateral (other than the Transaction Accounts)
shall cease to constitute assets of the Issuer and the Noteholders shall have
no interest therein nor any claim to any distributions in respect of the
Indenture Collateral (other than the Transaction Accounts).


Section 10.03.      Optional Refinancing.


(a)           The
Issuer may effect a Refinancing of the Offered Notes and the Class D Notes at
the direction of the Holders of at least 66-2/3% of the Outstanding Principal
Balance of the Class E Notes (a “Refinancing”), in whole but not in
part, on any Refinancing Date by payment of the Refinancing Price to the
Holders of the Offered Notes and the Class D Notes and other Persons entitled
thereto. To effect a Refinancing, such Holders shall deliver a written notice
to the Issuer and the Trustee of their election to cause the Issuer to effect a
Refinancing; provided that such
notice shall be delivered at least 15 Business Days prior to the proposed
Refinancing Date. Thereafter, the Issuer shall deposit in the Note Distribution
Account by no later than 1:00 p.m. (New York time) on the Business Day
immediately preceding the applicable Refinancing Date an amount equal to the
Refinancing Price and shall comply with the provisions of this Section 10.03
and Section 10.04.


(b)           Any
Refinancing shall be permitted only in connection with an issuance of additional
notes (such notes, the “Replacement Notes”), the proceeds of which will
be used to fully prepay all Classes of Offered Notes and the Class D Notes.
Upon receipt of a notice of Refinancing, the Servicer will cause the Issuer to
issue and the Trustee shall, upon receipt of an Issuer Order, authenticate and
deliver Replacement Notes having the terms, priorities and conditions set forth
in a supplemental indenture to this Indenture approved by the Holders of at least
66-2/3% of the Aggregate Outstanding Principal Balance of the Class E Notes and
approved by the Servicer. No Refinancing shall be permitted hereunder unless,
after giving effect thereto, the Offered Notes and the Class D Notes shall be
prepaid in full. The issue of the Replacement Notes, and the prepayment of the
Offered Notes and the Class D Notes, will be contingent on receipt by the
Issuer of sufficient funds from the issuance of the Replacement Notes to prepay
in full the Offered Notes and the Class D Notes and pay certain other amounts by
payment in full of the Refinancing Price.


(c)           The
portion of the Refinancing Price constituting payment of principal of the Offered
Notes and the Class D Notes shall be distributed to Noteholders in accordance
with Section 7.05(c) of the Sale and Servicing Agreement and all other amounts
included in the Refinancing Price shall be distributed in accordance with
Section 7.05(a) of the Sale and Servicing Agreement.


(d)           Offered
Notes in the form of Definitive Notes called for prepayment must be surrendered
at the place specified in the notice of Refinancing given pursuant to Section
10.05 in order for the Holder to receive its ratable portion of the
Refinancing Price.


Section 10.04.      Form of Refinancing Notice by the Issuer.


Notice of a Refinancing will be given by the Issuer to
the Trustee, the Owner Trustee, the Class A-1A VFN Agent, and the Rating
Agencies not less than ten Business Days prior to the



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proposed Refinancing Date. The Issuer will have the
option to withdraw any notice of Refinancing at any time prior to the scheduled
Refinancing Date by written notice to the Trustee, the Servicer, the Owner
Trustee, the Class A-1A VFN Agent, and the Rating Agencies delivered at least
two Business Days prior to the proposed Refinancing Date. A withdrawal of such
notice of Refinancing or the inability of the Issuer to complete Refinancing of
the Offered Notes and the Class D Notes will not constitute an Event of
Default.


Section 10.05.      Form of Repurchase or Refinancing Notice by the Trustee.


(a)           Notice
of repurchase under Section 10.01 or refinancing under Section 10.03
shall be given by the Trustee to each Holder of Notes by facsimile, electronic
mail, overnight courier or by first-class mail, postage prepaid, and may also
be transmitted or mailed prior to the applicable Repurchase Date or Refinancing
Date, as applicable, as of the close of business on the Record Date preceding
the applicable Repurchase Date or Refinancing Date, as applicable, at each such
Holder’s address appearing in the Note Register. In addition, for so long as
any Notes are listed on the Irish Stock Exchange and so long as the rules of
such exchange so require, notice of an Optional Repurchase or Refinancing will
also be given by the Trustee to the Ireland Paying Agent for delivery to the
Irish Stock Exchange.


(b)           All
notices of repurchase or refinancing (including notice given by the Issuer pursuant
to Section 10.01) shall state:


(i)            the Repurchase Date or Refinancing
Date, as applicable;


(ii)           the Repurchase Price or Refinancing
Price, as applicable;


(iii)          that the Record Date otherwise
applicable to such Repurchase Date or Refinancing Date, as applicable, is not
applicable and that payments shall be made only upon presentation and surrender
of such Notes and the place where such Notes are to be surrendered for payment
of the Repurchase Price or Refinancing Price, as applicable (which shall be the
office or agency of the Issuer to be maintained as provided in Section 3.02);
and


(iv)          that interest and Class A-1A VFN
Commitment Fee, as applicable, on the Notes shall cease to accrue on the
Repurchase Date or Refinancing Date, as applicable.


(c)           Notice
of repurchase or refinancing of the Notes shall be given by the Trustee in the
name and at the expense of the Issuer. Failure to give notice of repurchase or
refinancing, or any defect therein, to any Holder of any Note shall not impair
or affect the validity of the repurchase or refinancing of any other Note.


Section 10.06.      Draws and Repayments of Class A-1A VFN Notes.


(a)           Pursuant
to the Class A-1A VFN Purchase Agreement and subject to compliance with the
conditions set forth therein, the Issuer (or the Servicer on behalf of the
Issuer) may request, and the Holders of the Class A-1A VFN Notes (or any
Liquidity Provider with respect to such Holders) will be obligated to make,
advances under the Class A-1A VFN Notes to acquire Additional Loans and/or to
fund the Exposure Amounts relating to Revolving Loans and



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Delayed Draw Term Loans on any Business Day from and
including the Closing Date and to but excluding the Commitment Termination Date
with respect to the Class A-1A VFN Notes, in an aggregate amount not to exceed
the Maximum Class A-1A VFN Commitment.


(b)           A Class A-1A VFN Prepayment may be
made on any Distribution Date in accordance with the Priority of Payments or
any Business Day other than a Distribution Date (the date of such a Class A-1A
VFN Prepayment, an “Interim Distribution Date”). The Servicer on behalf
of the Issuer shall provide not less than one Business Day’s notice to the
Class A-1A VFN Agent (with a copy to the Trustee) in connection with any Class
A-1A VFN Prepayment to be made on an Interim Distribution Date. Any Class A-1A
VFN Breakage Costs shall be paid on the first Distribution Date following the
applicable Interim Distribution Date in accordance with the Priority of
Payments; provided that no Class
A-1A VFN Breakage Costs shall be paid in connection with any Class A-1A VFN Prepayment
made on a Permitted Prepayment Date. The aggregate principal amount of any
Class A-1A VFN Prepayment (other than any prepayment of principal required to
be made in accordance with the Priority of Payments) of the Class A-1A VFN
Notes (taken as a whole) will be at least $250,000 (and integral multiples of
$1,000 in excess thereof) (or, if the aggregate drawn amount is less than
$250,000, such lesser amount). Any Class A-1A VFN Prepayment will be made by
the Issuer pro rata to all of the
outstanding Class A-1A VFN Notes.


(c)           Draws may be made by the Issuer from
time to time in accordance with the procedures specified in the Class A-1A VFN
Purchase Agreement.


(d)           On the Commitment Termination Date,
the Issuer (or the Servicer on behalf of the Issuer) shall make a Draw under
the Class A-1A VFN Notes in an amount equal to the undrawn amount of the
Maximum Class A-1A VFN Commitments as of such date. The Trustee will (at the
direction of the Servicer) upon receipt of such Draw, out of the proceeds of
such Draw, deposit into the Class A-1A VFN Funding Account an amount sufficient
to cause the Class A-1A VFN Funding Test to be satisfied and shall deposit the
remaining proceeds of such Draw into the Principal and Interest Account where
such amount shall be applied in accordance with the Priority of Payments as
Principal Collections on the next Distribution Date, which, for the avoidance
of doubt, shall be the next Business Day.


Section
10.07.      Class A-1A VFN Noteholder
Rating Criteria.


If any Class A-1A VFN Noteholder at any time fails to
satisfy the Rating Criteria such Noteholder shall be required to use all
reasonable efforts to assign, within 30 days of such failure, all of its rights
and obligations in respect of its Class A-1A VFN Notes to one or more Persons
that satisfies, on the effective date of the proposed replacement, the Rating
Criteria (unless such Holder again satisfies the Rating Criteria within 30 days
after such failure); provided that
any assignment of a Class A-1A VFN Noteholder’s interest in a Class A-1A VFN Note
shall comply with the terms of this Indenture and of the Class A-1A VFN
Purchase Agreement. If such Class A-1A VFN Noteholder is unable to make such
assignment within 30 days after its failure to satisfy the Rating Criteria, the
Issuer shall make a Draw in the amount of the entire undrawn portion of such
Noteholder’s Class A-1A VFN Commitment and shall make a corresponding deposit
of the proceeds of such Draw into the Class A-1A VFN Funding Account. The
amount of such Draw will not bear interest, but the Issuer will pay the Class
A-1A VFN



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Commitment Fee on the amount of such Draw until the
date such Holder makes an assignment to a replacement Holder which satisfies
the Rating Criteria. Upon the effectiveness of such assignment, the portion of
such Draw remaining in the Class A-1A VFN Funding Account shall be repaid to
the Class A-1A VFN Noteholder making such assignment. The purchase of Class A-1A
VFN Notes (whether in connection with the initial placement or in a subsequent
transfer) by any purchaser who does not satisfy the Rating Criteria set forth
in clause (a) of the definition thereof at the time of such purchase but
who is then entitled to the benefits of a Liquidity Facility described in clause
(c) of such definition shall not be permitted unless the Rating Agency Condition
is satisfied with respect to the acquisition of Class A-1A VFN Notes by such purchaser
and such Liquidity Provider enters into an assignment and acceptance agreement agreeing
to undertake and be bound by the provisions of the Class A-1A VFN Note Purchase
Agreement applicable thereto.


Section 10.08.      Class A-1A VFN Holder Collateral Account.


(a)           Prior
to the Closing Date, the Issuer shall establish initially with the Trustee and cause
to be maintained a segregated securities account, in the name of the Trustee in
trust for the benefit of the Issuer, the Securityholders and the applicable
Class A-1A VFN Noteholders and in which no other Person shall have any legal or
beneficial interest, which account shall be designated the Class A-1A VFN
Holder Collateral Account (the “Class A-1A VFN Holder Collateral Account”).
If at any time any Holder of a Class A-1A VFN Note shall be required to deposit
funds into the Class A-1A VFN Holder Collateral Account pursuant to the terms
of the Class A-1A VFN Purchase Agreement, then (i) the Servicer shall direct
the Trustee to create, and the Trustee shall create, a segregated subaccount of
the Class A-1A VFN Holder Collateral Account for such Class A-1A VFN Noteholder
(each, a “Holder Subaccount”) and (ii) the Servicer shall deposit all
funds received from such Holder into such Holder Subaccount. All payments of
principal of or interest on the Class A-1A VFN Notes held by such Holder, and
any payments of Class A-1A VFN Commitment Fee otherwise payable to such Holder,
shall be deposited in such Holder Subaccount to the extent provided in the
Class A-1A VFN Purchase Agreement. The only permitted withdrawal from or
application of funds credited to a Holder Subaccount shall be, notwithstanding
the occurrence of any Event of Default, to satisfy such Holder’s obligations
under the Class A-1A VFN Purchase Agreement, as specified in this Section
10.08 and to return such amounts to such Holder in accordance with Sections
10.08(c) and 10.08(d).


(b)           The
deposit of funds into a Holder Subaccount pursuant to Section 10.08(a)
by any Holder of a Class A-1A VFN Note shall not constitute a Draw by the
Issuer and shall not constitute a utilization of the Class A-1A VFN Commitment
of such Holder, and the funds so deposited shall not constitute principal
outstanding under such Class A-1A VFN Note. However, from and after the
establishment of a Holder Subaccount with respect to any Holder of Class A-1A
VFN Notes until otherwise provided below, (i) the obligation of such Holder to advance
funds under its Class A-1A VFN Notes as part of any Draw under this Indenture
and the Class A-1A VFN Purchase Agreement shall be satisfied by the Servicer
withdrawing funds from such Holder Subaccount in the amount of such Holder’s
share of such Draw (determined in accordance with the Priority of Payments and
the Class A-1A VFN Purchase Agreement); provided
that such Class A-1A VFN Noteholder shall remain obligated in
respect of such Draw to the extent the amount thereof exceeds the amount on
deposit in such Holder Subaccount, and



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(ii) all payments of principal with respect to
advances made by such Holder under its Class A-1A VFN Notes (whether or not
originally funded from such Holder Subaccount) and all payments of interest
thereon shall be satisfied by the Servicer depositing or causing the deposit of
the related funds into such Holder Subaccount (in an amount determined in
accordance with the Class A-1A VFN Purchase Agreement), with notice of such
deposit to the Class A-1A VFN Agent. The Servicer shall have full power and
authority to withdraw funds (with notice of any such withdrawal to the Class
A-1A VFN Agent) from each such Holder Subaccount at the time of, and in
connection with, the making of any such Draw and to deposit funds (with notice
of any such deposit to the Class A-1A VFN Agent) into each such Holder
Subaccount, all in accordance with the terms of and for the purposes set forth
in this Indenture and the related Class A-1A VFN Purchase Agreement.


(c)           If
at any time the amount of funds on deposit in the Holder Subaccount relating to
any Holder of Class A-1A VFN Notes, net of any reinvestment earnings in respect
of Class A- 1A VFN Permitted Investments, exceeds the undrawn amount of the
Class A-1A VFN Commitment of such Holder (whether due to a reduction in the
Class A-1A VFN Commitment or otherwise), then the Servicer on behalf of the
Issuer shall instruct the Trustee to remit to such Holder a specified portion
of such funds then held in the related Holder Subaccount in an amount equal to
such excess.


(d)           If
at any time a Holder of Class A-1A VFN Notes is no longer required to deposit or
maintain funds in the Class A-1A VFN Holder Collateral Account pursuant to the
terms of the Class A-1A VFN Purchase Agreement to which such Holder is a party,
then the Servicer shall notify the Trustee of such fact and direct the Trustee
to remit all funds then held in the relevant Holder Subaccount (after giving
effect to any Draw in respect of such Class A-1A VFN Notes to be made on such
date) (other than reinvestment earnings in respect of Class A-1A VFN Permitted
Investments which shall be remitted to such Holder as provided in Section
10.08(e)) to such Holder (with notice thereof to the Class A-1A VFN Agent),
and thereafter all payments of principal and interest with respect to advances
made by such Holder shall be paid directly to such Holder in accordance with
the terms of this Indenture and the Class A-1A VFN Purchase Agreement.


(e)           For
so long as any amounts are on deposit in a Holder Subaccount, the Trustee shall,
at the written direction of the related Class A-1A VFN Noteholder (which may be
in the form of standing instructions), invest and reinvest such funds in
investments which satisfy the definition of the term “Permitted Investments”
but which mature not later than the day following the date of acquisition
thereof (collectively, “Class A-1A VFN Permitted Investments”). Investment
earnings received during each Due Period in respect of Class A-1A VFN Permitted
Investments in the Holder Subaccount of a Class A-1A VFN Noteholder will be
paid to such Holder on the related Distribution Date. In the absence of such
instructions, such funds will remain uninvested.


(f)            If
the Class A-1A VFN Holder Collateral Account, any Holder Subaccount or any funds
on deposit therein, or otherwise to the credit of any Holder Subaccount, shall
become subject to any writ, order, judgment, warrant of attachment, execution
or similar process, the Trustee shall give the Servicer, the Issuer and the
related Holder immediate notice thereof.



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Section 10.09.      Class A-1A VFN Funding Account.


(a)           Prior
to the Closing Date, the Servicer shall establish with the Trustee and cause to
be maintained a segregated securities account, in the name of the Trustee in
trust for the benefit of the Issuer and the Securityholders, which account
shall be designated the “Class A-1A VFN Funding Account”. Amounts shall
be deposited from time to time into the Class A-1A VFN Funding Account in
accordance with the Priority of Payments and as described herein (including in
connection with Section 10.07), and may be withdrawn therefrom by the
Servicer on behalf of the Issuer to acquire Additional Loans and to fund
Exposure Amounts with respect to Revolving Loans and Delayed Draw Term Loans
and as further provided herein. The only permitted withdrawals from or
applications of funds on deposit in, or otherwise to the credit of, the Class
A-1A VFN Funding Account shall be (i) during the Ramp-Up Period and the Replenishment
Period, to acquire Additional Loans, (ii) to fund Exposure Amounts with respect
to Revolving Loans and Delayed Draw Term Loans and (iii) after the Commitment
Termination Date, to deposit to the Note Distribution Account for distribution
for the Noteholders in accordance with the Priority of Payments, any amounts in
excess of the amount required to be maintained on deposit in the Class A-1A VFN
Funding Account to cause the Class A-1A VFN Funding Test to be satisfied. If at
any time during the Replenishment Period the Issuer receives a payment of
principal with respect to a Revolving Loan and, after giving effect to such
payment (and any corresponding increase in the Exposure Amount), the Class A-1A
VFN Funding Test is not satisfied, the Servicer will transfer an amount of
Principal Collections sufficient to cause the Class A-1A VFN Funding Test to be
satisfied from the Principal Collection Account to the Class A-1A VFN Funding
Account. Any interest earned on Permitted Investments held in the Class A- 1A
VFN Funding Account shall be applied as Interest Collections, as directed by
the Servicer in writing.


(b)           If
the Class A-1A VFN Funding Account or any funds on deposit therein, or otherwise
to the credit of the Class A-1A VFN Funding Account, shall become subject to
any writ, order, judgment, warrant of attachment, execution or similar process,
the Trustee shall give the Servicer and the Issuer immediate notice thereof.
The Issuer shall not have any legal, equitable or beneficial interest in the
Class A-1A VFN Funding Account other than in accordance with the Priority of
Payments.


(c)           By
Issuer Order (which may be in the form of standing instructions) or at the direction
of the Servicer on behalf of the Issuer, the Issuer (or the Servicer on behalf
of the Issuer) shall at all times direct the Trustee or if other than the
Trustee, the Qualified Institution holding such account, to, and, upon receipt
of such Issuer Order or direction from the Servicer, the Trustee shall, invest
not less than fifty percent (50%) of all funds received into the Class A- 1A
VFN Funding Account during a Due Period, and amounts received in prior Due
Periods and retained in the Class A-1A VFN Funding Account, in Permitted
Investments maturing no later than five Business Days following the date of
such investment with the remainder of such funds to be invested in Permitted
Investments maturing no later than thirty days following the date of such
investment.


(d)           If,
prior to the occurrence of a Servicer Default or an Event of Default, neither
the Issuer nor the Servicer shall have given any investment directions pursuant
to Section 10.09(c), the Trustee shall seek instructions from the Issuer
or the Servicer within two Business Days after



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transfer of such funds to the Class A-1A VFN Funding
Account. If (i) the Trustee does not receive written instructions from the
Issuer or the Servicer within two Business Days after a request therefore as
described in the preceding sentence or (ii) a Servicer Default or an Event of Default
shall have occurred, the Trustee shall invest and reinvest the funds held in
such Class A- 1A VFN Funding Account, as fully as practicable, but only in one
or more Permitted Investments of the type described in clause (vi) of
the definition thereof which are available no later than five Business Days
following such investment or reinvestment. All interest and other income from
such investments made pursuant to Section 10.09(c) or this Section
10.09(d) shall be deposited in the Principal and Interest Account, any gain
realized from such investments shall be credited to the Class A-1A VFN Funding
Account, and any loss resulting from such investments shall be charged to the
Class A-1A VFN Funding Account. The Trustee shall not in any way be held liable
by reason of any insufficiency of the Class A-1A VFN Funding Account resulting
from any loss relating to any such investment, except with respect to
investments in obligations of U.S. Bank National Association or any Affiliate
thereof.


ARTICLE
XI

MISCELLANEOUS


Section 11.01.      Confidentiality.


(a)           No
Receiving Party shall use any Confidential Information except to the extent necessary
to evaluate and monitor the transaction represented by the Transaction
Documents. Each Receiving Party agrees (and each Holder of a Note is deemed to
agree) that it will make available Confidential Information only to (i) its
officers, employees, directors, affiliates, advisors, agents, shareholders,
members, partners and managers who have a need to know such Confidential
Information for the purpose of evaluating or monitoring the transaction, (ii)
its accounting firms, legal counsel, and with respect to any Class A-1A VFN
Noteholder, its Liquidity Provider (and their respective officers, employees,
directors, agents, affiliates and advisors) and (iii) any prospective purchasers
of a Note, in each case who have need to know such Confidential Information for
the purposes of evaluating or monitoring the transaction (collectively, “representatives”),
and that all persons to whom such Confidential Information is made available
will be made aware of the confidential nature of such Confidential Information and
agree to be bound by the restrictions imposed by this Agreement on the use of
Confidential Information.


