Exhibit
10.8


ARCC
COMMERCIAL LOAN TRUST 2006,

as the Issuer,


U.S. BANK
NATIONAL ASSOCIATION,

as the Class A-1A VFN Agent and as the Trustee


and


THE OTHER CLASS A-1A VFN
NOTEHOLDERS PARTY HERETO






 


CLASS
A-1A VFN PURCHASE AGREEMENT


Dated as of July
7, 2006













 



 


TABLE OF
CONTENTS


 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE I - 

  	
  DEFINITIONS

  	
   

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 1.01.

  	
  Defined Terms

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 1.02.

  	
  Terms Generally

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II - 

  	
  THE COMMITMENTS

  	
   

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.01.

  	
  Commitments

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.02.

  	
  Advances and Draws

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.03.

  	
  Requests for Draws

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.04.

  	
  Funding of Draws

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.05.

  	
  Termination and Reduction of Class A-1A VFN
  Commitments

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.06.

  	
  Advances; Prepayments

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.07.

  	
  [Reserved]

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.08.

  	
  Class A-1A VFN Commitment Fee; Class A-1A VFN

  	
   

  	
   

  
	
   

  	
   

  	
  Increased Costs

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.09.

  	
  Class A-1A VFN Breakage Costs

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III - 

  	
  REPRESENTATIONS AND WARRANTIES; COLLATERAL

  	
   

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.01.

  	
  Representations and Warranties

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.02.

  	
  Several Representations and Covenants of Each Holder

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV - 

  	
  CONDITIONS

  	
   

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.01.

  	
  Closing Date Conditions

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.02.

  	
  Conditions to Advances

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.03.

  	
  Obligations Unconditional

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.04.

  	
  Draws Upon Termination of the Replenishment Period

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V - 

  	
  THE CLASS A-1A VFN AGENT

  	
   

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.01.

  	
  Appointment

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.02.

  	
  Certain Duties and Responsibilities

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.03.

  	
  Compensation

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.04.

  	
  Resignation and Removal; Appointment of a Successor

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.05.

  	
  Acceptance of Appointment by Successor

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI - 

  	
  MISCELLANEOUS

  	
   

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.01.

  	
  Notices

  	
   

  	
  18

  
							



 









 



 


TABLE OF
CONTENTS


(continued)


 


	
  

  	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
  Section 6.02.

  	
  Waivers; Amendments

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.03.

  	
  Successors and Assigns

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.04.

  	
  Survival

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.05.

  	
  Counterparts; Integration; Effectiveness

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.06.

  	
  Severability

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.07.

  	
  Governing Law; Jurisdiction; Consent to Service of
  Process;

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Waiver of Jury Trial Right

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.08.

  	
  Benefits of Indenture and this Agreement

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.09.

  	
  Headings

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.10.

  	
  No Proceedings

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.11.

  	
  Recourse Against Certain Parties

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.12.

  	
  Non-Petition; Non-Recourse Obligations

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.13.

  	
  [Reserved]

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.14.

  	
  Disclosure

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 2.01

  	
  Initial Holders

  	
   

  	
   

  
	
  SCHEDULE 3.02

  	
  Holder Representations

  	
   

  	
   

  
	
  EXHIBIT A 

  	
  Form of Assignment and Acceptance

  	
   

  	
   

  
	
  EXHIBIT B 

  	
  Form of Draw Request

  	
   

  	
   

  
								



 















 


 


CLASS A-1A VFN PURCHASE AGREEMENT
(as amended, restated, supplemented or modified from time to time, this “Agreement”)
dated as of July 7, 2006 among:


ARCC COMMERCIAL LOAN TRUST 2006,
a statutory trust created and existing under the laws of the State of Delaware (together with its successors and assigns,
the “Issuer”);


The HOLDERS (as such term is defined below)
party hereto; and


U.S. BANK NATIONAL ASSOCIATION, as
agent for the Holders from time to time of the Class A-1A VFN Notes (together
with its successors in such capacity, the “Class A-1A VFN Agent”), and
as the Trustee (together with its successors in such capacity, the “Trustee”).


WHEREAS, the Issuer
and the Trustee are party to an Indenture dated as of July 7, 2006 (as modified
and supplemented and in effect from time to time, the “Indenture”)
pursuant to which the Issuer has authorized and issued U.S.$202,000,000 Class
A-1 Floating Rate Notes due 2019, U.S.$50,000,000 Class A-1A VFN Revolving
Floating Rate `Notes due 2019, U.S.$18,000,000 Class B Floating Rate Deferrable
Interest Notes due 2019, U.S.$44,000,000 Class C Floating Rate Deferrable
Interest Notes due 2019, the U.S.$32,000,000 Class D Floating Rate Deferable
Interest Notes due 2019 and U.S.$54,000,000 Class E Principal Only Notes;


WHEREAS, the
Issuer, the Class A-1A VFN Agent and the Holders from time to time of the Class
A-1A VFN Notes issued under the Indenture wish to evidence certain agreements
relating to, among other things, the right of the Issuer (at the direction of
the Servicer) to borrow, repay and re-borrow amounts under the Class A-1A VFN
Notes during the Replenishment Period, and the appointment of the Class A-1A
VFN Agent as agent for the Holders, all as provided in this Agreement and in
the Indenture; and


WHEREAS, the Issuer
has, under and in accordance with the terms of the Indenture, Granted to the
Trustee, for the benefit and security of the Secured Parties, all of the Issuer’s
right, title and interest in, to and under this Agreement.


NOW THEREFORE, in
consideration of the foregoing premises and the mutual agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:


ARTICLE
I - DEFINITIONS


Section 1.01.                Defined
Terms


Terms used but not defined herein have the respective
meanings given to such terms in (or incorporated by reference in) the Indenture
and the Sale and Servicing Agreement. In addition, as used in this Agreement,
the following terms have the meanings specified below:


“Advances” means the advances made to the
Issuer by the Holders or by one or more Liquidity Providers pursuant to Section
2.01 or Section 6.03(e), as the case may be, in respect of the Class
A-1A VFN Notes.



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“Assignment and Acceptance” means an assignment
and acceptance entered into by a Holder and an assignee of such Holder
substantially in the form of Exhibit A or any other form reasonably
approved by the Servicer and the Class A-1A VFN Agent.


“Break Funding
Event” has the meaning specified in Section 2.09.


“Change in Law”
means with respect to any Person:


(a)           any change after the date of this
Agreement in (or the adoption or commencement of effectiveness of) any:


(i)            United
States federal or state law or foreign law applicable to such Person;


(ii)           regulation,
interpretation, directive, requirement or request (whether or not having the
force of law) applicable to such person made by (A) any court or government
authority charged with the interpretations or administration of any law
referred to in clause (a)(i) or (B) any fiscal, monetary or other
authority having jurisdiction over such Person; or


(iii)          the issuance of any change in
accounting standards or the issuance of any other pronouncement, release or
interpretation of such accounting standards after the date hereof, whether or
not having the force of law (it being understood that the issuance of
Interpretation No. 46 by the Financial Accounting Standards Board is excluded
from such term); or


(b)           any change after the date of this
Agreement in the application to such Person of any existing law, regulation,
interpretation, directive, requirement, request or accounting principles
referred to in clauses (a)(1), (a)(ii) or (a)(iii) above, which change has been
instigated or communicated by the court, governmental authority or other Person
charged with the interpretation and/application of such existing law,
regulation, interpretation, directive, requirement, request or accounting
principles.


“Class A-1A VFN Agent Fee” shall have the
meaning provided for in the fee letter, dated as of the date hereof, between
the Issuer and U.S. Bank National Association.


“Class A-1A VFN
Breakage Costs” has the meaning set forth in Section 2.09.


“Class A-1A VFN Commitment” means, in the case
of any Holder, the obligation of such Holder at any time during the Revolving
Period to make Advances in an aggregate principal amount not to exceed the
initial Class A-1A VFN Commitment of each Holder as set forth on Schedule
2.01 (in the case of an Initial Holder) or in the Assignment and Acceptance
pursuant to which such Holder shall have assumed its Class A-1A VFN Commitment,
as applicable, as such obligation may be reduced from time to time pursuant to Section
2.05 or pursuant to assignments by or to such Holder pursuant to Section
6.03.


“Class A-1A VFN
Increased Costs” has the meaning set forth in Section 2.08(b).



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“Class A-1A VFN
Note Register” has the meaning specified in Section 2.06.


“Class A-1A VFN
Permitted Investments” has the meaning set forth in Section 3.02(e).


“Collateral Account Termination Date” means,
with respect to any Holder that has had payments deposited into the Class A-1A
VFN Holder Collateral Account pursuant to Section 3.02(d), the earliest
to occur of (a) the assignment by such Holder of all of its rights and
obligations under its Class A-1A VFN Notes and this Agreement, (b) the Stated
Maturity Date of the Class A-1A VFN Notes and (c) the end of the Revolving
Period.


“Committed
Liquidity Provider” has the meaning specified in Section 6.03(f).


“CP Conduit” means a limited-purpose entity
established to issue commercial paper notes, and any Holder which is a CP
Conduit shall be identified as such in this Agreement.


“Defaulting
Holder” has the meaning specified in Section 3.02(d). 


“Draw” has
the meaning specified in Section 2.01.


“Draw Request”
has the meaning specified in Section 2.03.


“Funding Entity”
means has the meaning set forth in Section 2.08(b).


“Indemnified
Person” has the meaning specified in Section 5.03(a)(iii).


“Initial Holder” means an initial Holder of
Class A-1A VFN Notes listed on Schedule 2.01 under the caption “INITIAL
HOLDERS”.


“Losses”
has the meaning specified in Section 5.03(a)(iii).


“Maximum Class
A-1A VFN Commitment” means $50,000,000.


“Qualified Securitization Pledge” means, with
respect to any Holder of a Class A-1A VFN Note that is a CP Conduit and
indicates that it will make a Qualified Securitization Pledge on Schedule
2.01 (in the case of any Initial Holder) or in the Assignment and Acceptance
delivered by it with respect to the interests of a Holder of a Class A-1A VFN
Note, a bona fide pledge by such Holder of its right, title and interest in and
to any Class A-1A VFN Note pursuant to its program collateral or security
agreement with a collateral agent to secure obligations owing by such Holder to
such Holder’s Liquidity Providers, debt holders or other creditors, but only:


(c)           if
such pledge would not (in the reasonable judgment of the Holder (to which the
Issuer does not reasonably object)) (A) have the effect of requiring the Issuer
or the pool of Loan Assets to register as an investment company under the 1940
Act, (B) subject the Issuer or the Notes to the registration requirements of
the Securities Act, (C) result in a nonexempt prohibited transaction under
ERISA or the Code, or a violation of provisions of federal, state, local,
non-U.S. or other laws or regulations that are substantively similar thereto,
or (D) cause the Issuer to be a publicly traded partnership or otherwise be taxable
as a corporation for U.S. Federal income tax purposes; and



 3
 






 



 


(d)           if such Holder from time to time
delivers to the Issuer, the Servicer and the Trustee such information
concerning such Holder, such collateral agent and such Liquidity Providers,
debt holders or other creditors as the Issuer or the Servicer may reasonably
request in order for the Issuer to determine whether it objects to the Holder’s
conclusion referred to in clause (a) above;


provided that,
upon any foreclosure action in respect of any such pledge and any related
purported transfer of legal or beneficial ownership of such Class A-1A VFN Note
or any right, title or interest therein, any such purported transfer will be
considered to be a “transfer” of such Class A-1A VFN Note (or such right, title
or interest) for all purposes of the Indenture (including for purposes of
Section 4.02 of the Indenture).


“Revolving Period” means the period from and
including the Closing Date to but excluding the Commitment Termination Date.


Section 1.02.                Terms
Generally


The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words “include”, “includes” and “including” shall be deemed
to be followed by the phrase “without limitation”. The word “will” shall be
construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person’s successors and
assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar
import, shall be construed to refer to this Agreement in its entirety and not
to any particular provision hereof and (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement.