(b)           No
Receiving Party or any of its representatives will disclose to any third party,
except as shall be required by law, any Confidential Information.


(c)           Each
Receiving Party acknowledges and agrees that the breach or threatened breach of
this Section 11.01 by it may result in irreparable and continuing damage
to the Disclosing Parties, for which there will be no adequate remedy at law.
Accordingly, each Receiving Party agrees that the Disclosing Parties shall be
entitled, without prejudice, to all the rights and remedies available to each
of them, including an injunction or specific performance to prevent breaches or
threatened breaches of any of the provisions of this Agreement by an action instituted
in a court having proper jurisdiction.



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(d)           The
confidentiality provisions of this Section 11.01 shall remain in effect
for a period commencing on the date hereof and end two years after the Stated
Maturity Date.


(e)           If
any Receiving Party or any of its affiliates or representatives is required by legal
process to disclose any of the Confidential Information, such Receiving Party
shall provide the Disclosing Parties with notice of such requirement so that
the Disclosing Parties may seek a protective order or other appropriate remedy
or waive compliance with the provisions of this Agreement. If a protective
order or other remedy is not obtained within a reasonable amount of time, such
Receiving Party, its affiliates and representatives may, without violating this
Agreement, disclose that portion of the Confidential Information that such
party is legally required to disclose.


Section 11.02.      Form of Documents Delivered to Trustee.


In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several
documents.


Any certificate or opinion of a Responsible Officer of
the Issuer may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows that the certificate or opinion or representations with respect to the
matters upon which the certificate or opinion is based are erroneous. Any such
certificate of a Responsible Officer or Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Servicer, the Issuer, the
Trust Depositor, or other appropriate Person, stating that the information with
respect to such factual matters is in the possession of the Servicer, the
Issuer, the Trust Depositor or such other Person, unless such counsel knows
that the certificate or opinion or representations with respect to such matters
are erroneous.


Where any Person is required to make, give or execute
two or more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.


Whenever in this Indenture, in connection with any
application or certificate or report to the Trustee, it is provided that the Issuer shall deliver any
document as a condition of the granting of such application, or as evidence of
the Issuer’s compliance with any term hereof, it is intended that the truth and
accuracy in all material respects, at the time of the granting of such application
or at the effective date of such certificate or report (as the case may be), of
the facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however, be
construed to affect the Trustee’s right to rely upon the truth and accuracy of
any statement or opinion contained in any such document as provided in Article
VI.



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Section 11.03.      Acts of Noteholders.


(a)           Any
request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Noteholders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Noteholders in person or by agents duly appointed in writing; and
except as herein otherwise expressly provided such action shall become
effective when such instrument or instruments are delivered to the Trustee,
and, where it is hereby expressly required, to the Issuer. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes referred
to as the “Act” of the Noteholders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.01) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Section 11.03.


(b)           The
fact and date of the execution by any person of any such instrument or writing
may be proved in any manner that the Trustee deems sufficient.


(c)           The
ownership of Notes shall be proved by the Note Register.


(d)           Any
request, demand, authorization, direction, notice, consent, waiver or other action
by the Holder of any Notes shall bind the Holder of every Note issued upon the registration
thereof or in exchange therefor or in lieu thereof, in respect of anything
done, omitted or suffered to be done by the Trustee or the Issuer in reliance
thereon, whether or not notation of such action is made upon such Note.


Section 11.04.      Notices, etc., to Trustee and Others.


(a)           Any
request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders
or other documents provided or permitted by this Indenture shall be in writing
and if such request, demand, authorization, direction, notice, consent, waiver
or act of Noteholders is to be made upon, given or furnished to or filed with:


(i)            the Trustee by any Noteholder or by
the Issuer, shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to and mailed, by certified mail, return receipt
requested, hand delivered, sent by overnight courier service guaranteeing next
day delivery or by telecopy in legible form, to the Trustee and received at the
Corporate Trust Office;


(ii)           the
Issuer by the Trustee or by any Noteholder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first class postage prepaid, hand delivered, sent by overnight courier
service or by telecopy in legible form, to the Issuer addressed to ARCC
Commercial Loan Trust 2006, c/o Wilmington Trust Company, 1110 North Market
Street, Wilmington, DE 19890, Attention: Ian Monigle, Facsimile: (302)
636-4140, with a copy to the Servicer as provided in clause (iv) below
or at any other address previously furnished in writing to the Trustee by the
Issuer;



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(iii)          the Class A-1A VFN Agent by the
Trustee or by the Issuer shall be sufficient for every purpose hereunder in
writing and mailed, first class postage prepaid, hand delivered, sent by
overnight courier service or by telecopy in legible form, to the Class A-1A VFN
Agent addressed to it at U.S. Bank National Association, One Federal Street,
Boston, Massachusetts 02110, Attention: CDO Unit, Reference ARCC 2006-1,
Facsimile: 866-386-0156 or any other address previously furnished in writing to
the Trustee by the Class A-1A VFN Note Agent;


(iv)          the Servicer by the Issuer or the
Trustee shall be sufficient for every purpose hereunder if in writing and
mailed, first class postage prepaid, hand delivered, sent by overnight courier
service or by telecopy in legible form, to the Servicer addressed to Ares
Capital Corporation, 780 Third Avenue, 96th Floor New York, NY 10017, Attention:
Michael J. Arougheti, Facsimile: (212) 750-1777, with a copy to: Ares Capital
Management, 1999 Avenue of the Stars, Suite 1900, Los Angeles, California
70067, Attention: Daniel F. Nguyen, Facsimile: (312) 201-4189, or at any other
address previously furnished in writing to the Issuer or the Trustee by the
Servicer;


(v)           the Ireland Paying Agent by the
Issuer or the Trustee shall be sufficient for every purpose hereunder if in
writing and mailed, first class postage prepaid, hand delivered, sent by
overnight courier service in legible form, to the Ireland Paying Agent
addressed to JP Morgan Bank (Ireland) PLC, JP Morgan House, ITS, Dublin 1,
Ireland, Attention:
[                   ],
or at any other address previously furnished in writing to the Issuer or the
Trustee by the Ireland Paying Agent;


(b)           Notices
required to be given to the Rating Agencies by the Issuer, the Trustee or the
Owner Trustee shall be in writing, personally delivered or mailed by certified
mail, return receipt requested, to (i) in the case of S&P, at the following
address: Standard and Poor’s Rating Service, 55 Water Street, 41st Floor, New
York, New York 10007, Attention: Surveillance: Asset-Backed Services, and via
electronic mail to CDO_Surveillance@sandp.com and (ii) in the case of Moody’s,
at the following address: Moody’s Investors Service, CDO Monitoring Department,
99 Church Street, New York, New York 10007, cdomonitoring@moodys.com; or as to
each of the foregoing, at such other address as shall be designated by written
notice to the other parties; provided that
no notice shall be required to be given to the Rating Agencies until a Class of
Notes has been rated by such Rating Agency.


(c)           Delivery
of any request, demand, authorization, direction, notice, consent, waiver or
Act of Noteholders or other documents made as provided above will be deemed
effective: (i) if in writing and delivered in Person or by overnight courier
service, on the date it is delivered; (ii) if sent by facsimile transmission,
on the date that transmission is received by the recipient in legible form (it
being agreed that the burden of proving receipt will be on the sender and will
not be met by a transmission report generated by the sender’s facsimile
machine); and (iii) if sent by mail, on the date that mail is delivered or its
delivery is attempted; in each case, unless the date of that delivery (or
attempted delivery) or that receipt, as applicable, is not a Business Day or
that communication is delivered (or attempted) or received, as applicable,
after the close of business on a Business Day, in which case that communication
shall be deemed given and effective on the first following day that is a
Business Day.



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Section 11.05.      Notices to Noteholders; Waiver.


Where this Indenture provides for notice to
Noteholders of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, by nationally
recognized overnight courier or by first-class, postage prepaid to each
Noteholder affected by such event, at his address as it appears on the Note
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Noteholders is given by mail, neither the failure to mail such notice nor any
defect in any notice so mailed to any particular Noteholder shall affect the
sufficiency of such notice with respect to other Noteholders, and any notice
that is mailed in the manner herein provided shall conclusively be presumed to
have been duly given.


The Trustee will deliver to each Noteholder shown on
the Note Register any readily available information or notice requested to be
so delivered, at the expense of the Issuer.


Where this Indenture provides for notice in any
manner, such notice may be waived in writing by any Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Noteholders shall be filed with
the Trustee but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such a waiver.


In case, by reason of the suspension of regular mail
service as a result of a strike, work stoppage or similar activity, it shall be
impractical to mail notice of any event to Noteholders when such notice is
required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Trustee shall be
deemed to be a sufficient giving of such notice.


Where this Indenture provides for notice to the Rating
Agencies, failure to give such notice shall not affect any other rights or
obligations created hereunder, and shall not under any circumstance constitute
an Event of Default.


In addition, for so long as any Class of Notes is
listed on the Irish Stock Exchange and the rules thereof so require, notices to
Holders of such Notes will also be given by publication in the Irish Stock
Exchange’s Daily Official List or as otherwise required by the rules of the
Irish Stock Exchange.


Section 11.06.      Alternate Payment and Notice Provisions.


Notwithstanding any provision of this Indenture or any
of the Notes to the contrary, the Issuer may enter into any agreement with any
Holder of a Note providing for a method of payment, or notice by the Trustee or
any Paying Agent to such Holder, that is different from the methods provided
for in this Indenture for such payments or notices. The Issuer will furnish to
the Trustee a copy of each such agreement and the Trustee, at the expense of
the Issuer, will cause payments to be made and notices to be given in
accordance with such agreements.



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Section 11.07.      Effect of Headings.


The Article and
Section headings herein are for convenience only and shall not affect the
construction hereof.


Section
11.08.      Successors and Assigns.


All covenants and agreements in this Indenture and the
Notes by the Issuer shall bind its successors and assigns, whether so expressed
or not. All agreements of the Trustee in this Indenture shall bind its
successors, co-trustees and agents.


Section
11.09.      Severability.


In case any provision in this Indenture or in the
Notes shall be invalid, illegal or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.


Section
11.10.      Benefits of Indenture.


Nothing in this Indenture or in the Notes, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder, and the Secured Parties, and any other Person with an
ownership interest in any part of the Indenture Collateral, any benefit or any
legal or equitable right, remedy or claim under this Indenture.


Section
11.11.      Legal Holidays.


In any case where the date on which any payment is due
shall not be a Business Day, then (notwithstanding any other provision of the
Notes or this Indenture) payment need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made
on the date on which nominally due, and no interest shall accrue for the period
from and after any such nominal date; provided
that, in the case of any Notes that accrue interest at a floating
rate, interest on such Notes shall accrue from and including the immediately
preceding Distribution Date to but excluding the next Business Day following
the nominal Distribution Date.


Section
11.12.      GOVERNING LAW.


(a)           EXCEPT
AS OTHERWISE STATED HEREIN, THIS INDENTURE, EACH SUPPLEMENT AND THE NOTES SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER (AND
UNDER OR IN RESPECT OF ANY SUCH AFOREMENTIONED DOCUMENT) SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.


(b)           NOTWITHSTANDING
SECTION 11.12(a), ALL MATTERS ARISING UNDER OR IN RESPECT OF SECTION
6.15 HEREOF (AND WHETHER ARISING HEREUNDER OR IN RESPECT HEREOF OR IN
RESPECT OF ANY SUPPLEMENT OR THE NOTES AND INCLUDING THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE



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PARTIES HEREUNDER OR UNDER ANY SUCH DOCUMENT) SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE MASSACHUSETTS UCC.


(c)           EACH
PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE. Each
party hereto (i) certifies that no representative, agent or attorney of any
other party has represented, expressly or otherwise, that such other party
would not, in the event of litigation, seek to enforce the foregoing waiver and
(ii) acknowledges that it and the other parties hereto have been induced to
enter into this Indenture by, among other things, the mutual waivers and
certifications in this Section 11.12(b).


Section 11.13.      Counterparts.


This Indenture may be executed in any number of
counterparts (including by facsimile), each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.


Section
11.14.      Issuer Obligation.


No recourse may be taken, directly or indirectly, with
respect to the obligations of the Issuer, the Owner Trustee or the Trustee on
the Notes or under this Indenture or any of the other Transaction Documents or
any certificate or other writing delivered in connection herewith or therewith,
against (a) the Trustee or the Owner Trustee in its individual capacity, (b)
any of the Trust Depositor, the Originator, the Servicer and any holder of a
Trust Certificate or (c) any partner, owner, beneficiary, stockholder, manager,
member, agent, officer, director, employee or agent of any of the parties identified
in clauses (a) and (b) or of any successor or assign of any such
Person except that any such partner, owner or beneficiary shall be fully
liable, to the extent provided by applicable law and the applicable
organizational documents for such entity, for any unpaid consideration for
stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity. For all purposes of this Indenture, in the performance of
any duties or obligations of the Issuer hereunder, the Owner Trustee and the
Trust Company shall be subject to, and entitled to the benefits of, the terms
and provisions of the Trust Agreement.


Section
11.15.      No Petition; Limited
Recourse.


(a)           The
Trustee, by entering into this Indenture, and each Noteholder, by accepting a
Note, hereby covenant and agree that they will not prior to the date which is
one year and one day or, if longer, the preference period then in effect after
payment in full of each Class of Notes rated by any Rating Agency, institute
against the Trust Depositor or the Issuer, or join in any institution against
the Trust Depositor or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States federal or state bankruptcy or similar law in connection with
any obligations relating to the Notes, this Indenture or any of the Transaction
Documents.


(b)           Notwithstanding
any other provisions of the Notes, this Indenture or any other Transaction
Document, the obligations of the Issuer under the Notes and this Indenture and
any other Transaction Document are limited recourse obligations of the Issuer
payable solely from



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the Indenture Collateral in accordance with the
Priority of Payments and, following realization of the Indenture Collateral and
distribution in accordance with the Priority of Payments, any claims of the
Secured Parties, and any other parties to any Transaction Document shall be
extinguished. No recourse shall be had against any officer, administrator,
member, director, employee, security holder, holder of a beneficial interest in
or incorporator of the Issuer or their respective successors or assigns for the
payment of any amounts payable under the Notes, this Indenture or any other
Transaction Document. It is understood that the foregoing provisions of this Section
11.15(b) shall not (i) prevent recourse to the Loan Assets for the sums due
or to become due under any security, instrument or agreement which is part of
the Loan Assets or (ii) constitute a waiver, release or discharge of any
indebtedness or obligation evidenced by the Notes or secured by this Indenture
or payable under any other Transaction Document until such Loan Assets have
been realized and distributed in accordance with the Priority of Payments,
whereupon any such outstanding indebtedness or obligation shall be
extinguished.


(c)           The
provisions of this Section 11.15 shall survive the termination of this
Agreement.


Section 11.16.      Inspection; Confidentiality.


The Issuer agrees that, on reasonable prior notice, it
will permit any representative of the Trustee, during the Issuer’s normal
business hours, and in a manner that does not unreasonably interfere with the
Issuer’s normal operations, to examine all the books of account, records,
reports and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by Independent certified public accountants,
and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s
officers, employees, and Independent certified public accountants, all at such
reasonable times, in such reasonable manner, and as often as may be reasonably
requested. The Trustee shall and shall cause its representatives, its legal
counsel and its auditors to hold in confidence all such information except to
the extent disclosure may be required by law (and all reasonable applications
for confidential treatment are unavailing) and except to the extent that the
Trustee may reasonably determine that such disclosure is consistent with its
obligations hereunder and under applicable law. Notwithstanding anything to the
contrary contained in this Agreement, all parties to which this Indenture
relates may disclose to any and all persons, without limitation of any kind,
the tax treatment and tax structure of the transaction and all materials of any
kind (including opinions or other tax analyses) that are provided to such
investors relating to such tax treatment and tax structure. For purposes of
this paragraph, the terms “tax treatment,” “tax structure,” and “tax analyses”
have the meaning given to such terms under Treasury Regulations Section
1.6011-4(c).


Section 11.17.      Limitation of Liability.


It is expressly understood and agreed by the parties
hereto that (a) this Indenture is executed and delivered by Wilmington Trust
Company, not individually or personally but solely as Owner Trustee on behalf
of the Issuer under the Trust Agreement, in the exercise of the powers and
authority conferred and vested in it, (b) each of the representations,
undertakings and agreements herein made on the part of the Issuer is made and
intended not as personal representations, undertakings and agreements by
Wilmington Trust Company but is made and intended for the purpose of binding
only the Issuer, (c) nothing herein contained shall be



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construed as creating any liability on Wilmington
Trust Company individually or personally, to perform any covenant either
expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties to this Indenture and by any person claiming
by, through or under them and (d) under no circumstances shall Wilmington Trust
Company be personally liable for the payment of any indebtedness or expenses of
the Issuer or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaking by the Issuer under
this Indenture or any related documents.


Section 11.18.      Disclaimer and Subordination.


Each Noteholder by accepting a Note acknowledges and
agrees that this Indenture and the Notes represent a debt obligation of the
Issuer only and do not represent an interest in any assets (other than the
Indenture Collateral) of the Trust Depositor or any holder of a Trust
Certificate (including by virtue of any deficiency claim in respect of obligations
not paid or otherwise satisfied from the Trust Assets and proceeds thereof). In
furtherance of and not in derogation of the foregoing, each Noteholder by
accepting a Note acknowledges and agrees that it shall have no right, title or
interest in or to any assets (or interests therein) (other than the Indenture
Collateral) conveyed or purported to be conveyed by the Trust Depositor to
another securitization trust (i.e., other than the Issuer) or other Person or
Persons in connection therewith (whether by way of a sale, capital contribution
or by virtue of the granting of a Lien) (“Other Assets”). To the extent
that, notwithstanding the agreements and provisions contained in the preceding
sentences of this Section 11.18, any Noteholder either (a) asserts an
interest in or claim to, or benefit from, Other Assets, whether asserted
against or through the Trust Depositor or any other Person owned by the Trust
Depositor, or (b) is deemed to have any such interest, claim or benefit in or
from Other Assets, whether by operation of law, legal process, pursuant to
applicable provisions of any applicable insolvency laws or otherwise (including
without limitation by virtue of Section 111l(b) of the Bankruptcy Code or any
successor provision having similar effect under the Bankruptcy Code or any
successor provision having similar effect under the Bankruptcy Code), and
whether deemed asserted against or through the Trust Depositor or any other
Person owned by the Trust Depositor, then each Noteholder by accepting a Note
further acknowledges and agrees that any such interest, claim or benefit in or
from Other Assets is and shall be expressly subordinated to the indefeasible
payment in full of all obligations and liabilities of the Trust Depositor
which, under the terms of the relevant documents relating to the securitization
of such Other Assets, are entitled to be paid from, entitled to the benefits
of, or otherwise secured by such Other Assets (whether or not any such
entitlement or security interest is legally perfected or otherwise entitled to
a priority of distribution or application under applicable law, including any
applicable insolvency laws, and whether asserted against the Trust Depositor or
any other Person owned by the Trust Depositor), including, without limitation,
the payment of post-petition interest on such other obligations and
liabilities. This subordination agreement shall be deemed a subordination
agreement within the meaning of Section 510(a) of the Bankruptcy Code. Each
Noteholder further acknowledges and agrees that no adequate remedy at law
exists for a breach of this Section 11.18 and that the terms and
provisions of this Section 11.18 may be enforced by an action for
specific performance.


[Remainder
of Page Intentionally Left Blank]



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IN WITNESS WHEREOF, the Issuer
and the Trustee have caused their names to be signed hereto by their respective
officers thereunto duly authorized, all as of the day and year first above
written.


	
  

  	
  ARCC COMMERCIAL LOAN TRUST 2006

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WILMINGTON TRUST COMPANY, not 

  in its individual capacity, but solely as 

  Owner Trustee on behalf of the Trust

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michele C.
  Harra

  	
   

  
	
   

  	
  Name:

  	
  Michele C. Harra

  	
   

  
	
   

  	
  Title:

  	
  Financial
  Services Office

  	
   

  



 


	
  STATE OF DELAWARE

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss.:

  
	
  COUNTY OF NEW
  CASTLE

  	
  )

  	
   

  



 


On this 23 day of June, 2006, before me personally
appeared Michele C. Harra, to me known, who being by me duly sworn, did depose
and say, that (s)he resides at Wilmington, Delaware, that (s)he is the
Financial Services Officer of the Owner Trustee, one of the corporations
described in and which executed the above instrument; and that (s)he signed
his/her name thereto by like order.