ARTICLE
II - THE COMMITMENTS


Section 2.01.                Commitments


(a)           Subject to the terms and conditions
set forth herein, each Holder agrees to make Advances (the aggregate of all
contemporaneous Advances by the Holders, a “Draw”) to the Issuer from
time to time during the Revolving Period in an aggregate principal amount at
any one time outstanding up to but not exceeding the amount of such Holder’s
Class A-1A VFN Commitment; provided that (i) the aggregate principal amount of
Advances of the Holders hereunder at any one time outstanding shall in no event
exceed the Maximum Class A-1A VFN Commitment, as such amount may be reduced
from time to time pursuant to Section 2.05, and (ii) the aggregate
principal amount of Advances of any one Holder hereunder at any one time
outstanding shall in no event exceed such Holder’s Class A-1A VFN Commitment.


(b)           Notwithstanding the foregoing but
subject to the foregoing provisos and Section 6.03(f):



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(i)            no
Holder that enters into a Liquidity Facility that is subject to Section 6.03(f)
(other than a Holder that is maintaining a Holder Subaccount as provided in Section
3.02(e), who shall be so obligated to the extent of funds then on deposit
therein) shall be obligated to make any Advance to the Issuer with respect to
any Class A-1A VFN Note, except to the extent that such Holder has received
funds from its financing arrangements in place with respect to the Class A-1A
VFN Notes (including such Liquidity Facility) which may (consistent with such
financing arrangements) be used to make such Advance;


(ii)           any
such Holder referred to in clause (i) above, subject to the terms and
conditions set forth herein, may, in its sole discretion make Advances to the
Issuer from time to time during the Revolving Period in an aggregate principal
amount at any time outstanding up to but not exceeding the amount of such
Holder’s Class A-1A VFN Commitment (as provided in the definition of such
term); and


(iii)          any such Holder referred to in clause
(i) above shall enforce all of its material rights under such Liquidity
Facility from time to time to assure that, to the fullest extent possible
consistent with such Liquidity Facility, such Holder shall have funds available
to make Advances hereunder in a timely manner.


Within the foregoing limits and subject to the terms
and conditions set forth herein and in the Indenture, the Issuer (at the
direction of the Servicer) may borrow, repay and re-borrow Advances.


Section 2.02.                Advances
and Draws


(a)           Each Advance shall be made as part of
a Draw consisting of Advances made by the Holders ratably in accordance with
the unfunded amounts of their respective Class A-1A VFN Commitments. The
failure of any Holder to make any Advance required to be made by it shall not
relieve any other Holder of its obligations hereunder; provided that the Class A-1A VFN
Commitments are several and no Holder shall be responsible for any other Holder’s
failure to make Advances as so required. No Advance may be made if after giving
effect thereto and any other Draw Request given and pending, the aggregate
outstanding principal amount of all Advances, shall exceed the aggregate amount
of the Class A-1A VFN Commitments.


(b)           The aggregate principal amount of
Advances made in respect of any Draw shall be at least U.S.$250,000 (and
integral multiples of U.S.$50,000) or, if the aggregate undrawn amount is less
than such required threshold, such lesser amount, provided that if any amount is outstanding under a Class
A-1A VFN Note, such outstanding amount shall be at least U.S.$500,000.


Section 2.03.                Requests
for Draws


To request a Draw, the Issuer (or the Servicer on
behalf of the Issuer) shall notify the Class A-1A VFN Agent (with a copy to the
Trustee) (each such notice, a “Draw Request”) of such request by mail,
facsimile or hand delivery of a written Draw Request in the form of Exhibit
B hereto and signed by the Issuer (or the Servicer on behalf of the Issuer)
not later than 1:00 p.m. (New York time) on the date which is two Business Days
prior to the proposed Draw. Each such



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written Draw Request shall be irrevocable and receipt
of the Class A-1A VFN Agent shall be confirmed promptly by the Isssuer (or the
Servicer on behalf of the Issuer) by telephone. A Draw Request shall be deemed
to have been received by the Class A-1A VFN Agent at the time of a successful
telephone confirmation of such receipt by the Class A-1A VFN Agent. Each such
Draw Request shall specify the following information in compliance with Section
2.02 of this Agreement and Section 10.06 of the Indenture:


(a)           the aggregate amount of the requested
Draw; and


(b)           the date of such Draw, which shall be
a Business Day.


Promptly following receipt of a Draw Request, on the
date of receipt of a Draw Request for a Draw, the Class A-1A VFN Agent shall
forward (by fax or electronic messaging system) to each Holder (with a copy to
the Trustee and, upon request, each Noteholder) a copy of such Draw Request and
of the amount of such Holder’s Advance to be made as part of the requested
Draw. A Draw Request shall be deemed to have been received by a Holder at the
time of a successful telephone confirmation by the Class A-1A VFN Agent of such
receipt by such Holder. Any Draw Request received by the Class A-1A VFN
Noteholders after 1:00 p.m. (New York time) on any day (whether or not a
Business Day) shall be deemed to be a Draw Request received at 9:00 a.m. on the
next Business Day and to be funded by the Holders of Class A-1A VFN Notes on
the third Business Day following the receipt of such Draw Request.


Section 2.04.                Funding
of Draws


Subject to Sections 2.01, 3.02(d), 4.02
and 4.03, each Holder shall make each Advance to be made by it hereunder
by wire transfer in immediately available funds by 1:00 p.m. (New York time) on
the Business Day specified in the Draw Request to the account designated by Servicer
for such purpose by notice to the Holders, which shall initially be the Class
A-1A VFN Funding Account.


Section 2.05.                Termination
and Reduction of Class A-1A VFN Commitments


(a)           The Class A-1A VFN Commitments shall
terminate at the close of business (New York time) on the last day of the
Revolving Period.


(b)           The aggregate amount of the Class
A-1A VFN Commitments shall be subject to reduction from time to time as
provided in Section 5.02 and Section 10.01 of the Indenture.


(c)           Each
reduction of the Class A-1A VFN Commitments shall be made ratably among the
Holders in accordance with the amounts of their respective Class A-1A VFN
Commitments. No termination or reduction of the Class A-1A VFN Commitments
shall be effected except as provided in this Section 2.05 and Section
5.02 and Section 10.01of the Indenture.



 6
 






 



 


Section 2.06.                Advances;
Prepayments


(a)           All Advances made by a Holder shall
be evidenced by the Class A-1A VFN Note of such Holder and shall be governed by
and subject to this Agreement and the Indenture. Advances may be prepaid from
time to time to the extent payments are either required or permitted to be made
under the Indenture; provided
that any Class A-1A VFN Prepayment under Section 10.06(b) of the Indenture
shall be made upon not less than two Business Days’ notice to the Class A-1A
VFN Agent (with a copy to the Trustee) by Issuer Order (or by the Servicer on
behalf of the Issuer) specifying the amount and date of such Class A-1A VFN
Prepayment, and the Class A-1A VFN Agent shall promptly notify each Holder of
the contents of such notice from the Issuer (or from the Servicer, as the case
may be); provided further that,
with respect to any Class A-1A VFN Prepayment made during any Interest Period
in which one or more Draws on the Class A-1A VFN Notes were made, the Class
A-1A VFN Prepayment shall be made among the Draws on such Class A-1A VFN Notes
in the priority directed by the Servicer. Each such notice of a Class A-1A VFN
Prepayment shall be irrevocable.


(b)           The Class A-1A VFN Agent hereby
agrees that it shall keep a register (the “Class A-1A VFN Note Register”)
at the office of the Class A-1A VFN Agent and in which the Issuer shall provide
for the registration of the Class A-1A VFN Notes and the registration of
transfers and exchanges of Class A-1A VFN Notes, subject to the terms of the
Indenture, and in which the Class A-1A VFN Agent shall maintain records of the
Class A-1A VFN Commitment of each Holder, the aggregate principal amount of
Advances from time to time outstanding in respect of each Class A-1A VFN Note
and a copy of each Assignment and Acceptance delivered to the Class A-1A VFN
Agent pursuant to Section 6.03(b). On each Determination Date and at any
time promptly following a request therefor by the Servicer or the Trustee, the
Class A-1A VFN Agent shall provide the Servicer and the Trustee with a report
specifying the aggregate principal amount of Advances outstanding in respect of
each Class A-1A VFN Note and the Class A-1A VFN Commitment of the related
Holder (as of such Determination Date).


Section 2.07.                [Reserved]


Section
2.08.                Class A-1A VFN
Commitment Fee; Class A-1A VFN Increased Costs


(a)           Class A-1A VFN Commitment Fee shall
accrue and be payable by the Issuer as provided in the Indenture and the Sale
and Servicing Agreement.


(b)           Class
A-1A VFN Increased Costs shall be payable by the Issuer from time to time as
provided in the Indenture. No Class A-1A VFN Increased Cost shall be payable to
any Holder or Liquidity Provider (each, a “Funding Entity”) on any
Distribution Date unless such Funding Entity has delivered to the Class A-1A
VFN Agent, the Issuer and the Trustee prior to the related Determination Date a
certificate setting forth the amount necessary to compensate such Funding
Entity, for (i) any increase in the cost to such Funding Entity of making or
maintaining any loan or asset purchase under this Agreement or the related
Liquidity Facility (or of maintaining its obligation to make any such loan or
asset purchase) resulting from a Change in Law applicable to such Funding
Entity, (ii) any reduction in any amount received or



 7
 






 



 


receivable by a Funding Entity under this Agreement or
the related Liquidity Facility resulting from a Change in Law applicable to
such Funding Entity or (iii) any reduction in the rate of return on the capital
of a Funding Entity or its parent/holding company resulting from a Change in
Law applicable to such Funding Entity or parent/holding company to a level
below that which such Funding Entity or parent/holding company could have
achieved but for such Change in Law (such amount, “Class A-1A VFN Increased
Costs”). Failure or delay on the part of any Funding Entity to demand
compensation pursuant to this Section shall not constitute a waiver of such
person’s right to demand such compensation; provided
that the Issuer shall not be required to compensate a Funding Entity pursuant
to this Section 2.08 for any Class A-1A VFN Increased Costs incurred
more than six months prior to the earlier of (x) the date on which the
applicable Funding Entity has actual knowledge of the Change in Law giving rise
to such Class A-1A VFN Increased Costs and (y) the date on which the applicable
Funding Entity should, in the exercise of reasonable care, have knowledge of
the Change in Law giving rise to such Class A-1A VFN Increased Costs; provided  further
that, if the Change in Law giving rise to such Class A-1A VFN Increased Costs
is retroactive, then the six month period referred to above shall be extended
to include the period of retroactive effect thereof. Each Holder and Funding
Entity agree to use reasonable efforts (including, without limitation, a
reasonable effort to change its applicable funding office or to transfer its
affected interest to an Affiliate of such Funding Entity) to avoid, or minimize
the amount of, any demand for payment from the Issuer under this Section
2.08 unless such efforts would, in such Person’s judgment, be
disadvantageous to such Funding Entity (as reasonably determined by such
Funding Entity in good faith).


(c)           If the Issuer is required to pay
Class A-1A VFN Increased Costs to any Funding Entity under Section 2.08(b),
the Servicer on behalf of the Issuer, in the Servicer’s sole discretion, may
require such Funding Entity to transfer or assign, in whole or in part, at the
expense of the Funding Entity, without recourse (in accordance with Section
6.03), all or part of its interests, rights and obligations under such
Holder’s or Funding Entity’s Class A-1A VFN Notes to another Person (provided that the Issuer identifies a
Person that would otherwise be eligible under the terms of this Agreement to
purchase such Class A-1A VFN Notes and is ready, willing and able to be an
assignee with respect thereto) which shall assume such assigned obligations and
is reasonably satisfactory to the Class A-1A VFN Agent (which assignee may be
another Funding Entity, if such assignee accepts such assignment); provided that (i) the assignee has paid to
such Funding Entity in immediately available funds the principal of and
interest accrued and unpaid to the date of such payment on the Advances made by
it hereunder and all other amounts owed to it hereunder, including without
limitation any amounts that would be owing under Section 2.09 if such
Advances were prepaid on the date of such assignment and (ii) such assignment
does not conflict with any law, rule or regulation or order of any Governmental
Authority.


(d)           Each Funding Entity will be required
to represent and warrant to the Issuer that it is not subject to Class A-1A VFN
Increased Costs as of the date it becomes a Funding Entity.