	
  

  	
  /s/ Amanda E.
  Gamble

  
	
   

  	
  /s/ Amanda E.
  Burger

  	
   

  
	
   

  	
  Notary Public

  



 


	
  My commission expires:

  	
  Amanda E. Gamble

  
	
   

  	
  Amanda E. Burger

  
	
   

  	
  Notary Public - State of Delaware

  
	
   

  	
  My Comm. Expires March 7, 2007

  



 


ARCC Commercial Loan Trust 2006

Indenture



 92
 






 



IN WITNESS WHEREOF, the Issuer
and the Trustee have caused their names to be signed hereto by their respective
officers thereunto duly authorized, all as of the day and year first above
written.


	
  

  	
  U.S. BANK NATIONAL ASSOCIATION,
  not in its individual capacity, except as expressly set forth herein, but
  solely as the Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel D.
  Cough

  
	
   

  	
  Name:

  	
  Joel D. Cough

  
	
   

  	
  Title:

  	
  Assistant Vice
  President

  



 


	
  STATE OF MASSACHUSETTS

  	
  )

  
	
   

  	
  )  ss.:

  
	
  COUNTY OF SUFFOLK

  	
  )

  



 


On this 29th day of June, 2006, before me personally appeared
Joel D. Cough, to me known, who being by me duly sworn, did depose and say,
that (s)he resides at Boston, MA, that (s)he is the Assistant Vice President of
the Trustee, one of the corporations described in and which executed the above
instrument; and the (s)he signed his/her name thereto by like order.


	
  

  	
  /s/ Ralph J.
  Creasia

  	
   

  
	
   

  	
  Notary Public

  



 


	
  My commission expires:

  	
   

  	
  Ralph J.
  Creasia, Jr

  	
   

  
	
   

  	
   

  	
  Notary public

  	
   

  
	
   

  	
   

  	
  My commission expires Jan 12, 2007

  	
   

  



 


 



 93














 


EXHIBIT A–1


[FORM OF CLASS
A-1A NOTE]


ARCC Commercial
Loan Trust 2006


THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
UNDER ANY SECURITIES OR BLUE SKY LAW OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES.  THE HOLDER HEREOF, BY
PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF
REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QIB, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN CERTIFICATED
DEFINITIVE FORM TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING
OF RULE 501(a)(1)—(3) OR (7) UNDER THE SECURITIES ACT) PURCHASING FOR
INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH
CASE, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN
THE FORM PROVIDED IN THE INDENTURE AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH
OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR
TRANSFER IS MADE IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE
LAWS AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES AND BLUE SKY LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, (3) IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (4) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE
SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES AND BLUE SKY
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, OR (5) PURSUANT
TO A VALID REGISTRATION STATEMENT COMPLIANT WITH THE REQUIREMENTS OF THE
SECURITIES ACT.  THE PURCHASE OF THIS
NOTE WILL BE DEEMED A REPRESENTATION BY THE ACQUIRER THAT EITHER:  (I) IT IS NOT, AND IS NOT ACQUIRING OR
HOLDING THIS NOTE, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR WITH ANY ASSETS OF,
AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS
SUBJECT TO TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)
(COLLECTIVELY, A “PLAN”), OR OTHER PLAN OR ARRANGEMENT SUBJECT TO ANY
FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”); OR (II) ITS
ACQUISITION AND HOLDING OF THIS NOTE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED



 A-1-1
 






 



 


TRANSACTION FOR PURPOSES OF SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE, OR A VIOLATION OF SIMILAR LAW.


[IF HELD BY DTC] [UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]


[IF REGULATION S GLOBAL NOTE] [THIS NOTE
HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF.  THE OFFERING AND THE ORIGINAL ISSUE DATE OF
THE NOTES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]


THE PRINCIPAL OF THIS
NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT
OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.



 A-1-2
 






 



 


REGISTERED
                       $                    


No. A—1A—                                                                                                                                                             July
7, 2006


SEE REVERSE FOR
CERTAIN DEFINITIONS


[144A CUSIP NO.                           ]


[Reg S ISIN NO.                              ]


[Reg S CUSIP No.                           ]


[Common Code No.                        ]


ARCC Commercial Loan
Trust 2006, a statutory trust organized and existing under the laws of the
State of Delaware (herein referred to as the “Issuer”), for value received,
hereby promises to pay to                               ,
or registered assigns, the principal sum of                               
DOLLARS payable on each Distribution Date in an amount equal to the result
obtained by multiplying (i) a fraction, the numerator of which is the initial
principal balance of this Class A-1A Note and the denominator of which is the
Initial Class A-1A Principal Balance by (ii) the aggregate amount, if any,
payable from the Note Distribution Account in respect of principal on the Class
A-1A Notes.


The principal of and
interest on this Class A-1A Note are payable in such coin or currency of the
United States as at the time of payment is legal tender for payment of public
and private debts.  All payments made by
the Issuer with respect to this Class A-1A Note shall be applied first to
interest due and payable on this Class A-1A Note as provided above and then to
the unpaid principal of this Class A-1A Note.


Reference is made to the
further provisions of this Class A-1A Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this
Class A-1A Note.


Unless the certificate of
authentication hereon has been executed by the Trustee whose name appears below
by manual signature, this Class A-1A Note shall not be entitled to any benefit
under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.



 A-1-3
 






 



IN WITNESS WHEREOF, the
Issuer has caused this instrument to be signed, manually or in facsimile, by
its Responsible Officer as of the date set forth above.


	
  

  	
  ARCC COMMERCIAL LOAN TRUST 2006

  	 

	
   

  	
   

  	 

	
   

  	
  By: 

  	
  WILMINGTON TRUST COMPANY, not 

  
	
   

  	
   

  	
  in its individual capacity but solely as 

  
	
   

  	
   

  	
  Owner Trustee under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
				



TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


This is one of the Class A-1A Notes of ARCC Commercial
Loan Trust 2006 designated above and referred to in the within-mentioned
Indenture.


	
  

  	
  U.S. BANK NATIONAL ASSOCIATION,

  	 

	
   

  	
  not in its individual capacity but solely as
  Trustee,

  	 

	
   

  	
   

  	 

	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
				



 



 A-1-4
 






 



[REVERSE OF NOTE]


This Class A-1A Note is
one of a duly authorized issue of Class A-1A Notes of the Issuer, designated as
its ARCC Commercial Loan Trust 2006 Notes, Series 2006-1, Class A-1A (herein
called the “Class A-1A Notes”), all issued under an Indenture, dated as
of July 7, 2006 (such indenture, as supplemented or amended, is herein called
the “Indenture”), between the Issuer and U.S. Bank National Association,
as Trustee (the “Trustee”, which term includes any successor Trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Holders of the Class
A-1A Notes.  The Class A-1A Notes are
subject to all terms of the Indenture. 
All terms used in this Class A-1A Note that are defined in the
Indenture, as supplemented or amended, shall have the meanings assigned to them
in or pursuant to the Indenture, as so supplemented or amended.


Notwithstanding the
foregoing, the entire unpaid principal amount of the Class A-1A Notes shall be
due and payable on the date on which an Event of Default shall have occurred
and be continuing and the Trustee, or the Majority Noteholders have declared
the Class A-1A Notes to be immediately due and payable in the manner provided
in Section 5.02 of the Indenture.  All
principal payments on the Class A-1A Notes shall be made pro rata to the Class A-1A Noteholders
entitled thereto.


Each Class A-1A
Noteholder, by acceptance of a Class A-1A Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer under the Indenture on the Class A-1A Notes or under any
certificate or other writing delivered in connection therewith, against any
holder of a Trust Certificate, the Trust Depositor, the Servicer, the Trustee
or the Owner Trustee in its individual capacity.


On each Distribution
Date, commencing December 20, 2006, the Trustee or Paying Agent shall
distribute to the Person in whose name this Class A-1A Note is registered at
the close of business on the Record Date an amount equal to the product of the
Percentage Interest of the Class A-1A Notes evidenced by this Class A-1A Note
and the amount required to be distributed to Holders of Class A-1A Notes on
such Distribution Date pursuant to Section 3.05 of the Indenture.


During each Interest Period, this Class A-1A Note will
bear interest at the Class A-1A Note Interest Rate.


Distributions on this
Class A-1A Note will be made by the Trustee or Paying Agent by check mailed to
the address of the Person entitled thereto as such name and address shall
appear on the Note Register or, upon written request to the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto as shall appear on the Note Register without the presentation or
surrender of this Note or the making of any notation thereon, at a bank or
other entity having appropriate facilities therefor, and, in the case of wire
transfers, at the expense of such Person unless such Person shall own of record
Class A-1A Notes which have Initial Class A-1A Principal Balances aggregating
at least $250,000.



 A-1-5
 






 



Notwithstanding the
above, the final distribution on this Class A-1A Note will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Class A-1A Note at the office or agency
maintained for that purpose by the Note Registrar in Boston, Massachusetts.


As provided in the
Indenture and the Sale and Servicing Agreement, deposits and withdrawals from
the Note Distribution Account, the Principal and Interest Account and the
Reserve Fund may be made by the Trustee from time to time for purposes other
than distributions to Class A-1A Noteholders, such purposes including
reimbursement to the Servicer of advances made, or certain expenses incurred,
by it, and investment in Permitted Investments.


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Class A-1A Note is registrable in the Note Register upon surrender of this
Class A-1A Note for registration of transfer at the offices or agencies
maintained by the Note Registrar in Boston, Massachusetts, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to, the
Trustee, duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Class A-1A Notes in
authorized denominations evidencing the same aggregate undivided Percentage
Interest will be issued to the designated transferee or transferees.


This Class A-1A Note is
issuable only as a registered Class A-1A Note. 
As provided in the Indenture and subject to certain limitations therein
set forth, this Class A-1A Note is exchangeable for a new Class A-1A Note evidencing
the same undivided ownership interest, as requested by the holder surrendering
the same.


No service charge will be
made for any such registration of transfer or exchange, but the Note Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


The Servicer, the Trust
Depositor, the Trustee and the Note Registrar, and any agent of any of the
foregoing, may treat the person in whose name this Class A-1A Note is
registered as the owner hereof for all purposes, and none of the foregoing
shall be affected by notice to the contrary.


The obligations and
responsibilities created by the Indenture shall terminate upon the payment to
Class A-1A Noteholders of all amounts required to be paid to them pursuant to
the Indenture and the Sale and Servicing Agreement and the disposition of all
property held as part of the Indenture Collateral.



 A-1-6
 






 



SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(1)


The following exchanges
of a part of this Global Note for an interest in another Global Note or for a
Definitive Note, or exchanges of a part of another Global Note or Definitive
Note for an interest in this Global Note, have been made:


	
  

  	
   

  	
  Amount of

  	
   

  	
  Amount of

  	
   

  	
  Principal Amount

  	
   

  	
   

  
	
   

  	
   

  	
  decrease in

  	
   

  	
  increase in

  	
   

  	
  of this Global

  	
   

  	
  Signature of

  
	
   

  	
   

  	
  Principal Amount

  	
   

  	
  Principal Amount

  	
   

  	
  Note following

  	
   

  	
  Responsible

  
	
  Date of

  	
   

  	
  of this Global

  	
   

  	
  of this Global

  	
   

  	
  such decrease (or

  	
   

  	
  Officer of Note

  
	
  Exchange

  	
   

  	
  Note

  	
   

  	
  Note

  	
   

  	
  increase)

  	
   

  	
  Registrar

  
	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  







(1)           This
should be included only if the Note is issued in global form.



 A-1-7
 






 



ASSIGNMENT


Social Security or taxpayer I.D. or other identifying
number of assignee


FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
                                                                 


                                                                                                                                                                                                        



                                                                                                                                                                                                        



(name and address
of assignee)


the within Note and all rights thereunder, and hereby
irrevocably constitutes and appoints                      ,
attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.


	
  Dated:

  	
   

  	
   

  	
   

  	
  (2)

  



Signature
Guaranteed:






(2)  NOTE:  The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular, without alteration, enlargement or any
change whatsoever.



 A-1-8














 


EXHIBIT A–2 


[FORM OF CLASS A-1A VFN
NOTE] 


ARCC Commercial Loan
Trust 2006


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER ANY SECURITIES OR BLUE SKY LAW OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES.  THE
HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS AND ONLY IN CERTIFICATED DEFINITIVE FORM (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”),
PURCHASING FOR ITS OWN ACCOUNT FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS
INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (2) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN
THE MEANING OF RULE 501(a)(1)—(3) OR (7) UNDER THE SECURITIES ACT) PURCHASING
FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN
EACH CASE, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY
IN THE FORM PROVIDED IN THE INDENTURE AND (B) THE RECEIPT BY THE TRUSTEE OF
SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE
OR TRANSFER IS MADE IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE
LAWS AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES AND BLUE SKY LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, (3) IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (4) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE
SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES AND BLUE SKY
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, OR (5) PURSUANT
TO A VALID REGISTRATION STATEMENT COMPLIANT WITH THE REQUIREMENTS OF THE
SECURITIES ACT.  THE PURCHASE OF THIS
NOTE WILL BE DEEMED A REPRESENTATION BY THE ACQUIRER THAT IT IS NOT, AND IS NOT
DIRECTLY OR INDIRECTLY ACQUIRING THIS NOTE FOR, ON BEHALF OF OR WITH ANY ASSETS
OF, AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA THAT IS
SUBJECT TO TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)
(COLLECTIVELY, A “PLAN”), OR OTHER PLAN OR ARRANGEMENT SUBJECT TO ANY
FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”).



 A-2-1
 






 



THE PRINCIPAL OF THIS
NOTE IS PAYABLE AS SET FORTH HEREIN. 
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


ADDITIONAL AMOUNTS
MAY BE BORROWED IN RESPECT OF A CLASS A-1A VFN NOTE AFTER THE DATE OF ISSUE
THEREOF IN ACCORDANCE WITH THE INDENTURE AND THE CLASS A-1A VFN PURCHASE
AGREEMENT DATED AS OF THE CLOSING DATE AMONG THE ISSUER AND THE HOLDERS OF
CLASS A-1A VFN NOTES PARTY THERETO.



 A-2-2
 






 



 




	
  REGISTERED

  	
  $

  	
                              

  






 


	
  No. A—1A VFN—

  	
   

  	
  July 7, 2006

  



 


SEE REVERSE FOR
CERTAIN DEFINITIONS


 


	
   

  	
  [144A CUSIP NO.

  	
  ]

  
	
   

  	
  [Reg S ISIN NO.

  	
  ]

  
	
   

  	
  [Reg S CUSIP No.

  	
  ]

  
	
   

  	
  [Common Code No.

  	
  ]

  



 


ARCC Commercial Loan
Trust 2006, a statutory trust organized and existing under the laws of the
State of Delaware (herein referred to as the “Issuer”), for value
received, hereby promises to pay to                                          ,
or registered assigns, the principal sum of                                        
up to [           ]
DOLLARS (or such lesser amount that may be outstanding at such time) payable on
each Distribution Date on which principal is required to be paid in an amount
equal to the result obtained by multiplying (i) a fraction, the numerator of
which is the initial maximum commitment amount of this Class A-1A VFN Note
which is shown as the initial principal balance hereof and the denominator of
which is the Initial Class A-1A VFN Principal Balance by (ii) the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal on the Class A-1A VFN Notes.


The principal of,
interest, Class A-1A VFN Commitment Fee and any Class A-1A VFN Increased Costs
and Class A-1A VFN Breakage Costs on this Class A-1A VFN Note are payable in
such coin or currency of the United States as at the time of payment is legal
tender for payment of public and private debts. 
All payments made by the Issuer with respect to this Class A-1A VFN Note
shall be applied first to interest and Class A-1A VFN Commitment Fee due and
payable on this Class A-1A VFN Note as provided above and then to the unpaid
principal of this Class A-1A VFN Note.


Reference is made to the
further provisions of this Class A-1A VFN Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this
Class A-1A VFN Note.


Unless the certificate of
authentication hereon has been executed by the Trustee whose name appears below
by manual signature, this Class A-1A VFN Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.



 A-2-3
 






 



IN WITNESS WHEREOF, the
Issuer has caused this instrument to be signed, manually or in facsimile, by
its Responsible Officer as of the date set forth above.


	
  

  	
  ARCC COMMERCIAL LOAN TRUST 2006

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  WILMINGTON TRUST COMPANY, not 

  
	
   

  	
   

  	
  in its individual capacity but solely as 

  
	
   

  	
   

  	
  Owner Trustee under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


This is one of the Class A-1A VFN Notes of ARCC
Commercial Loan Trust 2006 designated above and referred to in the
within-mentioned Indenture.


	
  

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  not in its individual capacity but solely as
  Trustee,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 



 A-2-4
 






 



[REVERSE OF NOTE]


This Class A-1A VFN Note
is one of a duly authorized issue of Class A-1A VFN Notes of the Issuer,
designated as its ARCC Commercial Loan Trust 2006 Notes, Series 2006-1, Class
A-1A VFN (herein called the “Class A-1A VFN Notes”), all issued under an
Indenture, dated as of July 7, 2006 (such indenture, as supplemented or
amended, is herein called the “Indenture”), between the Issuer and U.S.
Bank National Association, as Trustee (the “Trustee”, which term
includes any successor Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Trustee and the
Holders of the Class A-1A VFN Notes.  The
Class A-1A VFN Notes are subject to all terms of the Indenture.  All terms used in this Class A-1A VFN Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented
or amended.


Notwithstanding the
foregoing, the entire unpaid principal amount of the Class A-1A VFN Notes shall
be due and payable on the date on which an Event of Default shall have occurred
and be continuing and the Trustee, or the Majority Noteholders have declared
the Class A-1A VFN Notes to be immediately due and payable in the manner
provided in Section 5.02 of the Indenture. 
All principal payments on the Class A-1A VFN Notes shall be made pro rata to the Class A-1A VFN Noteholders
entitled thereto.


Each Class A-1A VFN
Noteholder, by acceptance of a Class A-1A VFN Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer under the Indenture on the Class A-1A VFN Notes or
under any certificate or other writing delivered in connection therewith,
against any holder of a Trust Certificate, the Trust Depositor, the Servicer,
the Trustee or the Owner Trustee in its individual capacity.


On each Distribution
Date, commencing December 20, 2006, the Trustee or Paying Agent shall
distribute to the Person in whose name this Class A-1A VFN Note is registered
at the close of business on the Record Date an amount equal to the product of
the Percentage Interest of the Class A-1A VFN Notes evidenced by this Class
A-1A VFN Note and the amount required to be distributed to Holders of Class
A-1A VFN Notes on such Distribution Date pursuant to Section 3.05 of the
Indenture.


During each Interest
Period, this Class A-1A VFN Note will bear interest at the Class A-1A VFN Note
Interest Rate and the Class A-1A VFN Commitment Fee will accrue in accordance
with the definition of such term.


Distributions on this
Class A-1A VFN Note will be made by the Trustee or Paying Agent by check mailed
to the address of the Person entitled thereto as such name and address shall
appear on the Note Register or, upon written request to the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto as shall appear on the Note Register without the presentation or
surrender of this Note or the making of any notation thereon, at a bank or
other entity having appropriate facilities therefor, and, in the case of wire
transfers, at the expense of such Person unless such Person shall own of record
Class A-1A VFN Notes which have Initial Class A-1A VFN Principal Balances
aggregating at least $250,000.



 A-2-5
 






 



Notwithstanding the
above, the final distribution on this Class A-1A VFN Note will be made after
due notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Class A-1A VFN Note at the office or agency
maintained for that purpose by the Note Registrar in Boston, Massachusetts.


As provided in the
Indenture and the Sale and Servicing Agreement, deposits and withdrawals from
the Note Distribution Account, the Principal and Interest Account, the Reserve
Fund and the Class A-1A VFN Funding Account may be made by the Trustee from
time to time for purposes other than distributions to Class A-1A VFN
Noteholders, such purposes including reimbursement to the Servicer of advances
made, or certain expenses incurred, by it, and investment in Permitted
Investments.


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Class A-1A VFN Note is registrable in the Note Register upon surrender of
this Class A-1A VFN Note for registration of transfer at the offices or
agencies maintained by the Note Registrar in Boston, Massachusetts, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to, the Trustee, duly executed by the holder hereof or such holder’s
attorney duly authorized in writing, and thereupon one or more new Class A-1A
VFN Notes in authorized denominations evidencing the same aggregate undivided
Percentage Interest will be issued to the designated transferee or transferees.


This Class A-1A VFN Note
is issuable only as a registered Class A-1A VFN Note.  As provided in the Indenture and subject to
certain limitations therein set forth, this Class A-1A VFN Note is exchangeable
for a new Class A-1A VFN Note evidencing the same undivided ownership interest,
as requested by the holder surrendering the same.