Section 2.09.                Class
A-1A VFN Breakage Costs


If the Issuer (a) pays any principal of any Advance
other than on a Permitted Prepayment Date (whether in connection with a
permitted Class A-1A VFN Prepayment of Advances, due to



 8
 






 



 


acceleration or otherwise) or (b) fails to effect a
Draw on the scheduled date therefor after having submitted a Draw Request to
the Class A-1A VFN Agent in accordance with Section 2.03 and such
failure is not due to the failure of the Holder to fund such Advance (each such
prepayment or failed Draw, a “Break Funding Event”), then the Issuer
shall compensate each affected Holder for any loss (excluding loss of profits),
cost and expense incurred by such Holder as a result of such Break Funding
Event (such amounts, “Class A-1A VFN Breakage Costs”). The loss to any
Holder attributable to any such Break Funding Event shall be deemed to be an
amount determined by such Holder to be equal to the excess (if any) of (i) such
Holder’s cost of funding the principal amount of such prepayment or reduction
(or failed Draw), for the period from the date of such Break Funding Event to
but excluding the next Distribution Date over (ii) the amount of interest
obtainable by such Holder upon the redeployment of an amount of funds equal to
the amount of such prepayment or reduction (or failed Draw) for the period from
the date of such Break Funding Event to but excluding the next Distribution
Date. A certificate of any Holder setting forth any amount or amounts that such
Holder is entitled to receive pursuant to this Section 2.09, and the
calculation of such amount or amounts, shall be delivered to the Issuer, the
Servicer, the Trustee and the Class A-1A VFN Agent and shall be conclusive
absent manifest error. The Issuer shall pay such Holder the amount shown as due
on any such certificate on the Distribution Date following the Due Period in
which such certificate is received by the Servicer and Trustee.


ARTICLE
III - REPRESENTATIONS AND WARRANTIES; COLLATERAL


Section 3.01.                Representations
and Warranties


The Issuer represents and warrants to the Holders, the
Servicer, the Class A-1A VFN Agent and the Trustee that:


(a)           The Issuer is a statutory trust duly
organized and validly existing and in good standing under the laws of the State
of Delaware.


(b)           It has the power to execute and
deliver this Agreement and the Indenture and to perform its obligations under
this Agreement and the Indenture and has taken all necessary action to
authorize such execution, delivery and performance.


(c)           Such execution, delivery and
performance do not violate or conflict with any law applicable to it, any
provision of its constitutional documents, any order or judgment of any court
or other agency of government applicable to it or any of its assets or any contractual
restriction binding on or affecting it or any of its assets.


(d)           All governmental and other consents
that are required to have been obtained by it with respect to the execution,
delivery and performance of this Agreement and the Indenture have been obtained
and are in full force and effect and all conditions of any such consents have
been complied with.


(e)           Its
obligations under this Agreement and the Indenture constitute its legal, valid
and binding obligations, enforceable against it in accordance with their
respective terms (subject to applicable bankruptcy, reorganization, insolvency,
moratorium or similar laws affecting creditors’ rights generally and subject,
as to enforceability, to equitable principles of



 9
 






 



 


general application (regardless of whether enforcement
is sought in a proceeding in equity or at law)).


(f)            There is not pending or, to its
knowledge, threatened against it, or against any of its Affiliates, any action,
suit or proceeding at law or in equity or before any court, tribunal, government
body, agency or official or any arbitrator that is likely to affect the
legality, validity or enforceability against it of this Agreement or the
Indenture or its ability (as a matter of law) to perform its obligations under
this Agreement or the Indenture.


(g)           It is not registered or is not
required to register, as an investment company under the 1940 Act.


(h)           It has timely filed or caused to be
filed all tax returns and reports required to have been filed and has timely
paid or caused to be paid all taxes required to have been paid by it where the
failure to do so could reasonably be expected to result, singularly or in the
aggregate, in a Material Adverse Effect.


(i)            No Event of Default has occurred and
is continuing.


Section 3.02.                Several
Representations and Covenants of Each Holder


Each Holder severally represents and warrants as of
each date it shall acquire any interest in any Class A-1A VFN Note, or fund any
Advance (including the date that such Holder shall become a party hereto
pursuant to an Assignment and Acceptance) and covenants (as to itself only and
as to no other Holder) to the Issuer and the Class A-1A VFN Agent that:


(a)           it
is an entity duly organized and validly existing and (if applicable) in good
standing under the laws of the jurisdiction of its organization; it has the
organizational power to execute and deliver this Agreement and to perform its
obligations under this Agreement and has taken all necessary organizational
action to authorize such execution, delivery and performance; such execution,
delivery and performance do not violate or conflict with any law applicable to
it, any provision of its constitutional documents, any order or judgment of any
court or other agency of government applicable to it or any of its assets and do
not violate or conflict with in any material respect any material contractual
restriction binding on or affecting it or any of its assets; all governmental
and other consents that are required to have been obtained by it with respect
to the execution, delivery and performance of this Agreement have been obtained
and are in full force and effect and all conditions of any such consents have
been complied with; there is not pending or, to its knowledge, threatened
against it, or against any of its Affiliates, any action, suit or proceeding at
law or in equity or before any court, tribunal, government body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or the Indenture or its ability to
perform its obligations under this Agreement or the Indenture; it has duly
executed and delivered this Agreement and its obligations under this Agreement
constitute its legal, valid and binding obligations, enforceable against it in
accordance with their respective terms (subject to applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws affecting creditors’
rights generally and subject, as to enforceability, to equitable principles of
general application (regardless of whether enforcement is sought in a
proceeding in equity or at law));



 10
 






 



 


(b)           each of the representations and
warranties set forth on Schedule 3.02 is true, correct and complete;


(c)           it satisfies the Rating Criteria, and
acknowledges and agrees that, if it shall at any time fail to comply with the
Rating Criteria, it shall promptly (but in no event later than 5:00 p.m. on the
Business Day such Holder receives notice or otherwise becomes aware thereof,
or, if such notice is received or such Holder becomes aware thereof after 5:00
p.m. (New York time) on a Business Day or on any day which is not a Business
Day, 9:00 a.m. (New York time) on the Business Day following the date such
Holder receives notice or otherwise becomes aware thereof) notify the Issuer,
the Servicer, the Rating Agencies, the Class A-1A VFN Agent and the Trustee of
such failure. Each Holder agrees that if it fails at any time to comply with or
satisfy the Rating Criteria, such Holder shall use all reasonable efforts to
assign (at the cost of such Holder), within 30 days of such failure, all of its
rights and obligations in respect of its Class A-1A VFN Notes to another entity
in accordance with the provisions specified in Section 6.03 (unless such
Holder again satisfies the Rating Criteria within 30 days after such failure by
delivering to the Issuer, the Class A-1A VFN Note Agent, the Trustee and each
Rating Agency a certification in writing that such Holder satisfies the Rating
Criteria, such certification to include a letter from each Rating Agency
establishing such ratings upgrade or such other evidence as shall be reasonably
satisfactory to the Trustee and the Issuer); provided
that the transferee entity must satisfy, on the effective date of the proposed
replacement, the Rating Criteria. The replaced Holder agrees to cooperate with
all reasonable requests of the Issuer (or the Servicer on behalf of the Issuer)
for the purpose of effecting such transfer. If such Holder is unable to make
such transfer within 30 days after its failure to satisfy the Rating Criteria,
the Issuer will make a Draw in the amount of the entire undrawn portion of such
Holder’s Class A-1A VFN Commitment and will make a corresponding deposit of the
proceeds of such Draw into the Class A-1A VFN Funding Account. The amount of such
Draw shall not bear interest, but the Issuer shall pay the Class A-1A VFN
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.


(d)           it will fund Draws as required under
Article II and acknowledges and agrees that if at any time it fails to fund any
portion of a Draw (taking into account the terms of Section 6.03(f))
(any such Holder a “Defaulting Holder”), any payments of principal of or
interest on any outstanding Advance and any Class A-1A VFN Commitment Fee, that
would otherwise be payable to such Defaulting Holder under this Agreement and
the Indenture, shall be deposited into a Holder Subaccount with respect to such
Defaulting Holder until the Collateral Account Termination Date as provided in Section
3.02(e)(ii) and Section 10.08 of the Indenture and such Holder Subaccount
shall be governed by the terms of the Indenture;


(e)           funds
on deposit in a Holder Subaccount shall not constitute principal outstanding
under a Class A-1A VFN Note and each Defaulting Holder that has had payments
deposited into a Holder Subaccount pursuant to Section 3.02(d) agrees
that from and after the date of such deposit and until the related Collateral
Account Termination Date, (i) the obligation of such Defaulting Holder to make
any Advance shall be satisfied by the Servicer withdrawing funds (and the
Servicer will provide prior or contemporaneous notice of any such withdrawal to
the Class A-1A VFN Agent and the Defaulting Holder) from such Holder Subaccount
(provided that such Defaulting
Holder shall remain obligated in respect of such Advance to the extent the
amount thereof exceeds the amount on deposit in such Holder Subaccount), (ii)
all payments of



 11
 






 



 


principal and interest with respect to any Advances
and any Class A-1A VFN Commitment Fees otherwise payable to such Defaulting
Holder shall be made by depositing the related funds into such Holder
Subaccount and (iii) the Servicer shall have full authority to withdraw funds
(and the Servicer will provide prior notice of any such withdrawal to the Class
A-1A VFN Agent and the Defaulting Holder) from such Holder Subaccount at the
time of, and in connection with, the making of any Draw and to deposit funds
(with prior or contemporaneous notice of any such deposit to the Class A-1A VFN
Agent and the Holders) to such Holder Subaccount, all in accordance with the
terms of and for the purposes set forth in this Agreement and in the Indenture.
After the Collateral Account Termination Date for any Defaulting Holder with
respect thereto (subject to the terms of Section 10.08(d) of the Indenture),
all funds then held in the related Holder Subaccount shall be withdrawn from
such Holder Subaccount and remitted to such Defaulting Holder and thereafter
all payments of principal, interest and Class A-1A VFN Commitment Fee with
respect to the Class A-1A VFN Notes of such Defaulting Holder shall be paid
directly to such Defaulting Holder or assignee thereof, as applicable. The
Trustee shall promptly at the written direction of the related Defaulting
Holder (which may be in the form of standing instructions) invest any amounts
on deposit in any Holder Subaccount in Permitted Investments maturing on the
day following the date of acquisition thereof (collectively, the “Class A-1A
VFN Permitted Investments”). Investment earnings received during each Due
Period in respect of Class A-1A VFN Permitted Investments in a Holder
Subaccount shall be deposited into such Holder Subaccount within two Business
Days of receipt thereof. In the absence of such instructions, such funds will
remain uninvested; and


(f)            it agrees to treat the Issuer for
U.S. federal, state and local income tax purposes, (i) as an entity disregarded
from its single owner if the Issuer has a single owner and (ii) as a
partnership if the Issuer has more than one owner, to report all income (or
loss) in accordance with such treatment and not take any action inconsistent
with such treatment.


ARTICLE
IV - CONDITIONS


Section 4.01.                Closing
Date Conditions


The obligations of the Holders to make Advances shall
not become effective until the date on which the Indenture is executed and
delivered and the Notes are duly authorized, issued, authenticated and
delivered thereunder.


The purchase of the Class A-1A VFN Note on the Closing
Date, the obligation of each Holder to make an Advance on the occasion of the
initial Draw pursuant to Article II is subject to the satisfaction of
the following conditions (in addition to the conditions specified in Section
4.02):


(a)           All of the conditions precedent in
the Sale and Servicing Agreement and the Indenture shall have been satisfied or
waived in accordance with the terms thereof.


(b)           Each
of the statements referred to in Section 4.02(a), (b),  (d),
(e),  (f) and (g) hereof shall be true (as if a Draw shall
occur on the Closing Date), and the Class A-1A VFN Agent (with a copy to the
Holders) shall have received a certificate, dated the Closing Date, of a



 12
 






 



 


Responsible Officer of the Servicer in which such
officer shall (to the best of such officer’s knowledge) certify to such effect.


(c)           The Class A-1A VFN Notes shall have
been duly executed by the Issuer and delivered to the Class A-1A VFN Agent for
the benefit of the Initial Holders.


Section 4.02.                Conditions
to Advances


The obligation of each Holder to make an Advance on
the occasion of any Draw pursuant to Article II is subject to the
satisfaction of the following conditions:


(a)           Notwithstanding any provision to the
contrary in the Indenture, after the Effective Date at the time of and
immediately after giving effect to any Draw, each of the Portfolio Criteria
shall be satisfied.