No service charge will be
made for any such registration of transfer or exchange, but the Note Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


The Servicer, the Trust
Depositor, the Trustee and the Note Registrar, and any agent of any of the
foregoing, may treat the person in whose name this Class A-1A VFN Note is
registered as the owner hereof for all purposes, and none of the foregoing shall
be affected by notice to the contrary.


The obligations and
responsibilities created by the Indenture shall terminate upon the payment to
Class A-1A VFN Noteholders of all amounts required to be paid to them pursuant
to the Indenture and the Sale and Servicing Agreement and the disposition of
all property held as part of the Indenture Collateral.



 A-2-6
 






 



ASSIGNMENT


Social Security or taxpayer I.D. or other identifying
number of assignee


FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto


 






 






(name and address
of assignee)


the within Note and all rights thereunder, and hereby
irrevocably constitutes and appoints                                               ,
attorney, to transfer said Note on the books kept for registration thereof, with
full power of substitution in the premises.


	
  Dated:

  	
                                      

  	
   

  	
                                        

  	
  (3)

  



Signature Guaranteed:






(3)           NOTE: 
The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.



 A-2-7














 


EXHIBIT A–3 


[FORM OF CLASS A-1B NOTE]


ARCC Commercial Loan
Trust 2006


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER ANY SECURITIES OR BLUE SKY LAW OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT
THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”),
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS
INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (2) IN CERTIFICATED DEFINITIVE FORM TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” (WITHIN THE MEANING OF RULE 501(a)(1)-(3) OR (7) UNDER THE SECURITIES
ACT) PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, IN EACH CASE, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A
LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (B) THE RECEIPT
BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH
REOFFER, RESALE, PLEDGE OR TRANSFER IS MADE IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
AND BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, (3)
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO ANOTHER EXEMPTION
AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES AND BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, OR (5) PURSUANT TO A VALID REGISTRATION STATEMENT COMPLIANT WITH THE
REQUIREMENTS OF THE SECURITIES ACT. THE PURCHASE OF THIS NOTE WILL BE DEEMED A
REPRESENTATION BY THE ACQUIRER THAT EITHER: 
(I) IT IS NOT, AND IS NOT ACQUIRING OR HOLDING THIS NOTE, DIRECTLY OR
INDIRECTLY, ON BEHALF OF OR WITH ANY ASSETS OF, AN “EMPLOYEE BENEFIT PLAN” AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, A “PLAN”
DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”) (COLLECTIVELY, A “PLAN”), OR OTHER PLAN
OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW
SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”); OR (II) ITS ACQUISITION AND HOLDING OF THIS NOTE WILL NOT CONSTITUTE
OR RESULT IN A NON-EXEMPT PROHIBITED



 A-3-1
 






 



TRANSACTION FOR PURPOSES OF SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE, OR A VIOLATION OF SIMILAR LAW.


[IF HELD BY DTC] [UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]


[IF REGULATION S GLOBAL NOTE] [THIS NOTE
HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF. THE OFFERING
AND THE ORIGINAL ISSUE DATE OF THE NOTES, MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]


THE PRINCIPAL OF THIS
NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT
OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.



 A-3-2
 






 



 


	
  REGISTERED

  	
                              

  	
   

  	
  $

  	
                          

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  No. A-1B-

  	
        

  	
   

  	
   

  	
   

  	
  July 7, 2006 

  
											



 


SEE REVERSE FOR CERTAIN
DEFINITIONS


	
   

  	
  [144A CUSIP NO.

  [Reg S ISIN NO.

  [Reg S CUSIP No.

  [Common Code No.

  	
  ]

  ]

  ]

  ]

  



 


ARCC Commercial Loan
Trust 2006, a statutory trust organized and existing under the laws of the
State of Delaware (herein referred to as the “Issuer”), for value received,
hereby promises to pay to                       ,
or registered assigns, the principal sum of                             
DOLLARS payable on each Distribution Date in an amount equal to the result
obtained by multiplying (i) a fraction, the numerator of which is the initial
principal balance of this Class A-1B Note and the denominator of which is the
Initial Class A-1B Principal Balance by (ii) the aggregate amount, if any,
payable from the Note Distribution Account in respect of principal on the Class
A-1B Notes.


The principal of and
interest on this Class A-1B Note are payable in such coin or currency of the
United States as at the time of payment is legal tender for payment of public
and private debts.  All payments made by
the Issuer with respect to this Class A-1B Note shall be applied first to
interest due and payable on this Class A-1B Note as provided above and then to
the unpaid principal of this Class A-1B Note.


Reference is made to the
further provisions of this Class A-1B Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this
Class A-1B Note.


Unless the certificate of
authentication hereon has been executed by the Trustee whose name appears below
by manual signature, this Class A-1B Note shall not be entitled to any benefit
under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.



 A-3-3
 






 



IN WITNESS WHEREOF, the
Issuer has caused this instrument to be signed, manually or in facsimile, by
its Responsible Officer as of the date set forth above.


	
  

  	
  ARCC COMMERCIAL LOAN TRUST 2006

  	 

	
   

  	
   

  	 

	
   

  	
  By: 

  	
  WILMINGTON TRUST COMPANY, not 

  
	
   

  	
   

  	
  in its individual capacity but solely as 

  
	
   

  	
   

  	
  Owner Trustee under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
				



TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


This is one of the Class A-1B Notes of ARCC Commercial
Loan Trust 2006 designated above and referred to in the within-mentioned
Indenture.


	
  

  	
  U.S. BANK NATIONAL ASSOCIATION,

  	 

	
   

  	
  not in its individual capacity but solely as
  Trustee,

  	 

	
   

  	
   

  	 

	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
				



 



 A-3-4
 






 



[REVERSE OF NOTE]


This Class A-1B Note is
one of a duly authorized issue of Class A-1B Notes of the Issuer, designated as
its ARCC Commercial Loan Trust 2006 Notes, Series 2006-1, Class A-1B (herein
called the “Class A-1B Notes”), all issued under an Indenture, dated as
of July 7, 2006 (such indenture, as supplemented or amended, is herein called
the “Indenture”), between the Issuer and U.S. Bank National Association,
as Trustee (the “Trustee”, which term includes any successor Trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Holders of the Class
A-1B Notes.  The Class A-1B Notes are
subject to all terms of the Indenture. 
All terms used in this Class A-1B Note that are defined in the
Indenture, as supplemented or amended, shall have the meanings assigned to them
in or pursuant to the Indenture, as so supplemented or amended.


Notwithstanding the
foregoing, the entire unpaid principal amount of the Class A-1B Notes shall be
due and payable on the date on which an Event of Default shall have occurred
and be continuing and the Trustee, or the Majority Noteholders have declared
the Class A-1B Notes to be immediately due and payable in the manner provided
in Section 5.02 of the Indenture.  All
principal payments on the Class A-1B Notes shall be made pro rata to the Class A-1B Noteholders
entitled thereto.


Each Class A-1B
Noteholder, by acceptance of a Class A-1B Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer under the Indenture on the Class A-1B Notes or under any
certificate or other writing delivered in connection therewith, against any
holder of a Trust Certificate, the Trust Depositor, the Servicer, the Trustee
or the Owner Trustee in its individual capacity.


On each Distribution
Date, commencing December 20, 2006, the Trustee or Paying Agent shall
distribute to the Person in whose name this Class A-1B Note is registered at
the close of business on the Record Date an amount equal to the product of the
Percentage Interest of the Class A-1B Notes evidenced by this Class A-1B Note
and the amount required to be distributed to Holders of Class A-1B Notes on
such Distribution Date pursuant to Section 3.05 of the Indenture.


During each Interest Period, this Class A-1B Note will
bear interest at the Class A-1B Note Interest Rate.


Distributions on this
Class A-1B Note will be made by the Trustee or Paying Agent by check mailed to
the address of the Person entitled thereto as such name and address shall
appear on the Note Register or, upon written request to the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto as shall appear on the Note Register without the presentation or
surrender of this Note or the making of any notation thereon, at a bank or
other entity having appropriate facilities therefor, and, in the case of wire
transfers, at the expense of such Person unless such Person shall own of record
Class A-1B Notes which have Initial Class A-1B Principal Balances aggregating
at least $250,000.



 A-3-5
 






 



Notwithstanding the
above, the final distribution on this Class A-1B Note will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Class A-1B Note at the office or agency
maintained for that purpose by the Note Registrar in Boston, Massachusetts.


As provided in the
Indenture and the Sale and Servicing Agreement, deposits and withdrawals from
the Note Distribution Account, the Principal and Interest Account and the
Reserve Fund may be made by the Trustee from time to time for purposes other
than distributions to Class A-1B Noteholders, such purposes including
reimbursement to the Servicer of advances made, or certain expenses incurred,
by it, and investment in Permitted Investments.


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Class A-1B Note is registrable in the Note Register upon surrender of this
Class A-1B Note for registration of transfer at the offices or agencies
maintained by the Note Registrar in Boston, Massachusetts, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to, the
Trustee, duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Class A-1B Notes in
authorized denominations evidencing the same aggregate undivided Percentage
Interest will be issued to the designated transferee or transferees.


This Class A-1B Note is
issuable only as a registered Class A-1B Note. 
As provided in the Indenture and subject to certain limitations therein
set forth, this Class A-1B Note is exchangeable for a new Class A-1B Note
evidencing the same undivided ownership interest, as requested by the holder
surrendering the same.


No service charge will be
made for any such registration of transfer or exchange, but the Note Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


The Servicer, the Trust
Depositor, the Trustee and the Note Registrar, and any agent of any of the
foregoing, may treat the person in whose name this Class A-1B Note is
registered as the owner hereof for all purposes, and none of the foregoing shall
be affected by notice to the contrary.


The obligations and
responsibilities created by the Indenture shall terminate upon the payment to
Class A-1B Noteholders of all amounts required to be paid to them pursuant to
the Indenture and the Sale and Servicing Agreement and the disposition of all
property held as part of the Indenture Collateral.



 A-3-6
 






 



 


SCHEDULE OF EXCHANGES OF INTERESTS IN
THE GLOBAL NOTE(4)


 


The following
exchanges of a part of this Global Note for an interest in another Global Note
or for a Definitive Note, or exchanges of a part of another Global Note or
Definitive Note for an interest in this Global Note, have been made:


 


	
   

  	
   

  	
  Amount of

  	
   

  	
  Amount of

  	
   

  	
  Principal Amount

  	
   

  	
   

  
	
   

  	
   

  	
  decrease in

  	
   

  	
  increase in

  	
   

  	
  of this Global

  	
   

  	
  Signature of

  
	
   

  	
   

  	
  Principal Amount

  	
   

  	
  Principal Amount

  	
   

  	
  Note following

  	
   

  	
  Responsible

  
	
  Date of

  	
   

  	
  of this Global

  	
   

  	
  of this Global

  	
   

  	
  such decrease (or

  	
   

  	
  Officer of Note

  
	
  Exchange

  	
   

  	
  Note

  	
   

  	
  Note

  	
   

  	
  increase)

  	
   

  	
  Registrar

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  







(4)           This
should be included only if the Note is issued in global form.



 A-3-7
 






 



ASSIGNMENT


Social Security or taxpayer I.D. or other identifying
number of assignee


FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto 


 






 






(name and address
of assignee)


the within Note and all rights thereunder, and hereby
irrevocably constitutes and appoints              ,
attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.


	
  Dated:

  	
                                  

  	
   

  	
                             

  	
   

  	
  (5)

  



 


Signature Guaranteed:






(5)           NOTE: 
The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.



 A-3-8














 


EXHIBIT A–4


[FORM OF CLASS A-2A NOTE]



ARCC Commercial Loan
Trust 2006


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER ANY SECURITIES OR BLUE SKY LAW OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT
THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”),
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS
INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (2) IN CERTIFICATED DEFINITIVE FORM TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” (WITHIN THE MEANING OF RULE 501(a)(1)—(3) OR (7) UNDER THE SECURITIES
ACT) PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, IN EACH CASE, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A
LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (B) THE RECEIPT
BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH
REOFFER, RESALE, PLEDGE OR TRANSFER IS MADE IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
AND BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, (3)
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO ANOTHER EXEMPTION
AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES AND BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, OR (5) PURSUANT TO A VALID REGISTRATION STATEMENT COMPLIANT WITH THE
REQUIREMENTS OF THE SECURITIES ACT. THE PURCHASE OF THIS NOTE WILL BE DEEMED A
REPRESENTATION BY THE ACQUIRER THAT EITHER: 
(I) IT IS NOT, AND IS NOT ACQUIRING OR HOLDING THIS NOTE, DIRECTLY OR
INDIRECTLY, ON BEHALF OF OR WITH ANY ASSETS OF, AN “EMPLOYEE BENEFIT PLAN” AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, A “PLAN”
DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”) (COLLECTIVELY, A “PLAN”), OR OTHER PLAN
OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW
SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”); OR (II) ITS ACQUISITION AND HOLDING OF THIS NOTE WILL NOT CONSTITUTE
OR RESULT IN A NON-EXEMPT PROHIBITED



 A-4-1
 






 



TRANSACTION FOR PURPOSES OF SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE, OR A VIOLATION OF SIMILAR LAW.


[IF HELD BY DTC] [UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]


[IF REGULATION S GLOBAL NOTE] [THIS NOTE
HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF. THE OFFERING
AND THE ORIGINAL ISSUE DATE OF THE NOTES, MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]


THE PRINCIPAL OF THIS
NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT
OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.



 A-4-2
 






 



 


	
  REGISTERED

  	
                              

  	
   

  	
  $

  	
                          

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  No. A—2A—

  	
        

  	
   

  	
   

  	
   

  	
  July 7, 2006 

  
											



 


SEE REVERSE FOR CERTAIN
DEFINITIONS


[144A CUSIP NO.                        ]

[Reg S ISIN NO.                           ]

[Reg S CUSIP No.                        ]

[Common Code No.                      ]


ARCC Commercial Loan
Trust 2006, a statutory trust organized and existing under the laws of the
State of Delaware (herein referred to as the “Issuer”), for value received,
hereby promises to pay to                       ,
or registered assigns, the principal sum of                             
DOLLARS payable on each Distribution Date in an amount equal to the result
obtained by multiplying (i) a fraction, the numerator of which is the initial
principal balance of this Class A-2A Note and the denominator of which is the
Initial Class A-2A Principal Balance by (ii) the aggregate amount, if any,
payable from the Note Distribution Account in respect of principal on the Class
A-2A Notes.


The principal of and
interest on this Class A-2A Note are payable in such coin or currency of the
United States as at the time of payment is legal tender for payment of public
and private debts.  All payments made by
the Issuer with respect to this Class A-2A Note shall be applied first to
interest due and payable on this Class A-2A Note as provided above and then to
the unpaid principal of this Class A-2A Note.


Reference is made to the
further provisions of this Class A-2A Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this
Class A-2A Note.


Unless the certificate of
authentication hereon has been executed by the Trustee whose name appears below
by manual signature, this Class A-2A Note shall not be entitled to any benefit
under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.



 A-4-3
 






 



IN WITNESS WHEREOF, the
Issuer has caused this instrument to be signed, manually or in facsimile, by
its Responsible Officer as of the date set forth above.


	
  

  	
  ARCC COMMERCIAL LOAN TRUST 2006

  	 

	
   

  	
   

  	 

	
   

  	
  By: 

  	
  WILMINGTON TRUST COMPANY, not 

  
	
   

  	
   

  	
  in its individual capacity but solely as 

  
	
   

  	
   

  	
  Owner Trustee under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
				



 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


This is one of the Class A-2A Notes of ARCC Commercial
Loan Trust 2006 designated above and referred to in the within-mentioned
Indenture.


	
  

  	
  U.S. BANK NATIONAL ASSOCIATION,

  	 

	
   

  	
  not in its individual capacity but solely as
  Trustee,

  	 

	
   

  	
   

  	 

	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
				



 



 A-4-4
 






 



[REVERSE OF NOTE]


This Class A-2A Note is
one of a duly authorized issue of Class A-2A Notes of the Issuer, designated as
its ARCC Commercial Loan Trust 2006 Notes, Series 2006-1, Class A-2A (herein
called the “Class A-2A Notes”), all issued under an Indenture, dated as
of July 7, 2006 (such indenture, as supplemented or amended, is herein called
the “Indenture”), between the Issuer and U.S. Bank National Association,
as Trustee (the “Trustee”, which term includes any successor Trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Holders of the Class
A-2A Notes.  The Class A-2A Notes are
subject to all terms of the Indenture. 
All terms used in this Class A-2A Note that are defined in the
Indenture, as supplemented or amended, shall have the meanings assigned to them
in or pursuant to the Indenture, as so supplemented or amended.


Notwithstanding the
foregoing, the entire unpaid principal amount of the Class A-2A Notes shall be
due and payable on the date on which an Event of Default shall have occurred
and be continuing and the Trustee, or the Majority Noteholders have declared
the Class A-2A Notes to be immediately due and payable in the manner provided
in Section 5.02 of the Indenture.  All
principal payments on the Class A-2A Notes shall be made pro rata to the Class A-2A Noteholders
entitled thereto.


Each Class A-2A
Noteholder, by acceptance of a Class A-2A Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer under the Indenture on the Class A-2A Notes or under any
certificate or other writing delivered in connection therewith, against any
holder of a Trust Certificate, the Trust Depositor, the Servicer, the Trustee
or the Owner Trustee in its individual capacity.


On each Distribution
Date, commencing December 20, 2006, the Trustee or Paying Agent shall
distribute to the Person in whose name this Class A-2A Note is registered at
the close of business on the Record Date an amount equal to the product of the
Percentage Interest of the Class A-2A Notes evidenced by this Class A-2A Note
and the amount required to be distributed to Holders of Class A-2A Notes on
such Distribution Date pursuant to Section 3.05 of the Indenture.


During each Interest Period, this Class A-2A Note will
bear interest at the Class A-2A Note Interest Rate.


Distributions on this
Class A-2A Note will be made by the Trustee or Paying Agent by check mailed to
the address of the Person entitled thereto as such name and address shall
appear on the Note Register or, upon written request to the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto as shall appear on the Note Register without the presentation or
surrender of this Note or the making of any notation thereon, at a bank or
other entity having appropriate facilities therefor, and, in the case of wire
transfers, at the expense of such Person unless such Person shall own of record
Class A-2A Notes which have Initial Class A-2A Principal Balances aggregating
at least $250,000.



 A-4-5
 






 



Notwithstanding the
above, the final distribution on this Class A-2A Note will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Class A-2A Note at the office or agency
maintained for that purpose by the Note Registrar in Boston, Massachusetts.


As provided in the
Indenture and the Sale and Servicing Agreement, deposits and withdrawals from
the Note Distribution Account, the Principal and Interest Account and the
Reserve Fund may be made by the Trustee from time to time for purposes other
than distributions to Class A-2A Noteholders, such purposes including
reimbursement to the Servicer of advances made, or certain expenses incurred,
by it, and investment in Permitted Investments.


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Class A-2A Note is registrable in the Note Register upon surrender of this
Class A-2A Note for registration of transfer at the offices or agencies
maintained by the Note Registrar in Boston, Massachusetts, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to, the
Trustee, duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Class A-2A Notes in
authorized denominations evidencing the same aggregate undivided Percentage
Interest will be issued to the designated transferee or transferees.


This Class A-2A Note is
issuable only as a registered Class A-2A Note. 
As provided in the Indenture and subject to certain limitations therein
set forth, this Class A-2A Note is exchangeable for a new Class A-2A Note
evidencing the same undivided ownership interest, as requested by the holder
surrendering the same.


No service charge will be
made for any such registration of transfer or exchange, but the Note Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


The Servicer, the Trust
Depositor, the Trustee and the Note Registrar, and any agent of any of the
foregoing, may treat the person in whose name this Class A-2A Note is
registered as the owner hereof for all purposes, and none of the foregoing
shall be affected by notice to the contrary.


The obligations and
responsibilities created by the Indenture shall terminate upon the payment to
Class A-2A Noteholders of all amounts required to be paid to them pursuant to
the Indenture and the Sale and Servicing Agreement and the disposition of all
property held as part of the Indenture Collateral.



 A-4-6
 






 



SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(6)


 


The following exchanges of a part of this Global Note
for an interest in another Global Note or for a Definitive Note, or exchanges
of a part of another Global Note or Definitive Note for an interest in this
Global Note, have been made:


 


	
   

  	
   

  	
  Amount of

  	
   

  	
  Amount of

  	
   

  	
  Principal Amount

  	
   

  	
   

  
	
   

  	
   

  	
  decrease in

  	
   

  	
  increase in

  	
   

  	
  of this Global

  	
   

  	
  Signature of

  
	
   

  	
   

  	
  Principal Amount

  	
   

  	
  Principal Amount

  	
   

  	
  Note following

  	
   

  	
  Responsible

  
	
  Date of

  	
   

  	
  of this Global

  	
   

  	
  of this Global

  	
   

  	
  such decrease (or

  	
   

  	
  Officer of Note

  
	
  Exchange

  	
   

  	
  Note

  	
   

  	
  Note

  	
   

  	
  increase)

  	
   

  	
  Registrar

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






(6)  This should
be included only if the Note is issued in global form.



 A-4-7
 






 



 


ASSIGNMENT


Social Security or taxpayer I.D. or other identifying
number of assignee


FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
                                                                 


                                                                                                                                                                                                        


(name and address
of assignee)


	
   

  
	
   

  



 


the within Note and all rights thereunder, and hereby
irrevocably constitutes and appoints              ,
attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.


	
  Dated:

  	
                                  

  	
   

  	
                             

  	
  (7)

  



Signature Guaranteed:






(7)           NOTE: 
The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.



 A-4-8














 


EXHIBIT A–5 


[FORM OF CLASS A-2B NOTE]


ARCC Commercial Loan
Trust 2006


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER ANY SECURITIES OR BLUE SKY LAW OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT
THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”),
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS
INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (2) IN CERTIFICATED DEFINITIVE FORM TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” (WITHIN THE MEANING OF RULE 501(a)(1)—(3) OR (7) UNDER THE SECURITIES
ACT) PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, IN EACH CASE, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A
LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (B) THE RECEIPT
BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH
REOFFER, RESALE, PLEDGE OR TRANSFER IS MADE IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
AND BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, (3)
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO ANOTHER EXEMPTION
AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES AND BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, OR (5) PURSUANT TO A VALID REGISTRATION STATEMENT COMPLIANT WITH THE
REQUIREMENTS OF THE SECURITIES ACT. THE PURCHASE OF THIS NOTE WILL BE DEEMED A
REPRESENTATION BY THE ACQUIRER THAT EITHER: 
(I) IT IS NOT, AND IS NOT ACQUIRING OR HOLDING THIS NOTE, DIRECTLY OR
INDIRECTLY, ON BEHALF OF OR WITH ANY ASSETS OF, AN “EMPLOYEE BENEFIT PLAN” AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, A “PLAN”
DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”) (COLLECTIVELY, A “PLAN”), OR OTHER PLAN
OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW
SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”); OR (II) ITS ACQUISITION AND HOLDING OF THIS NOTE WILL NOT CONSTITUTE
OR RESULT IN A NON-EXEMPT PROHIBITED



 A-5-1
 






 



TRANSACTION FOR PURPOSES OF SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE, OR A VIOLATION OF SIMILAR LAW.


[IF HELD BY DTC] [UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]


[IF REGULATION S GLOBAL NOTE] [THIS NOTE
HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF. THE OFFERING
AND THE ORIGINAL ISSUE DATE OF THE NOTES, MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]


THE PRINCIPAL OF THIS
NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT
OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.



 A-5-2
 






 



 


	
  REGISTERED

  	
                              

  	
   

  	
  $

  	
                          

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  No. A—2B—

  	
        

  	
   

  	
   

  	
   

  	
  July 7, 2006 

  
											



 


SEE REVERSE FOR CERTAIN
DEFINITIONS


[144A CUSIP NO.                        ]

[Reg S ISIN NO.                           ]

[Reg S CUSIP No.                        ]

[Common Code No.                     ]


ARCC Commercial Loan
Trust 2006, a statutory trust organized and existing under the laws of the
State of Delaware (herein referred to as the “Issuer”), for value received,
hereby promises to pay to                       ,
or registered assigns, the principal sum of                             
DOLLARS payable on each Distribution Date in an amount equal to the result
obtained by multiplying (i) a fraction, the numerator of which is the initial
principal balance of this Class A-2B Note and the denominator of which is the
Initial Class A-2B Principal Balance by (ii) the aggregate amount, if any,
payable from the Note Distribution Account in respect of principal on the Class
A-2B Notes.


The principal of and
interest on this Class A-2B Note are payable in such coin or currency of the
United States as at the time of payment is legal tender for payment of public
and private debts.  All payments made by
the Issuer with respect to this Class A-2B Note shall be applied first to
interest due and payable on this Class A-2B Note as provided above and then to
the unpaid principal of this Class A-2B Note.


Reference is made to the
further provisions of this Class A-2B Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this
Class A-2B Note.


Unless the certificate of
authentication hereon has been executed by the Trustee whose name appears below
by manual signature, this Class A-2B Note shall not be entitled to any benefit
under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.



 A-5-3
 






 



IN WITNESS WHEREOF, the
Issuer has caused this instrument to be signed, manually or in facsimile, by
its Responsible Officer as of the date set forth above.


	
  

  	
  ARCC COMMERCIAL LOAN TRUST 2006

  	 

	
   

  	
   

  	 

	
   

  	
  By: 

  	
  WILMINGTON TRUST COMPANY, not 

  
	
   

  	
   

  	
  in its individual capacity but solely as 

  
	
   

  	
   

  	
  Owner Trustee under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
				



 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


This is one of the Class A-2B Notes of ARCC Commercial
Loan Trust 2006 designated above and referred to in the within-mentioned
Indenture.


	
  

  	
  U.S. BANK NATIONAL ASSOCIATION,

  	 

	
   

  	
  not in its individual capacity but solely as
  Trustee,

  	 

	
   

  	
   

  	 

	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
				



 



 A-5-4
 






 



[REVERSE OF NOTE]


This Class A-2B Note is
one of a duly authorized issue of Class A-2B Notes of the Issuer, designated as
its ARCC Commercial Loan Trust 2006 Notes, Series 2006-1, Class A-2B (herein
called the “Class A-2B Notes”), all issued under an Indenture, dated as
of July 7, 2006 (such indenture, as supplemented or amended, is herein called
the “Indenture”), between the Issuer and U.S. Bank National Association,
as Trustee (the “Trustee”, which term includes any successor Trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Holders of the Class
A-2B Notes.  The Class A-2B Notes are
subject to all terms of the Indenture. 
All terms used in this Class A-2B Note that are defined in the
Indenture, as supplemented or amended, shall have the meanings assigned to them
in or pursuant to the Indenture, as so supplemented or amended.


Notwithstanding the
foregoing, the entire unpaid principal amount of the Class A-2B Notes shall be
due and payable on the date on which an Event of Default shall have occurred
and be continuing and the Trustee, or the Majority Noteholders have declared
the Class A-2B Notes to be immediately due and payable in the manner provided
in Section 5.02 of the Indenture.  All
principal payments on the Class A-2B Notes shall be made pro rata to the Class A-2B Noteholders
entitled thereto.


Each Class A-2B
Noteholder, by acceptance of a Class A-2B Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer under the Indenture on the Class A-2B Notes or under any
certificate or other writing delivered in connection therewith, against any
holder of a Trust Certificate, the Trust Depositor, the Servicer, the Trustee
or the Owner Trustee in its individual capacity.


On each Distribution
Date, commencing December 20, 2006, the Trustee or Paying Agent shall
distribute to the Person in whose name this Class A-2B Note is registered at the
close of business on the Record Date an amount equal to the product of the
Percentage Interest of the Class A-2B Notes evidenced by this Class A-2B Note
and the amount required to be distributed to Holders of Class A-2B Notes on
such Distribution Date pursuant to Section 3.05 of the Indenture.


During each Interest Period, this Class A-2B Note will
bear interest at the Class A-2B Note Interest Rate.


Distributions on this
Class A-2B Note will be made by the Trustee or Paying Agent by check mailed to
the address of the Person entitled thereto as such name and address shall
appear on the Note Register or, upon written request to the Trustee, by wire
transfer of immediately available funds to the account of the Person entitled
thereto as shall appear on the Note Register without the presentation or
surrender of this Note or the making of any notation thereon, at a bank or
other entity having appropriate facilities therefor, and, in the case of wire
transfers, at the expense of such Person unless such Person shall own of record
Class A-2B Notes which have Initial Class A-2B Principal Balances aggregating
at least $250,000.



 A-5-5
 






 



Notwithstanding the
above, the final distribution on this Class A-2B Note will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Class A-2B Note at the office or agency
maintained for that purpose by the Note Registrar in Boston, Massachusetts.


As provided in the
Indenture and the Sale and Servicing Agreement, deposits and withdrawals from
the Note Distribution Account, the Principal and Interest Account and the
Reserve Fund may be made by the Trustee from time to time for purposes other
than distributions to Class A-2B Noteholders, such purposes including
reimbursement to the Servicer of advances made, or certain expenses incurred,
by it, and investment in Permitted Investments.


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Class A-2B Note is registrable in the Note Register upon surrender of this
Class A-2B Note for registration of transfer at the offices or agencies
maintained by the Note Registrar in Boston, Massachusetts, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to, the
Trustee, duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Class A-2B Notes in
authorized denominations evidencing the same aggregate undivided Percentage
Interest will be issued to the designated transferee or transferees.


This Class A-2B Note is
issuable only as a registered Class A-2B Note. 
As provided in the Indenture and subject to certain limitations therein
set forth, this Class A-2B Note is exchangeable for a new Class A-2B Note
evidencing the same undivided ownership interest, as requested by the holder
surrendering the same.


No service charge will be
made for any such registration of transfer or exchange, but the Note Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


The Servicer, the Trust
Depositor, the Trustee and the Note Registrar, and any agent of any of the
foregoing, may treat the person in whose name this Class A-2B Note is
registered as the owner hereof for all purposes, and none of the foregoing
shall be affected by notice to the contrary.


The obligations and
responsibilities created by the Indenture shall terminate upon the payment to
Class A-2B Noteholders of all amounts required to be paid to them pursuant to
the Indenture and the Sale and Servicing Agreement and the disposition of all
property held as part of the Indenture Collateral.



 A-5-6
 






 



SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(8)


The following exchanges
of a part of this Global Note for an interest in another Global Note or for a
Definitive Note, or exchanges of a part of another Global Note or Definitive
Note for an interest in this Global Note, have been made:


	
   

  	
   

  	
  Amount of

  	
   

  	
  Amount of

  	
   

  	
  Principal Amount

  	
   

  	
   

  
	
   

  	
   

  	
  decrease in

  	
   

  	
  increase in

  	
   

  	
  of this Global

  	
   

  	
  Signature of

  
	
   

  	
   

  	
  Principal Amount

  	
   

  	
  Principal Amount

  	
   

  	
  Note following

  	
   

  	
  Responsible

  
	
  Date of

  	
   

  	
  of this Global

  	
   

  	
  of this Global

  	
   

  	
  such decrease (or

  	
   

  	
  Officer of Note

  
	
  Exchange

  	
   

  	
  Note

  	
   

  	
  Note

  	
   

  	
  increase)

  	
   

  	
  Registrar

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






(8)           This
should be included only if the Note is issued in global form.



 A-5-7
 






 



ASSIGNMENT


Social Security or taxpayer I.D. or other identifying
number of assignee


FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
                                                                  


                                                                                                                                                                                                        


(name and address
of assignee)


the within Note and all rights thereunder, and hereby
irrevocably constitutes and appoints              ,
attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.


	
  Dated:

  	
                                  

  	
   

  	
                             

  	
  (9)

  



Signature Guaranteed:






(9)                                  NOTE:  The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular, without alteration, enlargement or any
change whatsoever.



 A-5-8














 


EXHIBIT A–6 


[FORM OF CLASS B NOTE]


ARCC Commercial Loan
Trust 2006


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER ANY SECURITIES OR BLUE SKY LAW OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS NOTE,
AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE
LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY
BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”),
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS
INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (2) IN CERTIFICATED DEFINITIVE FORM TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” (WITHIN THE MEANING OF RULE 501(a)(1)—(3) OR (7) UNDER THE SECURITIES
ACT) PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, IN EACH CASE, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A
LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (B) THE RECEIPT
BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH
REOFFER, RESALE, PLEDGE OR TRANSFER IS MADE IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
AND SECURITIES AND BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO ANOTHER
EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES AND BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES, OR (5) PURSUANT TO A VALID REGISTRATION STATEMENT COMPLIANT
WITH THE REQUIREMENTS OF THE SECURITIES ACT. 
THE PURCHASE OF THIS NOTE WILL BE DEEMED A REPRESENTATION BY THE
ACQUIRER THAT EITHER:  (I) IT IS NOT, AND
IS NOT ACQUIRING OR HOLDING THIS NOTE, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR
WITH ANY ASSETS OF, AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF
ERISA THAT IS SUBJECT TO TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)
(COLLECTIVELY, A “PLAN”), OR OTHER PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL,
STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”); OR (II) ITS ACQUISITION AND
HOLDING OF THIS NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED



 A-6-1
 






 



TRANSACTION FOR PURPOSES OF SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE, OR OTHER PLAN OR A VIOLATION OF SIMILAR LAW.


[IF HELD BY DTC] [UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]


[IF REGULATION S GLOBAL NOTE] [THIS NOTE
HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF. THE OFFERING
AND THE ORIGINAL ISSUE DATE OF THE NOTES, MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]


THE PRINCIPAL OF THIS
NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.



 A-6-2
 






 



 


	
  REGISTERED

  	
                              

  	
   

  	
  $

  	
                          

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  No. B—

  	
        

  	
   

  	
  [

  	
  ]

  	
  [

  	
  ]

  	
  , 2006 

  	
   

  
														



 


SEE REVERSE FOR CERTAIN
DEFINITIONS


[144A CUSIP
NO.                        ]

[Reg S ISIN
NO.                           ]

[Reg S CUSIP
No.                        ]

[Common Code
No.                     ]


ARCC Commercial Loan
Trust 2006, a statutory trust organized and existing under the laws of the
State of Delaware (herein referred to as the “Issuer”), for value received,
hereby promises to pay to                       ,
or registered assigns, the principal sum of                                                      
DOLLARS payable on each Distribution Date on which principal is required to be
paid in an amount equal to the result obtained by multiplying (i) a fraction,
the numerator of which is the initial principal balance of this Class B Note
and the denominator of which is the Initial Class B Principal Balance by (ii)
the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class B Notes pursuant to Section 3.05 of the
Indenture.


The principal of and
interest on this Class B Note are payable in such coin or currency of the
United States as at the time of payment is legal tender for payment of public
and private debts.  All payments made by
the Issuer with respect to this Class B Note shall be applied first to interest
due and payable on this Class B Note as provided above and then to the unpaid
principal of this Class B Note.


Reference is made to the
further provisions of this Class B Note set forth on the reverse hereof, which
shall have the same effect as though fully set forth on the face of this Class
B Note.


Unless the certificate of
authentication hereon has been executed by the Trustee whose name appears below
by manual signature, this Class B Note shall not be entitled to any benefit
under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.



 A-6-3
 






 



IN WITNESS WHEREOF, the
Issuer has caused this instrument to be signed, manually or in facsimile, by
its Responsible Officer as of the date set forth above.


	
  

  	
  ARCC COMMERCIAL LOAN TRUST 2006

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  WILMINGTON TRUST COMPANY, not 

  
	
   

  	
   

  	
  in its individual capacity but solely as 

  
	
   

  	
   

  	
  Owner Trustee under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


This is one of the Class B Notes of ARCC Commercial
Loan Trust 2006 designated above and referred to in the within-mentioned
Indenture.


	
  

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  not in its individual capacity but solely as
  Trustee,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 



 A-6-4
 






 



[REVERSE OF NOTE]


This Class B Note is one
of a duly authorized issue of Class B Notes of the Issuer, designated as its
ARCC Commercial Loan Trust 2006 Notes, Series 2006-1, Class B (herein called
the “Class B Notes”), all issued under an Indenture, dated as of July 7,
2006 (such indenture, as supplemented or amended, is herein called the “Indenture”),
between the Issuer and U.S. Bank National Association, as Trustee (the “Trustee”,
which term includes any successor Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights and obligations thereunder of the Issuer,
the Trustee and the Holders of the Class B Notes.  The Class B Notes are subject to all terms of
the Indenture.  All terms used in this
Class B Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.


Notwithstanding the
foregoing, the entire unpaid principal amount of the Class B Notes shall be due
and payable on the date on which an Event of Default shall have occurred and be
continuing and the Trustee, or the Majority Noteholders have declared the Class
B Notes to be immediately due and payable in the manner provided in Section
5.02 of the Indenture.  All principal
payments on the Class B Notes shall be made pro
rata to the Class B Noteholders entitled thereto.


Each Class B Noteholder,
by acceptance of a Class B Note, covenants and agrees that no recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer under the
Indenture on the Class B Notes or under any certificate or other writing
delivered in connection therewith, against any holder of a Trust Certificate,
the Trust Depositor, the Servicer, the Trustee or the Owner Trustee in its
individual capacity or any of their Affiliates.


On each Distribution
Date, commencing December 20, 2006, the Trustee or Paying Agent shall
distribute to the Person in whose name this Class B Note is registered at the
close of business on the Record Date an amount equal to the product of the
Percentage Interest of the Class B Notes evidenced by this Class B Note and the
amount required to be distributed to Holders of Class B Notes on such
Distribution Date pursuant to Section 3.05 of the Indenture.


During each Interest Period, this Class B Note will
bear interest at the Class B Note Interest Rate.


Distributions on this
Class B Note will be made by the Trustee or Paying Agent by check mailed to the
address of the Person entitled thereto as such name and address shall appear on
the Note Register or, upon written request to the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto as
shall appear on the Note Register without the presentation or surrender of this
Note or the making of any notation thereon, at a bank or other entity having
appropriate facilities therefor, and, in the case of wire transfers, at the
expense of such Person unless such Person shall own of record Class B Notes
which have Initial Class B Principal Balances aggregating at least $250,000.



 A-6-5
 






 



Notwithstanding the
above, the final distribution on this Class B Note will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Class B Note at the office or agency
maintained for that purpose by the Note Registrar in Boston, Massachusetts.


As provided in the
Indenture and the Sale and Servicing Agreement, deposits and withdrawals from
the Note Distribution Account, the Principal and Interest Account and the
Reverse Fund may be made by the Trustee from time to time for purposes other
than distributions to Class B Noteholders, such purposes including
reimbursement to the Servicer of advances made, or certain expenses incurred,
by it, and investment in Permitted Investments.


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Class B Note is registrable in the Note Register upon surrender of this
Class B Note for registration of transfer at the offices or agencies maintained
by the Note Registrar in Boston, Massachusetts, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to, the
Trustee, duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Class B Notes in
authorized denominations evidencing the same aggregate undivided Percentage
Interest will be issued to the designated transferee or transferees.


This Class B Note is
issuable only as a registered Class B Note. 
As provided in the Indenture and subject to certain limitations therein
set forth, this Class B Note is exchangeable for a new Class B Note evidencing
the same undivided ownership interest, as requested by the holder surrendering
the same.


No service charge will be
made for any such registration of transfer or exchange, but the Note Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


The Servicer, the Trust
Depositor, the Trustee and the Note Registrar, and any agent of any of the
foregoing, may treat the person in whose name this Class B Note is registered
as the owner hereof for all purposes, and none of the foregoing shall be
affected by notice to the contrary.


The obligations and
responsibilities created by the Indenture shall terminate upon the payment to
Class B Noteholders of all amounts required to be paid to them pursuant to the
Indenture and the Sale and Servicing Agreement and the disposition of all
property held as part of the Indenture Collateral.



 A-6-6
 






 



SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(10)


The following exchanges
of a part of this Global Note for an interest in another Global Note or for a
Definitive Note, or exchanges of a part of another Global Note or Definitive
Note for an interest in this Global Note, have been made:


	
   

  	
   

  	
  Amount of

  	
   

  	
  Amount of

  	
   

  	
  Principal Amount

  	
   

  	
   

  
	
   

  	
   

  	
  decrease in

  	
   

  	
  increase in

  	
   

  	
  of this Global

  	
   

  	
  Signature of

  
	
   

  	
   

  	
  Principal Amount

  	
   

  	
  Principal Amount

  	
   

  	
  Note following

  	
   

  	
  Responsible

  
	
  Date of

  	
   

  	
  of this Global

  	
   

  	
  of this Global

  	
   

  	
  such decrease (or

  	
   

  	
  Officer of Note

  
	
  Exchange

  	
   

  	
  Note

  	
   

  	
  Note

  	
   

  	
  increase)

  	
   

  	
  Registrar

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






(10)                            This
should be included only if the Note is issued in global form.



 A-6-7
 






 



ASSIGNMENT


Social Security or taxpayer I.D. or other identifying
number of assignee


FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
                                                                  


                                                                                                                                                                                                        


(name and address
of assignee)


the within Note and all rights thereunder, and hereby
irrevocably constitutes and appoints              ,
attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.


	
  Dated:

  	
                                  

  	
   

  	
                             

  	
   

  	
  (11)

  



Signature
Guaranteed:






(11)                            NOTE:  The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular, without alteration, enlargement or any
change whatsoever.