(b)           Except as provided in Section 4.03,
at the time of and immediately after giving effect to such Draw, no Event of
Default or Servicer Default, or event the occurrence of which with notice or
the lapse of time or both would become an Event of Default or Servicer Default,
has occurred and is continuing or would result from such Draw; shall have
occurred and be continuing or would result from such Draw.


(c)           If, notwithstanding clause (b)
above, at the time of or immediately after giving effect to such Draw, an Event
of Default or Servicer Default, or event the occurrence of which with notice or
the lapse of time or both would become and Event of Default or Servicer
Default, has occurred and is continuing, after giving effect to such Draw and
any contemporaneous application of amounts standing to the credit of the Class
A-1A VFN Funding Account, no amounts shall be standing to the credit of the
Class A-1A VFN Funding Account.


(d)           After giving effect to any Draw, the
aggregate Outstanding Principal Balance of the Class A-1A VFN Notes will not
exceed the Maximum Class A-1A VFN Commitment.


(e)           In the case of any Draw, the Class
A-1A VFN Agent shall have received a Draw Request given in accordance with Section
2.03.


(f)            In the case of any Draw, the
proceeds of such Draw shall be used solely to (i) fund Exposure Amounts
relating to Revolving Loans and Delayed Draw Term Loans or (ii) acquire
Additional Loans during the Ramp-Up Period and the Replenishment Period. None
of the proceeds of such Draw shall be used by the Issuer, directly or
indirectly, for the purpose, whether immediate, incidental or ultimate, of
buying or carrying any Margin Stock. No Advance will be secured, directly or
indirectly, by Margin Stock and the Indenture Collateral will not include any
Margin Stock.


(g)           All
representations and warranties made by the Issuer in this Agreement and in
Section 3.25 of the Indenture are true and correct in all material respects, as
if repeated on the date of such Draw or issuance with respect to the facts and
circumstances then existing (except to the extent that any such representation
or warranty refers to a prior specific date).



 13
 






 



 


(h)           Each of this Agreement, the Indenture
and the Class A-1A VFN Notes is in full force and effect.


(i)            All other conditions precedent to
such Draw or issuance set forth in this Agreement and the Indenture have been
satisfied (or waived pursuant to the terms hereof or thereof).


Except for a Draw made as contemplated under Section
4.03, each Draw shall be deemed to constitute a representation and warranty
by the Issuer on the date thereof as to the applicable matters specified in clauses
(a), (b),  (c),  (d),  (f), (g), (h)
and (i) above.


Section 4.03.                Obligations
Unconditional


Notwithstanding the failure to satisfy any of the
conditions in clauses (a), (b),  (e) and (g) of Section
4.02, the Holders shall be obligated to make Advances to the Issuer in
connection with Draws (x) to fund Exposure Amounts relating to Revolving Loans
and Delayed Draw Term Loans or (y) funded by the applicable Holder in
connection with such Holder’s failure to satisfy the Rating Criteria. However,
the obligation of each Holder under this Section 4.03 shall terminate on
the Commitment Termination Date.


Section 4.04.                Draws
Upon Termination of the Replenishment Period


(a)           On the Commitment Termination Date,
the Issuer (or the Servicer on behalf of the Issuer) shall make a Draw Request
in accordance with Section 2.03 hereof in an amount equal to the undrawn
amount of the Maximum Class A-1A VFN Commitment as of such date. The Trustee
will (at the direction of the Servicer and on behalf of the Issuer) upon
receipt of such Draw, deposit into the Class A-1A VFN Funding Account out of
the proceeds of such Draw, an amount determined by the Servicer 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 amounts shall be applied in accordance with the Priority of Payments as
Principal Collections on the following Distribution Date (or, if such amount is
received on a Distribution Date, on such Distribution Date). The Class A-1A VFN
Commitments will terminate immediately after such Draw is made and such funds
are deposited to the Class A-1A VFN Funding Account and, as applicable, the
Principal and Interest Account.


(b)           The Servicer shall fund any Draw
Request received after the end of the Replenishment Period solely from funds
available in the Class A-1A VFN Funding Account.


ARTICLE V
- THE CLASS A-1A VFN AGENT


Section 5.01.                Appointment


Each of the Holders hereby irrevocably appoints the
Class A-1A VFN Agent as its agent and authorizes the Class A-1A VFN Agent to take
such actions on its behalf and to exercise such powers as are delegated to the
Class A-1A VFN Agent by the terms hereof and of the Indenture, together with
such actions and powers as are reasonably incidental thereto.



 14
 






 



 


Section 5.02.                Certain
Duties and Responsibilities


(a)           The Class A-1A VFN Agent undertakes
to perform such duties and only such duties as are specifically set forth in
this Agreement, and no implied covenants or obligations shall be read into this
Agreement against the Class A-1A VFN Agent.


(b)           Upon certificates and other notices
furnished to the Class A-1A VFN Agent and conforming to the requirements of
this Agreement, the Class A-1A VFN Agent may, in the absence of gross
negligence, willful misconduct or bad faith on its part, conclusively rely as
to the truth of the statements and the correctness of the opinions expressed
therein. Neither the Class A-1A VFN Agent nor any of its affiliates, directors,
officers, agents or employees shall be liable for any action taken or not taken
by it in connection herewith (i) with the consent or at the request of the
Holders representing a majority of the Class A-1A VFN Commitments (and to the
extent required under the Transaction Documents, the Issuer or Servicer on
behalf of the Issuer) or (ii) in the absence of its own gross negligence or
willful misconduct. Neither the Class A-1A VFN Agent nor any of its affiliates,
directors, officers, agents or employees shall be responsible or have any duty
to ascertain, inquire or verify: (i) any statement, warranty or representation
made in connection with this Agreement, any of the other Transaction Documents
or any Draw hereunder, (ii) the performance or observation of any of the
covenants or agreements of the Issuer or the Servicer or (iii) the validity, effectiveness
or genuineness of this Agreement, the Indenture or any instrument or writing
furnished in connection herewith. The Class A-1A VFN Agent shall not incur any
liability by acting in reliance upon any notice, consent, certificate,
statement or other writing (which may be a bank wire, fax, electronic messaging
or similar writing) reasonably believed by it to be genuine or signed by the
proper party or parties.