 A-6-8














 


EXHIBIT A–7 


[FORM OF CLASS C NOTE] 


ARCC Commercial Loan
Trust 2006


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER ANY SECURITIES OR BLUE SKY LAW OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT
THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”),
PURCHASING FOR ITS OWN ACCOUNT FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS
INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (2) IN CERTIFICATED DEFINITIVE FORM TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” (WITHIN THE MEANING OF RULE 501(a)(1)—(3) OR (7) UNDER THE SECURITIES
ACT) PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, IN EACH CASE, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A
LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (B) THE RECEIPT
BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH
REOFFER, RESALE, PLEDGE OR TRANSFER IS MADE IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS IN ACCORDANCE WITH ALL APPLICABLE SECURITIES AND
BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, (3) IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, (4) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE
SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES AND BLUE SKY
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, OR (5) PURSUANT
TO A VALID REGISTRATION STATEMENT COMPLIANT WITH THE REQUIREMENTS OF THE
SECURITIES ACT.  THE PURCHASE OF THIS NOTE
WILL BE DEEMED A REPRESENTATION BY THE ACQUIRER THAT EITHER:  (I) IT IS NOT, AND IS NOT ACQUIRING OR
HOLDING THIS NOTE, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR WITH ANY ASSETS OF,
AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA THAT IS SUBJECT
TO TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (COLLECTIVELY, A “PLAN”),
OR OTHER PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR
OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (“SIMILAR LAW”); OR (II) ITS ACQUISITION AND HOLDING OF THIS NOTE WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED



 A-7-1
 






 



TRANSACTION FOR PURPOSES OF SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE, OR OTHER PLAN OR A VIOLATION OF SIMILAR LAW.


[IF HELD BY DTC] [UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]


[IF REGULATION S GLOBAL NOTE] [THIS NOTE
HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF. THE OFFERING
AND THE ORIGINAL ISSUE DATE OF THE NOTES, MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]


THE PRINCIPAL OF THIS
NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT
OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.



 A-7-2
 






 



 


	
  REGISTERED

  	
                              

  	
   

  	
  $

  	
                          

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  No. C—

  	
        

  	
   

  	
   

  	
   

  	
  July 7, 2006 

  
											



 


SEE REVERSE FOR CERTAIN
DEFINITIONS


[144A CUSIP
NO.                        ]

[Reg S ISIN
NO.                           ]

[Reg S CUSIP
No.                        ]

[Common Code No.                      ]


ARCC Commercial Loan
Trust 2006, a statutory trust organized and existing under the laws of the
State of Delaware (herein referred to as the “Issuer”), for value
received, hereby promises to pay to                       ,
or registered assigns, the principal sum of                                                        
DOLLARS payable on each Distribution Date on which principal is required to be
paid in an amount equal to the result obtained by multiplying (i) a fraction,
the numerator of which is the initial principal balance of this Class C Note
and the denominator of which is the Initial Class C Principal Balance by (ii)
the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class C Notes pursuant to Section 3.05 of the
Indenture.


The principal of and
interest on this Class C Note are payable in such coin or currency of the
United States as at the time of payment is legal tender for payment of public
and private debts.  All payments made by
the Issuer with respect to this Class C Note shall be applied first to interest
due and payable on this Class C Note as provided above and then to the unpaid
principal of this Class C Note.


Reference is made to the
further provisions of this Class C Note set forth on the reverse hereof, which
shall have the same effect as though fully set forth on the face of this Class
C Note.


Unless the certificate of
authentication hereon has been executed by the Trustee whose name appears below
by manual signature, this Class C Note shall not be entitled to any benefit
under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.



 A-7-3
 






 



IN WITNESS WHEREOF, the
Issuer has caused this instrument to be signed, manually or in facsimile, by
its Responsible Officer as of the date set forth below.


	
  

  	
  ARCC COMMERCIAL LOAN TRUST 2006

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  WILMINGTON TRUST COMPANY, not 

  
	
   

  	
   

  	
  in its individual capacity but solely as 

  
	
   

  	
   

  	
  Owner Trustee under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


This is one of the Class C Notes of ARCC Commercial
Loan Trust 2006 designated above and referred to in the within-mentioned
Indenture.


	
  

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  not in its individual capacity but solely as
  Trustee,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 



 A-7-4
 






 



[REVERSE OF NOTE]


This Class C Note is one
of a duly authorized issue of Class C Notes of the Issuer, designated as its
ARCC Commercial Loan Trust 2006 Notes, Series 2006-1, Class C (herein called
the “Class C Notes”), all issued under an Indenture, dated as of July 7,
2006 (such indenture, as supplemented or amended, is herein called the “Indenture”),
between the Issuer and U.S. Bank National Association, as Trustee (the “Trustee”,
which term includes any successor Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights and obligations thereunder of the Issuer,
the Trustee and the Holders of the Class C Notes.  The Class C Notes are subject to all terms of
the Indenture.  All terms used in this
Class C Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.


Notwithstanding the
foregoing, the entire unpaid principal amount of the Class C Notes shall be due
and payable on the date on which an Event of Default shall have occurred and be
continuing and the Trustee, or the Majority Noteholders have declared the Class
C Notes to be immediately due and payable in the manner provided in Section 5.02
of the Indenture.  All principal payments
on the Class C Notes shall be made pro rata
to the Class C Noteholders entitled thereto.


Each Class C Noteholder,
by acceptance of a Class C Note, covenants and agrees that no recourse may be
taken, directly or indirectly, with respect to the obligations of the Issuer
under the Indenture on the Class C Notes or under any certificate or other
writing delivered in connection therewith, against any holder of a Trust
Certificate, the Trust Depositor, the Servicer, the Trustee or the Owner
Trustee in its individual capacity or any of their Affiliates.


On each Distribution
Date, commencing December 20, 2006, the Trustee or Paying Agent shall
distribute to the Person in whose name this Class C Note is registered at the close
of business on the Record Date an amount equal to the product of the Percentage
Interest of the Class C Notes evidenced by this Class C Note and the amount
required to be distributed to Holders of Class C Notes on such Distribution
Date pursuant to Section 3.05 of the Indenture.


During each Interest Period, this Class C Note will
bear interest at the Class C Note Interest Rate.


Distributions on this
Class C Note will be made by the Trustee or Paying Agent by check mailed to the
address of the Person entitled thereto as such name and address shall appear on
the Note Register or, upon written request to the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto as
shall appear on the Note Register without the presentation or surrender of this
Note or the making of any notation thereon, at a bank or other entity having
appropriate facilities therefor, and, in the case of wire transfers, at the
expense of such Person unless such Person shall own of record Class C Notes
which have Initial Class C Principal Balances aggregating at least $250,000.


Notwithstanding the above, the final distribution on
this Class C Note will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and



 A-7-5
 






 



surrender of this Class C Note at the office or agency
maintained for that purpose by the Note Registrar in Boston, Massachusetts.


As provided in the
Indenture and the Sale and Servicing Agreement, deposits and withdrawals from
the Note Distribution Account, the Principal and Interest Account and the
Reserve Fund may be made by the Trustee from time to time for purposes other
than distributions to Class C Noteholders, such purposes including
reimbursement to the Servicer of advances made, or certain expenses incurred,
by it, and investment in Permitted Investments.


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Class C Note is registrable in the Note Register upon surrender of this
Class C Note for registration of transfer at the offices or agencies maintained
by the Note Registrar in Boston, Massachusetts, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to, the
Trustee, duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Class C Notes in
authorized denominations evidencing the same aggregate undivided Percentage
Interest will be issued to the designated transferee or transferees.


This Class C Note is
issuable only as a registered Class C Note. 
As provided in the Indenture and subject to certain limitations therein
set forth, this Class C Note is exchangeable for a new Class C Note evidencing
the same undivided ownership interest, as requested by the holder surrendering
the same.


No service charge will be
made for any such registration of transfer or exchange, but the Note Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


The Servicer, the Trust
Depositor, the Trustee and the Note Registrar, and any agent of any of the
foregoing, may treat the person in whose name this Class C Note is registered
as the owner hereof for all purposes, and none of the foregoing shall be
affected by notice to the contrary.


The obligations and
responsibilities created by the Indenture with respect to this Class C Note
shall terminate upon the payment to Class C Noteholders of all amounts required
to be paid to them pursuant to the Indenture and the Sale and Servicing
Agreement and the disposition of all property held as part of the Indenture
Collateral with respect to this Class C Note.



 A-7-6
 






 



SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(12)


The following exchanges
of a part of this Global Note for an interest in another Global Note or for a
Definitive Note, or exchanges of a part of another Global Note or Definitive
Note for an interest in this Global Note, have been made:


	
   

  	
   

  	
  Amount of

  	
   

  	
  Amount of

  	
   

  	
  Principal Amount

  	
   

  	
   

  
	
   

  	
   

  	
  decrease in

  	
   

  	
  increase in

  	
   

  	
  of this Global

  	
   

  	
  Signature of

  
	
   

  	
   

  	
  Principal Amount

  	
   

  	
  Principal Amount

  	
   

  	
  Note following

  	
   

  	
  Responsible

  
	
  Date of

  	
   

  	
  of this Global

  	
   

  	
  of this Global

  	
   

  	
  such decrease

  	
   

  	
  Officer of Note

  
	
  Exchange

  	
   

  	
  Note

  	
   

  	
  Note

  	
   

  	
  (or increase)

  	
   

  	
  Registrar

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






(12)                            This
should be included only if the Note is issued in global form.



 A-7-7
 






 



ASSIGNMENT


Social Security or taxpayer I.D. or other identifying
number of assignee


FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
                                                                  


                                                                                                                                                                                                         


(name and address of
assignee)


the within Note and all rights thereunder, and hereby
irrevocably constitutes and appoints              ,
attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.


	
  Dated:

  	
                                  

  	
   

  	
                             

  	
  (13)

  



Signature Guaranteed:






(13)         NOTE: 
The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.



 A-7-8














 


EXHIBIT A–8 


[FORM OF CLASS D NOTE] 


ARCC Commercial Loan
Trust 2006


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER ANY SECURITIES OR BLUE SKY LAW OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT
THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”),
PURCHASING FOR ITS OWN ACCOUNT FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS
INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (2) IN CERTIFICATED DEFINITIVE FORM TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” (WITHIN THE MEANING OF RULE 501(a)(1)—(3) OR (7) UNDER THE SECURITIES
ACT) PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, IN EACH CASE, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A
LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (B) THE RECEIPT
BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH
REOFFER, RESALE, PLEDGE OR TRANSFER IS MADE IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS IN ACCORDANCE WITH ALL APPLICABLE SECURITIES AND
BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, (3) IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, (4) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE
SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES AND BLUE SKY
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, OR (5) PURSUANT
TO A VALID REGISTRATION STATEMENT COMPLIANT WITH THE REQUIREMENTS OF THE
SECURITIES ACT.  THE PURCHASE OF THIS NOTE
WILL BE DEEMED A REPRESENTATION BY THE ACQUIRER THAT EITHER:  (I) IT IS NOT, AND IS NOT ACQUIRING OR
HOLDING THIS NOTE, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR WITH ANY ASSETS OF,
AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA THAT IS SUBJECT
TO TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (COLLECTIVELY, A “PLAN”),
OR OTHER PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR
OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (“SIMILAR LAW”); OR (II) ITS ACQUISITION AND HOLDING OF THIS NOTE WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED



 A-8-1
 






 



TRANSACTION FOR PURPOSES OF SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE, OR OTHER PLAN OR A VIOLATION OF SIMILAR LAW.


[IF HELD BY DTC] [UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]


[IF REGULATION S GLOBAL NOTE] [THIS NOTE
HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF. THE OFFERING
AND THE ORIGINAL ISSUE DATE OF THE NOTES, MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]


THE PRINCIPAL OF THIS
NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT
OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.



 A-8-2
 






 



 


	
  REGISTERED

  	
  $

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  No. D—

  	
   

  	
   

  	
   

  	
   

  	
  July 7, 2006 

  
									



 


SEE REVERSE FOR CERTAIN
DEFINITIONS


[144A CUSIP
NO.                        ]


[Reg S ISIN
NO.                           ]


[Reg S CUSIP
No.                        ]


[Common Code
No.                      ]


ARCC Commercial Loan
Trust 2006, a statutory trust organized and existing under the laws of the
State of Delaware (herein referred to as the “Issuer”), for value
received, hereby promises to pay to                                        ,
or registered assigns, the principal sum of                                                                                                                    
DOLLARS payable on each Distribution Date on which principal is required to be
paid in an amount equal to the result obtained by multiplying (i) a fraction,
the numerator of which is the initial principal balance of this Class D Note
and the denominator of which is the Initial Class D Principal Balance by (ii)
the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class D Notes pursuant to Section 3.05 of the
Indenture.


The principal of and
interest on this Class D Note are payable in such coin or currency of the
United States as at the time of payment is legal tender for payment of public
and private debts.  All payments made by
the Issuer with respect to this Class D Note shall be applied first to interest
due and payable on this Class D Note as provided above and then to the unpaid
principal of this Class D Note.


Reference is made to the
further provisions of this Class D Note set forth on the reverse hereof, which
shall have the same effect as though fully set forth on the face of this Class
D Note.


Unless the certificate of
authentication hereon has been executed by the Trustee whose name appears below
by manual signature, this Class D Note shall not be entitled to any benefit
under the Indenture referred to on the reverse hereof, or be valid or obligatory
for any purpose.



 A-8-3
 






 



IN WITNESS WHEREOF, the
Issuer has caused this instrument to be signed, manually or in facsimile, by
its Responsible Officer as of the date set forth below.


	
  

  	
  ARCC COMMERCIAL LOAN TRUST 2006

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  WILMINGTON TRUST COMPANY, not 

  
	
   

  	
   

  	
  in its individual capacity but solely as 

  
	
   

  	
   

  	
  Owner Trustee under the Trust Agreement

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  
				



 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


This is one of the Class D Notes of ARCC Commercial
Loan Trust 2006 designated above and referred to in the within-mentioned
Indenture.


	
  

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  not in its individual capacity but solely as
  Trustee,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 



 A-8-4
 






 



[REVERSE OF NOTE]


This Class D Note is one
of a duly authorized issue of Class D Notes of the Issuer, designated as its
ARCC Commercial Loan Trust 2006 Notes, Series 2006-1, Class D (herein called
the “Class D Notes”), all issued under an Indenture, dated as of July 7,
2006 (such indenture, as supplemented or amended, is herein called the “Indenture”),
between the Issuer and U.S. Bank National Association, as Trustee (the “Trustee”,
which term includes any successor Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights and obligations thereunder of the Issuer,
the Trustee and the Holders of the Class D Notes.  The Class D Notes are subject to all terms of
the Indenture.  All terms used in this
Class D Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.


Notwithstanding the
foregoing, the entire unpaid principal amount of the Class D Notes shall be due
and payable on the date on which an Event of Default shall have occurred and be
continuing and the Trustee, or the Majority Noteholders have declared the Class
D Notes to be immediately due and payable in the manner provided in Section
5.02 of the Indenture.  All principal
payments on the Class D Notes shall be made pro
rata to the Class D Noteholders entitled thereto.


Each Class D Noteholder,
by acceptance of a Class D Note, covenants and agrees that no recourse may be
taken, directly or indirectly, with respect to the obligations of the Issuer
under the Indenture on the Class D Notes or under any certificate or other
writing delivered in connection therewith, against any holder of a Trust
Certificate, the Trust Depositor, the Servicer, the Trustee or the Owner
Trustee in its individual capacity or any of their Affiliates.


On each Distribution
Date, commencing December 20, 2006, the Trustee or Paying Agent shall
distribute to the Person in whose name this Class D Note is registered at the
close of business on the Record Date an amount equal to the product of the
Percentage Interest of the Class D Notes evidenced by this Class D Note and the
amount required to be distributed to Holders of Class D Notes on such
Distribution Date pursuant to Section 3.05 of the Indenture.


During each Interest Period, this Class D Note will
bear interest at the Class D Note Interest Rate.


Distributions on this
Class D Note will be made by the Trustee or Paying Agent by check mailed to the
address of the Person entitled thereto as such name and address shall appear on
the Note Register or, upon written request to the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto as
shall appear on the Note Register without the presentation or surrender of this
Note or the making of any notation thereon, at a bank or other entity having
appropriate facilities therefor, and, in the case of wire transfers, at the
expense of such Person unless such Person shall own of record Class D Notes
which have Initial Class D Principal Balances aggregating at least $250,000.


Notwithstanding the above, the final distribution on
this Class D Note will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and



 A-8-5
 






 



surrender of this Class D Note at the office or agency
maintained for that purpose by the Note Registrar in Boston, Massachusetts.


As provided in the
Indenture and the Sale and Servicing Agreement, deposits and withdrawals from the
Note Distribution Account, the Principal and Interest Account and the Reserve
Fund may be made by the Trustee from time to time for purposes other than
distributions to Class D Noteholders, such purposes including reimbursement to
the Servicer of advances made, or certain expenses incurred, by it, and
investment in Permitted Investments.


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Class D Note is registrable in the Note Register upon surrender of this
Class D Note for registration of transfer at the offices or agencies maintained
by the Note Registrar in Boston, Massachusetts, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to, the
Trustee, duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Class D Notes in
authorized denominations evidencing the same aggregate undivided Percentage
Interest will be issued to the designated transferee or transferees.


This Class D Note is
issuable only as a registered Class D Note. 
As provided in the Indenture and subject to certain limitations therein
set forth, this Class D Note is exchangeable for a new Class D Note evidencing
the same undivided ownership interest, as requested by the holder surrendering
the same.


No service charge will be
made for any such registration of transfer or exchange, but the Note Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


The Servicer, the Trust
Depositor, the Trustee and the Note Registrar, and any agent of any of the
foregoing, may treat the person in whose name this Class D Note is registered
as the owner hereof for all purposes, and none of the foregoing shall be
affected by notice to the contrary.


The obligations and
responsibilities created by the Indenture with respect to this Class D Note
shall terminate upon the payment to Class D Noteholders of all amounts required
to be paid to them pursuant to the Indenture and the Sale and Servicing
Agreement and the disposition of all property held as part of the Indenture
Collateral with respect to this Class D Note.



 A-8-6
 






 



SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(14)


The following exchanges
of a part of this Global Note for an interest in another Global Note or for a
Definitive Note, or exchanges of a part of another Global Note or Definitive
Note for an interest in this Global Note, have been made:


	
   

  	
   

  	
  Amount of

  	
   

  	
  Amount of

  	
   

  	
  Principal Amount

  	
   

  	
   

  
	
   

  	
   

  	
  decrease in

  	
   

  	
  increase in

  	
   

  	
  of this Global

  	
   

  	
  Signature of

  
	
   

  	
   

  	
  Principal Amount

  	
   

  	
  Principal Amount

  	
   

  	
  Note following

  	
   

  	
  Responsible

  
	
  Date of

  	
   

  	
  of this Global

  	
   

  	
  of this Global

  	
   

  	
  such decrease

  	
   

  	
  Officer of Note

  
	
  Exchange

  	
   

  	
  Note

  	
   

  	
  Note

  	
   

  	
  (or increase)

  	
   

  	
  Registrar

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 






(14)                            This
should be included only if the Note is issued in global form.



 A-8-7
 






 



ASSIGNMENT


Social Security or taxpayer I.D. or other identifying
number of assignee


FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto                                                                   


	
   

  
	
   

  



 


(name and address of
assignee)


the within Note and all
rights thereunder, and hereby irrevocably constitutes and appoints                              ,
attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.


	
  Dated:

  	
   

  	
   

  	
   

  	
  (15)

  



Signature Guaranteed:






(15)                            NOTE:  The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular, without alteration, enlargement or any
change whatsoever.



 A-8-8














 


EXHIBIT A–9



[FORM OF CLASS E NOTE] 


ARCC Commercial Loan
Trust 2006


THIS NOTE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER ANY SECURITIES OR BLUE SKY LAW OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES.  THE HOLDER HEREOF,
BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS AND ONLY IN CERTIFICATED DEFINITIVE FORM (1) PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE
HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”),
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS
INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (2) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN
THE MEANING OF RULE 501(a)(1)—(3) OR (7) UNDER THE SECURITIES ACT) PURCHASING
FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN
EACH CASE, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY
IN THE FORM PROVIDED IN THE INDENTURE AND (B) THE RECEIPT BY THE TRUSTEE OF
SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE
OR TRANSFER IS MADE IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE
LAWS AND IN ACCORDANCE WITH ALL APPLICABLE SECURITIES AND BLUE SKY LAWS OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, (3) IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (4) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE
SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES AND BLUE SKY
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, OR (5) PURSUANT
TO A VALID REGISTRATION STATEMENT COMPLIANT WITH THE REQUIREMENTS OF THE
SECURITIES ACT.


THE PRINCIPAL OF THIS
NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT
OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


THIS CLASS E NOTE IS A PRINCIPAL ONLY NOTE AND DOES
NOT BEAR ANY INTEREST.


THIS CLASS E NOTE MAY NOT BE TRANSFERRED DIRECTLY OR
INDIRECTLY TO ANY PERSON THAT IS, OR IS ACTING DIRECTLY OR INDIRECTLY



 A-9-1
 






 



FOR, ON BEHALF OF OR WITH ANY ASSETS OF, AN “EMPLOYEE
BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA THAT IS SUBJECT TO TITLE I OF
ERISA, OR A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (COLLECTIVELY, A “PLAN”).  THIS CLASS E NOTE MAY NOT BE TRANSFERRED TO A
PLAN THAT IS NOT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE CODE UNLESS ITS
ACQUISITION AND HOLDING OF THIS NOTE WILL NOT CONSTITUTE OR RESULT IN A
VIOLATION OF ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”).  IN CONNECTION WITH ITS ACQUISITION OF THIS
NOTE, THE ACQUIROR REQUIRED TO REPRESENT THAT (I) IT IS NOT, AND IS NOT
ACQUIRING OR HOLDING THIS NOTE, DIRECTLY OR INDIRECTLY, FOR, ON BEHALF OF OR
WITH ANY ASSETS OF, A “PLAN”, AND (II) IF IT IS A PLAN THAT IS NOT SUBJECT TO
TITLE I OF ERISA OR SECTION 4975 OF THE CODE, ITS ACQUISITION AND HOLDING OF
THIS NOTE WILL NOT CONSTITUTE OR RESULT INA VIOLATION OF SIMILAR LAW.


THIS CLASS E NOTE MAY BE
TRANSFERRED ONLY TO A UNITED STATES PERSON WITHIN THE MEANING OF SECTION
7701(a)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


THIS CLASS E NOTE MAY NOT
BE ACQUIRED OR OWNED BY ANY PERSON THAT IS CLASSIFIED FOR U.S. FEDERAL INCOME
TAX PURPOSES AS A PARTNERSHIP, SUBCHAPTER S CORPORATION OR GRANTOR TRUST UNLESS
(I) THE VALUE OF THE CLASS E NOTES PROPOSED TO BE TRANSFERRED TO SUCH PERSON,
TOGETHER WITH THE VALUE OF ANY CLASS E NOTES AND TRUST CERTIFICATES ALREADY
FIELD BY SUCH PERSON, WILL NOT CONSTITUTE SUBSTANTIALLY ALL OF THE VALUE OF THE
ASSETS OF SUCH PERSON AND (II) SUCH PERSON IS NOT PART OF ANY ARRANGEMENT THE
PRINCIPAL PURPOSE OF WHICH IS TO CAUSE THE CLASS E NOTES AND TRUST CERTIFICATES
TO BE TREATED AS OWNED BY 100 PERSONS OR LESS WITHIN THE MEANING OF TREAS. REG.
§ 1.7704-1(H)(1)(II).


THIS CLASS E NOTE (AND
ANY INTEREST HEREIN) MAY NOT BE ACQUIRED, PURSUANT TO A TRADE ON AN “ESTABLISHED
SECURITIES MARKET.” FOR THIS PURPOSE, THE TERM “ESTABLISHED SECURITIES MARKET”
INCLUDES ANY NATIONAL SECURITIES EXCHANGE REGISTERED UNDER SECTION 6 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR EXEMPTED FROM REGISTRATION
BECAUSE OF THE LIMITED VOLUME; ANY FOREIGN SECURITIES EXCHANGE THAT, UNDER THE
LAWS OF THE JURISDICTION WHERE IT IS ORGANIZED, SATISFIES REGULATORY
REQUIREMENTS THAT ARE ANALOGOUS TO THE REGULATORY REQUIREMENTS IMPOSED UNDER
THE SECURITIES EXCHANGE ACT OF 1934; ANY REGIONAL OR LOCAL EXCHANGE; AND ANY
INTERDEALER QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY AND SELL
QUOTATIONS BY IDENTIFIED BROKERS OR DEALERS, BY ELECTRONIC MEANS OR OTHERWISE.



 A-9-2
 






 



THIS CLASS E NOTE (AND
ANY INTEREST HEREIN) MAY NOT BE TRANSFERRED IN AN AMOUNT LESS THAN THE MINIMUM
DENOMINATION OF SUCH CLASS E NOTE.


NO TRANSFER, SALE, PLEDGE
OR OTHER DISPOSITION OF ONE OR MORE CLASS E NOTE (A “TRANSFER”) SHALL BE
MADE UNLESS SIMULTANEOUSLY WITH THE TRANSFER (1) A PROPORTIONATE AMOUNT OF
TRUST CERTIFICATES ARE TRANSFERRED SO THAT THE PERCENTAGE INTEREST OF THE TRUST
CERTIFICATES SO TRANSFERRED TO ALL TRUST CERTIFICATES EQUALS THE PERCENTAGE
INTEREST OF THE CLASS E NOTE SO TRANSFERRED, (2) THE TRANSFERS OF THE TRUST
CERTIFICATES AND CLASS E NOTE REFERRED TO HEREIN ARE MADE TO THE SAME PERSON,
AND (3) THE PERCENTAGE INTEREST OF THE TRUST CERTIFICATES AND CLASS E NOTE,
RESPECTIVELY, SO TRANSFERRED IS NO LESS THAN TEN (10%) PERCENT.


THE RIGHTS OF THE HOLDERS
OF THIS CLASS E NOTE TO RECEIVE PRINCIPAL ARE SUBORDINATED TO THE RIGHTS OF THE
HOLDERS OF THE CLASS A-1A NOTES, THE CLASS A-1A VFN NOTES, THE CLASS A-1B
NOTES, THE CLASS A-2A NOTES, THE CLASS A-2B NOTES, THE CLASS B NOTES THE CLASS
C NOTES, AND THE CLASS D NOTES TO RECEIVE PRINCIPAL AND INTEREST TO THE EXTENT
SET FORTH IN THE SALE AND SERVICING AGREEMENT.



 A-9-3
 






 



 


	
  REGISTERED

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  No. E—

  	
   

  	
  July 7, 2006

  



 


SEE REVERSE FOR CERTAIN
DEFINITIONS


ARCC Commercial Loan
Trust 2006, a statutory trust organized and existing under the laws of the
State of Delaware (herein referred to as the “Issuer”), for value
received, hereby promises to pay to                                       ,
or registered assigns, the principal sum of                                                                                                            
DOLLARS payable on each Distribution Date on which principal is required to be
paid in an amount equal to the result obtained by multiplying (i) a fraction
the numerator of which is the initial principal balance of this Class E Note
and the denominator of which is the Initial Class E Principal Balance by (ii)
the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class E Notes pursuant to Section 3.05 of the
Indenture.


Distributions on this Class E Note are payable in such
coin or currency of the United States as at the time of payment is legal tender
for payment of public and private debts.


Reference is made to the
further provisions of this Class E Note set forth on the reverse hereof, which
shall have the same effect as though fully set forth on the face of this Class
E Note.


Unless the certificate of
authentication hereon has been executed by the Trustee whose name appears below
by manual signature, this Class E Note shall not be entitled to any benefit
under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.



 A-9-4
 






 



IN WITNESS WHEREOF, the
Issuer has caused this instrument to be signed, manually or in facsimile, by
its Responsible Officer as of the date set forth below.


	
  

  	
  ARCC COMMERCIAL LOAN TRUST 2006

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  WILMINGTON TRUST COMPANY, not 

  
	
   

  	
   

  	
  in its individual capacity but solely as 

  
	
   

  	
   

  	
  Owner Trustee under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


This is one of the Class E Notes of ARCC Commercial
Loan Trust 2006 designated above and referred to in the within-mentioned
Indenture.


	
  

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  not in its individual capacity but solely as
  Trustee,

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 



 A-9-5
 






 



[REVERSE OF NOTE]


This Class E Note is one
of a duly authorized issue of Class E Notes of the Issuer, designated as its
ARCC Commercial Loan Trust 2006 Notes, Series 2006-1, Class E (herein called
the “Class E Notes”), all issued under an Indenture dated as of July 7,
2006 (such indenture, as supplemented or amended, is herein called the “Indenture”),
between the Issuer and U.S. Bank National Association, as Trustee (the “Trustee”,
which term includes any successor Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights and obligations thereunder of the Issuer,
the Trustee and the Holders of the Class E Notes.  The Class E Notes are subject to all terms of
the Indenture.  All terms used in this
Class E Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.


Notwithstanding the
foregoing, the entire unpaid principal amount of the Class E Notes shall be due
and payable on the date on which an Event of Default shall have occurred and be
continuing and the Trustee, or the Majority Noteholders have declared the Class
E Notes to be immediately due and payable in the manner provided in Section
5.02 of the Indenture.  All principal
payments on the Class E Notes shall be made pro
rata to the Class E Noteholders entitled thereto.


Each Class E Noteholder,
by acceptance of a Class E Note, covenants and agrees that no recourse may be
taken, directly or indirectly, with respect to the obligations of the Issuer
under the Indenture on the Class E Notes or under any certificate or other
writing delivered in connection therewith, against any holder of a Trust
Certificate, the Trust Depositor, the Servicer, the Trustee or the Owner
Trustee in its individual capacity or any of their Affiliates.


On each Distribution
Date, commencing December 20, 2006, the Trustee or Paying Agent shall
distribute to the Person in whose name this Class E Note is registered on the
close of business on the Record Date an amount equal to the product of the
Percentage Interest of the Class E Notes evidenced by this Class E Note and the
amount required to be distributed to Holders of Class E Notes on such
Distribution Date pursuant to Section 3.05 of the Indenture.


Distributions on this Class
E Note will be made by the Trustee or Paying Agent by check mailed to the
address of the Person entitled thereto as such name and address shall appear on
the Note Register or, upon written request to the Trustee, by wire transfer of
immediately available funds to the account of the Person entitled thereto as
shall appear on the Note Register without the presentation or surrender of this
Note or the making of any notation thereon, at a bank or other entity having
appropriate facilities therefor, and, in the case of wire transfers, at the
expense of such Person unless such Person shall own of record Class E Notes
which have Initial Class E Principal Balances aggregating at least $250,000.


Notwithstanding the
above, the final distribution on this Class E Note will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Class E Note at the office or agency
maintained for that purpose by the Note Registrar in Boston, Massachusetts.



 A-9-6
 






 



As provided in the
Indenture and the Sale and Servicing Agreement, deposits and withdrawals from
the Note Distribution Account, the Principal and Interest Account and the
Reserve Fund may be made by the Trustee from time to time for purposes other
than distributions to Class E Noteholders, such purposes including
reimbursement to the Servicer of advances made, or certain expenses incurred,
by it, and investment in Permitted Investments.


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Class E Note is registrable in the Note Register upon surrender of this
Class E Note for registration of transfer at the offices or agencies maintained
by the Note Registrar in Boston, Massachusetts, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to, the Trustee, duly
executed by the holder hereof or such holder’s attorney duly authorized in
writing, and thereupon one or more new Class E Notes in authorized
denominations evidencing the same aggregate undivided Percentage Interest will
be issued to the designated transferee or transferees.


This Class E Note is
issuable only as a registered Class E Note. 
As provided in the Indenture and subject to certain limitations therein
set forth, this Class E Note is exchangeable for a new Class E Note evidencing
the same undivided ownership interest, as requested by the holder surrendering
the same.


No service charge will be
made for any such registration of transfer or exchange, but the Note Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


The Servicer, the Trust
Depositor, the Trustee and the Note Registrar, and any agent of any of the
foregoing, may treat the person in whose name this Class E Note is registered
as the owner hereof for all purposes, and none of the foregoing shall be
affected by notice to the contrary.


The obligations and
responsibilities created by the Indenture with respect to this Class E Note
shall terminate upon the payment to Class E Noteholders of all amounts required
to be paid to them pursuant to the Indenture and the Sale and Servicing
Agreement and the disposition of all property held as part of the Indenture
Collateral with respect to this Class E Note.



 A-9-7
 






 



ASSIGNMENT


Social Security or taxpayer I.D. or other identifying
number of assignee


FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto                                                                   


                                                                                                                                                                                                         


(name and address of
assignee)


the within Note and all rights thereunder, and hereby
irrevocably constitutes and appoints                                ,
attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.


	
  Dated:

  	
   

  	
   

  	
   

  	
  (16)

  



 


Signature Guaranteed:






(16)                            NOTE:  The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular, without alteration, enlargement or any
change whatsoever.



 A-9-8














 


EXHIBIT B


LIST OF LOANS


See Exhibit G of the Sale
and Servicing Agreement.


 



 B-1














 


EXHIBIT C 


WIRING INSTRUCTIONS FORM 


, 2006


[Paying Agent]


                              


                                


Re:                               ARCC
Commercial Loan Trust 2006 Notes, Series 2006-1, [Class A-1A] [Class A-1A VFN]
[Class A-1B] [Class B] [Class C] [Class D] [Class E]


Dear Sir:


In connection with the
sale of the above-captioned Note by                                        to
                                                  
, (“Transferee”) you, as Paying Agent, are instructed to make all
remittances to Transferee as Noteholder as of                      ,
                
by wire transfer.  For such wire
transfer, the wiring instructions are as follows:


 


 


	
  

  	
   

  	
   

  
	
   

  	
  Transferee

  



 


Noteholder’s mailing
address: 


Name: 


Address:



 A-9-1














 


EXHIBIT D–1


FORM OF TRANSFEREE LETTER


Ares Capital
Corporation, 

as the Servicer

280 Park Avenue, 22nd Floor, Building East 

New York, New York 10017

Attention:  Michael J. Arougheti


U.S. Bank National
Association, 

as the Trustee 

One Federal Street 

Boston, Massachusetts 02110

Attention:  CDO Unit, Reference ARCC
2006-1


                 ,
20    


Re:                               ARCC
Commercial Loan Trust 2006 Notes, Series 2006-1 


Class A-1A, Class
A-1A VFN, Class A-1B, Class A-2A, Class A-2B, Class B, Class C, Class D and
Class E


Ladies and Gentlemen:


In connection with our
acquisition of the above-captioned Notes, we certify that (a) we understand
that the Notes are not being registered under the Securities Act of 1933, as
amended (the “Act”), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration
requirements of the Act and any such laws, (b) we are an “Institutional
Accredited Investor” or, in the case of the Class E Notes, a “Qualified
Institutional Buyer,” each as defined in the Indenture pursuant to which the
Notes were issued (the “Indenture”), and have such knowledge and
experience in financial and business matters that we are capable of evaluating
the merits and risks of investments in the Notes, (c) we have had the opportunity
to ask questions of and receive answers from the Originator, the Servicer and
the Issuer concerning the purchase of the Notes and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Notes, (d) we are acquiring the Notes for investment for our own
account and not with a view to any distribution of such Notes (but without
prejudice to our right at all times to sell or otherwise dispose of the Notes
in accordance with clause (f) below), (e) we have not offered or sold
any Notes to, or solicited offers to buy any Notes from, any person, or
otherwise approached or negotiated with any person with respect thereto, or
taken any other action which would result in a violation of Section 5 of the
Act, (f) we will not sell, transfer or otherwise dispose of any Notes unless
(1) such sale, transfer or other disposition is made pursuant to an effective
registration statement under the Act or is exempt from such registration
requirements, and if requested, we will at our expense provide an opinion of
counsel satisfactory to the addressees of this certificate that such sale,
transfer or other disposition may be made pursuant to an exemption from the
Act, (2) the purchaser or transferee of such Note has executed and delivered to
you a certificate to substantially the same effect as this certificate if
required by the Indenture, and (3) the purchaser



 D-1-1
 






 



or transferee has otherwise complied with any
conditions for transfer set forth in the Indenture, (g) the purchaser is not,
and is not acquiring or holding a Class A-1A Note, Class A-1A VFN Note, Class
A-1B Note, Class A-2A Note, Class A-2B Note, Class B Note, Class C Note or
Class D Note, directly or indirectly on behalf of or with any assets of an “employee
benefit plan” as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
ERISA, a “plan” described in and subject to Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”) (collectively, a “Plan”) or other
plan or arrangement subject to any federal, state, local, non-U.S. or other law
substantively similar to the foregoing provisions of ERISA or the Code (“Similar
Law”); or its acquisition and holding of the Class A-1A Note, Class A-1B Note,
Class A-2A Note, Class A-2B Note, Class B Note, Class C Note or Class D Note
will not constitute or result in a non-exempt prohibited transaction for
purposes of Section 406 of ERISA or Section 4975 of the Code or a violation of
Similar Law, (h) the purchaser is not, and is not acquiring or holding a Class
E Note, directly or indirectly on behalf of or with any assets of, an employee
benefit plan as defined in Section 3(3) of ERISA that is subject to Title I of
ERISA or a “plan” described in and subject to Section 4975 of the Code, and if
it is Plan that is not subject to Title I of ERISA or Section 4975 of the Code,
its acquisition and holding of such Class E Note will not constitute or result
in a violation of Similar Law, (i) if the purchaser is acquiring a Class A-1A
VFN Note, the purchaser is a U.S. Person, as such term is defined in Section
7701(a)(30) of the Internal Revenue Code of 1986, as amended, and (j) if the
purchaser is acquiring a Class E Note, the purchaser also is acquiring Trust
Certificates such that the ratio and the Percentage Interest of the Trust
Certificates being acquired to all Trust Certificates and the ratio and the
Percentage Interest of the Class E Notes being acquired to all Class E Notes
are equal.


If the Purchaser is
acquiring a Class A-1A Note, a Class A-1B Note, a Class B Note, a Class C Note
or a Class D Note, the Purchaser is not a “10-percent shareholder” (as defined
in the Code) with respect to the sole owner of the Issuer or its affiliates,
and that it is not a bank or a controlled foreign corporation for U.S. federal
income tax purposes, and will furnish the Issuer with either (a) a duly
completed copy of United States Internal Revenue Service Form W-9, or (b) a
duly completed copy of United States Internal Revenue Service Forms W-8BEN,
W-8ECI or W-8IMY, with all appropriate attachments, as applicable.


If the Purchaser
is acquiring a Class E Note for purposes of clauses (a)—(d) below:


(a)           the Purchaser either:


(1)           is not and will not become for U.S.
federal income tax purposes a partnership, subchapter S corporation, grantor
trust or other pass-through entity or


(2)           if it is or will become such an entity
for U.S. federal income tax purposes, then:


(A)          the
value of the Class E Notes proposed to be transferred to the Purchaser,
together with the value of the Class E Notes and Trust Certificates already
held by the Purchaser, will not constitute substantially all of the value of
the assets of the Purchaser; and



 D-1-2
 






 



(B)           the
Purchaser is not part of any arrangement the principal purpose of which is to
cause the Class E Notes and Trust Certificates to be treated as owned by 100
persons or less within the meaning of Treas. Reg. § 1.7704-1(h)(1)(ii);


(b)           The Purchaser is not acquiring and
will not sell, transfer, assign, participate, pledge or otherwise dispose of
any Class E Notes (or interest therein) or cause any Class E Notes (or interest
therein) to be marketed on or through an “established securities market” within
the meaning of Section 7704(b) of the Code, including, without limitation, an
interdealer quotation system that regularly disseminates firm buy or sell
quotations.


(c)           The Purchaser is (i) a citizen or
resident of the United States, (ii) a corporation or partnership organized in
or under the laws of the United States or any state (or the District of
Columbia), (iii) an estate the income of which is subject to United States
federal income tax, regardless of source or (iv) a trust if a court within the
United States is able to exercise primary supervision over the administration
of such trust or one or more persons described in this paragraph have the
authority to control all substantial decisions of the trust (each of the
foregoing being a “U.S. Person”).


(d)           The Purchaser understands and agrees
not to transfer its interest in any Class E Note in an amount less than the
minimum denomination of such Note and the Purchaser shall not transfer less
than a 10% interest of the Class E Notes.


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name of
  Transferee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Responsible Officer

  



 



 D-1-3














 


EXHIBIT D–2


FORM OF RULE 144A
CERTIFICATION


Ares Capital
Corporation, 

as the Servicer

280 Park Avenue, 22nd Floor, Building East

New York, New York 10017

Attention:  Michael J. Arougheti


U.S. Bank National
Association, 

as the Trustee 

One Federal Street 

Boston, Massachusetts 02110 

Attention:  CDO Unit ARCC 2006-1


                  ,
20    


Re:          ARCC
Commercial Loan Trust 2006 Notes, Series 2006-1


Class A-1A, Class
A-1A VFN, Class A-1B, Class A-2A, Class A-2B, Class B, Class C, Class D and
Class E


Ladies and Gentlemen:


In connection with our acquisition any of the above
Notes we certify that (a) we understand that the Notes are not being registered
under the Securities Act of 1933, as amended (the “Act”), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we have
had the opportunity to ask questions of and receive answers from Originator,
the Servicer and the Issuer concerning the purchase of the Notes and all
matters relating thereto or any additional information deemed necessary to our
decision to purchase the Notes, (c) we have not, nor has anyone acting on our
behalf offered, transferred, pledged, sold or otherwise disposed of the Notes,
any interest in the Notes or any other similar security to, or solicited any
offer to buy or accept a transfer, pledge or other disposition of the Notes,
any interest in the Notes or any other similar security from, or otherwise
approached or negotiated with respect to the Notes, any interest in the Notes
or any other similar security with, any person in any manner, or made any
general solicitation by means of general advertising or in any other manner, or
taken any other action, that would constitute a distribution of the Notes under
the Act or that would render the disposition of the Notes a violation of
Section 5 of the Act or require registration pursuant thereto, nor will act,
nor has authorized or will authorize any person to act, in such manner with
respect to the Notes, (d) we are a “Qualified Institutional Buyer” as that term
is defined in Rule 144A under the Act and have completed the form of
certification to that effect attached hereto as Annex 1, (e) we are not, and
are not acquiring or holding a Class A-1A Note, Class A-1A VFN Note, Class A-1B
Note, Class A-2A Note, Class A-2B Note, Class B Note, Class C Note or (upon
transfer to a Person unaffiliated with Ares Capital Corporation) Class D Note,
directly or indirectly on behalf of or with any assets of an employee benefit
plan as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”), that is subject to Title I of



 D-2-1
 






 



ERISA a “plan” described in and subject to Section
4975 of the Internal Revenue Code of 1986, as amended (the “Code”)
(collectively, a “Plan”) or other plan or arrangement subject to any federal,
state, local, non-U.S. or other law substantively similar to the foregoing
provisions of ERISA or the Code (“Similar Law”); or its acquisition and holding
of the Class A-1A Note, Class A-1B Note, Class A-2A Note, Class A-2B Note,
Class B Note, Class C Note or (upon transfer to a Person unaffiliated with Ares
Capital Corporation) Class D Note will not constitute or result in a non-exempt
prohibited transaction under Title I of ERISA or Section 4975 of the Code or a
violation of Similar Law, (f) we are not, and are not acquiring or holding a
Class E Note, directly or indirectly on behalf of or with any assets of, an
employee benefit plan as defined in Section 3(3) of ERISA that is subject to
Title I of ERISA or a “plan” described in and subject to Section 4975 of the
Code, and if we are a plan that is not subject to Title I of ERISA or Section
4975 of the Code, our acquisition and holding of such Note will not constitute
or result in a violation of Similar Law, (g) if we are acquiring a Class A-1A
VFN Note or Class E Note, we are a U.S. Person, as such term is defined in
Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended, and (h)
if the purchaser is acquiring a Class E Note, we also are acquiring Trust
Certificates such that the ratio and the Percentage Interest of the Trust
Certificates being acquired to all Trust Certificates and the ratio and the
Percentage Interest of the Class E Notes being acquired to all Class E Notes
are equal.  We are aware that the sale to
us is being made in reliance on Rule 144A.


We are acquiring the Notes for our own account or for
resale pursuant to Rule 144A and further, understand that such Notes may be
resold, pledged or transferred only (i) to a person reasonably believed to be a
Qualified Institutional Buyer that purchases for its own account or for the
account of a Qualified Institutional Buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the Act.


If the Purchaser is acquiring (x) for purposes of
clauses (a) (d) below, a Class E Note or (y) for purposes of clause (c) below,
a Class A-1A VFN Note:


(e)           the Purchaser either:


(1)           is not and will not become for U.S.
federal income tax purposes a partnership, subchapter S corporation, grantor
trust or other pass-through entity or


(2)           if it is or will become such an
entity for U.S. federal income tax purposes, then:


(A)          none
of the direct or indirect beneficial owners of any interest in the Purchaser
have or ever will have more than 50% of the value of its interest in the
Purchaser attributable to the interest of the Purchaser in any Class E Notes or
other interest (direct or indirect) in the Issuer; and


(B)           it
is not and will not be a principal purpose of the arrangement involving the
investment of the Purchaser in any Class E Notes to permit any partnership to
satisfy the 100 partner limitation of Treas. Reg. § 1.7704-1(h)(1)(ii)



 D-2-2
 






 



necessary
for such partnership not to be classified as a publicly traded partnership
under the Code;


(f)            The Purchaser is not acquiring and
will not sell, transfer, assign, participate, pledge or otherwise dispose of
any Class E Notes (or interest therein) or cause any Class E Notes (or interest
therein) to be marketed on or through an “established securities market” within
the meaning of Section 7704(b) of the Code, including, without limitation, an
interdealer quotation system that regularly disseminates firm buy or sell
quotations.


(g)           The Purchaser is (i) a citizen or
resident of the United States, (ii) a corporation or partnership organized in
or under the laws of the United States or any state (or the District of
Columbia), (iii) an estate the income of which is subject to United States
federal income tax, regardless of source or (iv) a trust if a court within the
United States is able to exercise primary supervision over the administration
of such trust or one or more persons described in this paragraph have the
authority to control all substantial decisions of the trust (each of the
foregoing being a “U.S. Person”).


(h)           The Purchaser understands and agrees
not to transfer its interest in any Class E Note to any person that is not a
U.S. Person and also is a Qualified Institutional Buyer, and agrees not to
transfer an interest in an amount less than the minimum denomination of such
Note.


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name of
  Transferee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Responsible Officer

  



 



 D-2-3














 


ANNEX 1 TO EXHIBIT
D—2


[FORM OF
CERTIFICATION]


[Date]


Ares Capital Corporation, 

as the Servicer

280 Park Avenue, 22nd Floor, Building East 


New York, New York 10017 

Attention:  Michael J. Arougheti


U.S. Bank National Association, 

as the Trustee 

One Federal Street 

Boston, Massachusetts 02110 

Attention:  CDO Unit ARCC 2006-1




	
  Re:

  	
  ARCC Commercial Loan Trust 2006 Notes, Series 2006-1

  
	
   

  	
  Class A-1A, Class A-1A VFN, Class A-1B, Class A-2A,
  Class A-2B, Class B, Class C, Class D, and 

  Class E Notes

  






Ladies and Gentlemen:


In connection with our purchase of the Notes, the
undersigned certifies to each of the parties to whom this letter is addressed
that it is a Qualified Institutional Buyer (as defined in Rule 144A under the
Securities Act of 1933, as amended (the “Act”)) as follows:


1.                                       It
owns and/or invests on a discretionary basis eligible securities (excluding
affiliate’s securities, bank deposit notes and CD’s, loan participations,
repurchase agreements, securities owned but subject to a repurchase agreement
and currency, interest rate and commodity swaps), as described below:


Amount:  $                                 ;
and


2.                                       The
dollar amount set forth above is: 


a.                                       greater
than $100 million and the undersigned is one of the following entities: 


(1)              o     an insurance company as defined in Section
2(13) of the Act*; or


 


(2)              o     [an investment company registered under the
Investment Company Act of 1940 or any business development company as defined
in Section 2(a)(48) of the Investment Company Act of 1940 or as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940;] or


 






*                                           A
purchase by an insurance company for one or more of its separate accounts, as
defined by section 2(a)(37) of the Investment Company Act of 1940, which are
neither registered nor required to be registered thereunder, shall be deemed to
be a purchase for the account of such insurance company.



 D-2-4
 






 



 


(3)              o     a Small Business Investment Company
licensed by the U.S. Small Business Administration under Section 301(c) or (d)
of the Small Business Investment Act of 1958; or


(4)              o     a plan (i) established and maintained by a
state, its political subdivisions, or any agency or instrumentality of a state
or its political subdivisions, the laws of which permit the purchase of
securities of this type, for the benefit of its employees and (ii) the
governing investment guidelines of which permit the purchase of securities of
this type; or


(5)              o     a corporation (other than a U.S. bank,
savings and loan association or equivalent foreign institution), partnership,
Massachusetts or similar statutory or business trust, or an organization
described in Section 501(c)(3) of the Internal Revenue Code; or


(6)              o     a U.S. bank, savings and loan association
or equivalent foreign institution, which has an audited net worth of at least
$25 million as demonstrated in its latest annual financial statements as of a
date not more than 16 months preceding the date of sale in the case of a U.S.
institution or 18 months in the case of a foreign institution; or


(7)              o     an investment adviser registered under the
Investment Advisers Act; or


b.              o           greater than $25 million, and the
undersigned is a broker-dealer registered with the SEC; or


c.               o           [Reserved]


d.              o           less than $100 million, and the
undersigned is an investment company registered under the Investment Company
Act of 1940, which, together with one or more registered investment companies
having the same or an affiliated investment adviser, owns at least $100 million
of eligible securities;] or


e.               o           less than $100 million, and the
undersigned is an entity, all the equity owners of which are Qualified
Institutional Buyers.


The undersigned further
certifies that it is purchasing Notes for its own account or for the account of
others that independently qualify as “Qualified Institutional Buyers” as
defined in Rule 144A. It is aware that the sale of the Notes is being made in
reliance on its continued compliance with Rule 144A. It is aware that the
transferor may rely on the exemption from the provisions of Section 5 of the
Act provided by Rule 144A. The undersigned understands that the Notes may be
resold, pledged or transferred pursuant to Rule 144A only to a person
reasonably believed to be a Qualified Institutional Buyer that purchases for
its own account or for the account of a Qualified Institutional Buyer to whom
notice is given that the resale, pledge or transfer is being made in reliance
in Rule 144A.



 D-2-5
 






 



 


The undersigned agrees
that if at some time before the expiration of the holding period described in
Rule 144 it wishes to dispose of or exchange any of the Notes, it will not
transfer or exchange any of the Notes to a Qualified Institutional Buyer
without first obtaining a letter in the form hereof from the transferee and
delivering such certificate to the addressees hereof.


IN WITNESS WHEREOF, this
document has been executed by the undersigned who is duly authorized to do so
on behalf of the undersigned Qualified Institutional Buyer on the          
day of               ,
       .


	
   

  	
  Name of Institution

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  Name

  
	
   

  	
   

  
	
   

  	
  Title**

  



 



 D-2-6














 


 


EXHIBIT E


FORM OF TRANSFER
CERTIFICATE FOR RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL NOTE DURING
DISTRIBUTION COMPLIANCE PERIOD 

(Pursuant to Section 4.02(l)(i) of the Indenture)


U.S. Bank National Association, 

as the Trustee 

One Federal Street 

Boston, Massachusetts 02110 

Attention:  CDO Unit ARCC 2006-1


	
  Re:

  	
  ARCC Commercial Loan Trust 2006 Notes, Series 2006-1
  

  Class [A-1A], [A-2A], [A-2B], [B], [C], and [D]

  



Ladies and Gentlemen:


Reference is hereby made
to the Indenture, dated as of July 7, 2006 (as amended, modified, waived,
supplemented or restated from time to time, the “Agreement”), between
ARCC Commercial Loan Trust 2006, as the issuer (together with its successors
and assigns in such capacity, the “Issuer”), and U.S. Bank National
Association, as the Trustee (together with its successors and assigns in such
capacity, the “Trustee”). Capitalized terms used but not defined herein
shall have the meanings given to them in the Agreement.


This letter relates to US
$[       ] aggregate current principal
amount of Class    Notes (the “Notes”) which are held in the
form of the Rule 144A Global Note (CUSIP No.          )
with DTC in the name of [insert name of transferor] (the “Transferor”). The
Transferor has requested a transfer of such beneficial interest in the Notes
for an interest in the Regulation S Global Note (CUSIP No.           )
to be held with [Euroclear] [Clearstream] (Common Code No.            )
through DTC.


In connection with such
request and in respect of such Notes, the Transferor does hereby certify that
such transfer has been effected in accordance with the transfer restrictions
set forth in the Agreement and pursuant to and in accordance with Regulation S
under the Securities Act of 1933, as amended (the “Securities Act”), and
accordingly the Transferor does hereby certify that:


(1)                                  the
offer of the Notes was not made to a person in the United States,


(2)                                  [at
the time the buy order was originated, the transferee was outside the United
States or the Transferor and any person acting on its behalf reasonably
believed that the transferee was outside the United States] [the transaction
was executed in, on or through the facilities of a designated offshore
securities market and neither the Transferor nor any person acting on its
behalf knows that the transaction was pre-arranged with a buyer in the United
States],


(3)                                  the
transferee is not a U.S. Person within the meaning of Rule 902(o) of Regulation
S nor a Person acting for the account or benefit of a U.S. Person,



 E-1
 






 



 


(4)                                  no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S, as applicable,


(5)                                  the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act, and


(6)                                  upon
completion of the transaction, the beneficial interest being transferred as
described above will be held with DTC through [Euroclear] [Clearstream].


This certificate and the statements contained herein
are made for your benefit and the benefit of the Trustee, the Issuer and the
Initial Purchaser of the offering of the Notes.


	
   

  	
  [Insert Name of Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated:

  
					



 



 E-2














 


 


EXHIBIT
F


FORM OF TRANSFER
CERTIFICATE FOR RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL NOTE AFTER
DISTRIBUTION COMPLIANCE PERIOD

(Pursuant to Section 4.02(l)(ii) of the Indenture)


U.S. Bank National Association, 

as the Trustee 

One Federal Street 

Boston, Massachusetts 02110 

Attention:  CDO Unit ARCC 2006-1


	
  Re:

  	
  ARCC Commercial Loan Trust 2006 Notes, Series 2006-1
  

  Class [A-1A], [A-2A], [A-2B], [B], [C], and [D]

  



Ladies and Gentlemen:


Reference is hereby made to the Indenture, dated as of
July 7, 2006 (as amended, modified, waived, supplemented or restated from time
to time, the “Agreement”), between ARCC Commercial Loan Trust 2006, as
the issuer (together with its successors and assigns in such capacity, the “Issuer”),
and U.S. Bank National Association, as the Trustee (the “Trustee”). Capitalized
terms used but not defined herein shall have the meanings given to them in the
Agreement.


This letter relates to US $[        ]
aggregate current principal amount of Class    Notes (the “Notes”)
which are held in the form of the Rule 144A Global Note (CUSIP No.         )
with DTC in the name of [insert name of transferor] (the “Transferor”). The
Transferor has requested a transfer of such beneficial interest in the Notes
for an interest in the Regulation S Global Note (Common Code No.      ).


In connection with such request, and in respect of
such Notes, the Transferor does hereby certify that such transfer has been
effected in accordance with the transfer restrictions set forth in the Agreement
and, (i) with respect to transfers made in reliance on Regulation S under the
Securities Act of 1933, as amended (the “Securities Act”), the Transferor does
hereby certify that:


(1)                                  the
offer of the Notes was not made to a person in the United States;


(2)                                  [at
the time the buy order was originated, the transferee was outside the United
States or the Transferor and any person acting on its behalf reasonably
believed that the transferee was outside the United States] [the transaction
was executed in, on or through the facilities of a designated offshore
securities market and neither the Transferor nor any person acting on its
behalf knows that the transaction was pre-arranged with a buyer in the United
States];


(3)                                  no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and



 F-1
 






 



 


(4)                                  the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act,


or (ii) with respect to transfers made in reliance on
Rule 144 under the Securities Act, the Transferor does hereby certify that the
Notes that are being transferred are not “restricted securities” as defined in
Rule 144 under the Securities Act.


This certificate and the statements contained herein
are made for your benefit and the benefit of the Trustee, the Issuer and the
Placement Agent of the offering of the Notes.


	
  

  	
  [Insert Name of Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated:

  
					



 



 F-2














 


 


EXHIBIT
G


FORM OF TRANSFER
CERTIFICATE REGULATION S GLOBAL NOTE TO RULE 144A GLOBAL NOTE DURING
DISTRIBUTION COMPLIANCE PERIOD

(Pursuant to Section 4.02(l)(iii)(3)(i) of the Indenture)


U.S. Bank National Association, 

as the Trustee 

One Federal Street Boston, 

Massachusetts 02110 

Attention:  CDO Unit ARCC 2006-1


	
  Re:

  	
  ARCC Commercial Loan Trust 2006 Notes, Series 2006-1
  

  Class [A-1A], [A-2A], [A-2B], [B], [C], and [D]

  



Ladies and Gentlemen:


Reference is hereby made to the Indenture, dated as of
July 7, 2006 (as amended, modified, waived, supplemented or restated from time
to time, the “Agreement”), between ARCC Commercial Loan Trust 2006, as
the issuer (together with its successors and assigns in such capacity, the “Issuer”),
and U.S. Bank National Association, as the Trustee (together with its
successors and assigns in such capacity, the “Trustee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Agreement.


This letter relates to US $[        ]
aggregate current principal amount of Class    Notes (the “Notes”)
which are held in the form of the Regulation S Global Note (CUSIP No.        )
with [Euroclear] [Clearstream] (Common Code No.          )
through DTC in the name of [insert name of transferor] (the “Transferor”).
The Transferor has requested a transfer of such beneficial interest in the
Notes for an interest in the Regulation 144A Global Note (CUSIP No.            ).


In connection with such request, and in respect of
such Notes, the Transferor does hereby certify that such Notes are being
transferred in accordance with (i) the transfer restrictions set forth in the
Agreement and (ii) Rule 144A under the Securities Act to a transferee that the
Transferor reasonably believes is purchasing the Notes for its own account with
respect to which the transferee exercises sole investment discretion and the
transferee and any such account is a “Qualified Institutional Buyer” within the
meaning of Rule 144A, in each case in a transaction meeting the requirements of
Rule 144A and in accordance with any applicable securities laws of any state of
the United States or any jurisdiction.



 G-1
 






 



 


This certificate and the
statements contained herein are made for your benefit and the benefit of the
Trustee, the Issuer and the Initial Purchaser of the offering of the Notes.


	
  

  	
  [Insert Name of Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated:

  
					



 



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EXHIBIT
H


FORM OF TRANSFER
CERTIFICATE FOR REGULATION S

GLOBAL NOTE DURING DISTRIBUTION COMPLIANCE PERIOD

(Pursuant to Section 4.02(l)(iv)(3) of the Indenture)


U.S. Bank National Association, 

as the Trustee 

One Federal Street 

Boston, Massachusetts 02110 

Attention:  CDO Unit ARCC 2006-1


	
  Re:

  	
  ARCC Commercial Loan Trust 2006 Notes, Series 2006-1
  

  Class [A-1A], [A-2A], [A-2B], [B], [C], and [D]

  



Ladies and Gentlemen:


This certificate is delivered pursuant to Section 4.02
of the Indenture, dated as of July 7, 2006 (as amended, modified, waived,
supplemented or restated from time to time, the “Agreement”), between
ARCC Commercial Loan Trust 2006, as the issuer (together with its successors
and assigns in such capacity, the “Issuer”), and U.S. Bank National
Association, as the Trustee (together with its successors and assigns in such
capacity, the “Trustee”), in connection with the transfer by the
undersigned (the “Transferor”) to                  
(the “Transferee”) of $                  
current principal amount of Class        Notes,
in fully registered form (each, an “Definitive Note”), or a beneficial
interest of such aggregate current principal amount in the Regulation S Global
Note (the “Global Note”) maintained by The Depository Trust Company or
its successor as depository under the Agreement (such transferred interest, in
either form, being the “Transferred Interest”).


In connection with such
transfer, the Transferor does hereby certify that such transfer has been
effected in accordance with the transfer restrictions set forth in the
Agreement and the Notes and (i) with respect to transfers made in accordance
with Regulation S (“Regulation S”) promulgated under the Securities Act
of 1933, as amended (the “Securities Act”), the Transferor does hereby
certify that:


(1)                                  the
offer of the Transferred Interest was not made to a person in the United
States;


(2)                                  [at
the time the buy order was originated, the Transferee was outside the United
States or the Transferor and any person acting on its behalf reasonably
believed that the Transferee was outside the United States] [the transaction
was executed in, on or through the facilities of a designated offshore
securities market and neither the undersigned nor any person acting on its
behalf knows that the transaction was pre-arranged with a buyer in the United
States];


(3)                                  the
transferee is not a U.S. Person within the meaning of Rule 902(o) of Regulation
S nor a person acting for the account or benefit of a U.S. Person, and upon
completion of the transaction, the Transferred Interest will be held with DTC
through [Euroclear] [Clearstream];



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(4)                                  no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and


(5)                                  the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act.


or (ii) with respect to transfers made in reliance on
Rule 144 under the Securities Act, the Transferor does hereby certify that such
Notes that are being transferred are not “restricted securities” as defined in
Rule 144 under the Securities Act.


This certificate and the statements contained herein
are made for your benefit and the benefit of the Trustee, the Issuer and the
Initial Purchaser of the offering of the Notes.


	
  

  	
  [Insert Name of Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated:

  
					



 



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