(c)           No provision of this Agreement shall
be construed to relieve the Class A-1A VFN Agent from liability for its own
grossly negligent action, its own grossly negligent failure to act, or its own
willful misconduct, except that:


(i)            this
subsection shall not be construed to limit the effect of clauses (a) and
(b) above;


(ii)           the
Class A-1A VFN Agent shall not be liable for any error of judgment made in good
faith by an officer, unless it shall be proven that the Class A-1A VFN Agent
was grossly negligent in ascertaining the pertinent facts; and


(iii)          no provision of this Agreement shall
require the Class A-1A VFN Agent to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers contemplated
hereunder, if it shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it, unless such risk or liability relates to performance
of its ordinary services under this Agreement.


(d)           For
all purposes under this Agreement, the Class A-1A VFN Agent shall not be deemed
to have notice or knowledge of any Event of Default unless an officer of the
Class



 15
 






 



 


A-1A VFN Agent has actual knowledge thereof or unless
written notice of any event which is in fact such an Event of Default is
received by the Class A-1A VFN Agent.


(e)           Whether or not therein expressly so
provided, every provision of this Agreement relating to the conduct or
affecting the liability of or affording protection to the Class A-1A VFN Agent
shall be subject to the provisions of this Section 5.02. Each Holder
shall, ratably, in accordance with its Class A-1A VFN Commitment (or, if the
Class A-1A VFN Commitments have been terminated or permanently reduced to zero,
the unpaid principal amount of its Advances) indemnify each Indemnified Person
for all Losses not reimbursed by the Issuer pursuant to Section
5.03(a)(iii);  provided that
no Holder shall have such indemnity or reimbursement obligation to the extent
that such loss, liability or expense incurred by the applicable Indemnified
Person arises out of, or in connection with any act or omission of any
Indemnified Person constituting (x) negligence, willful misconduct or bad faith
or (y) a breach of this Agreement.


Section 5.03.                Compensation


(a)           Subject to Section 6.12 the
Issuer agrees:


(i)            to
pay the Class A-1A VFN Agent on each Distribution Date the Class A-1A VFN Agent
Fee for all services rendered by it hereunder;


(ii)           except
as otherwise expressly provided herein, to reimburse the Class A-1A VFN Agent
(subject to any written agreement between the Issuer and the Class A-1A VFN
Agent) forthwith upon its request for all reasonable fees and expenses
(including attorneys’ fees) incurred or made by the Class A-1A VFN Agent in
accordance with any provision of this Agreement; and


(iii)          to indemnify the Class A-1A VFN Agent
and its affiliates, officers, directors, employees and agents (collectively, “Indemnified
Persons”), and to hold them harmless against, any loss, liability or
expense incurred without gross negligence, willful misconduct or bad faith on
their part, arising out of or in connection with the exercise or performance of
any of the Class A-1A VFN Agent’s obligations or duties under this Agreement,
including the reasonable costs and expenses of defending themselves against any
claim or liability in connection therewith (collectively “Losses”);


provided that (x)
such amounts described in clauses (i), (ii) and (iii) above shall be payable on
each Distribution Date only to the extent that funds are available for such
purpose in accordance with the Priority of Payments and (y) any such amounts
that are not paid in full on any Distribution Date shall be deferred and shall
be payable on a subsequent Distribution Date to the extent funds are available
for such purpose in accordance with the Priority of Payments.


(b)           The
Class A-1A VFN Agent shall, subject to Section 6.12 and the Priority of
Payments, receive amounts pursuant to this Section 5.03 and Section 7.05
of the Sale and Servicing Agreement only to the extent that the payment thereof
will not result in an Event of Default, and the failure to pay such amounts to
the Class A-1A VFN Agent shall not, by itself, constitute an Event of Default.
The Class A-1A VFN Agent hereby agrees not to cause the filing of a petition in
bankruptcy against the Issuer for the non-payment to the Class A-1A VFN Agent



 16
 






 



 


of any amounts provided by this Section 5.03
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 the Notes issued under
the Indenture.


Section 5.04.                Resignation
and Removal; Appointment of a Successor


(a)           No resignation or removal of the
Class A-1A VFN Agent and no appointment of a successor Class A-1A VFN Agent
pursuant to this Article V shall become effective until the delivery by
the successor Class A-1A VFN Agent of the acceptance required under Section
5.05.


(b)           The Class A-1A VFN Agent may resign
at any time by giving written notice thereof to the Issuer, the Servicer, the
Holders, the Trustee and each Rating Agency.


(c)           The Class A-1A VFN Agent may be
removed at any time by Holders representing a majority of the Class A-1A VFN
Commitments delivered to the Class A-1A VFN Agent, the Trustee, the Servicer
and to the Issuer.


(d)           If at any time the Class A-1A VFN
Agent shall become incapable of acting or shall be adjudged as bankrupt or
insolvent or a receiver or liquidator of the Class A-1A VFN Agent or of its
property shall be appointed or any public officer shall take charge or control
of the Class A-1A VFN Agent or of all or a substantial part of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then,
in any such case (subject to Section 5.04(e)), (i) the Issuer, by Issuer
Order, shall remove the Class A-1A VFN Agent or (ii) any Holder may, on behalf
of itself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Class A-1A VFN Agent and the appointment of
a successor Class A-1A VFN Agent.


(e)           If the Class A-1A VFN Agent shall
resign, be removed or become incapable of acting, or if a vacancy shall occur
in the office of the Class A-1A VFN Agent for any reason, the Issuer, by Issuer
Order, shall promptly appoint a successor Class A-1A VFN Agent. If the Issuer
shall fail to appoint a successor Class A-1A VFN Agent within 60 days after
such resignation, removal or incapability or the occurrence of such vacancy, a
successor Class A-1A VFN Agent may be appointed at such time by written notice
of the Servicer or Holders representing a majority of the Class A-1A VFN
Commitments delivered to the Issuer and the retiring Class A-1A VFN Agent. The
successor Class A-1A VFN Agent so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Class A-1A VFN Agent and
supersede any successor Class A-1A VFN Agent proposed by the Issuer. If no
successor Class A-1A VFN Agent shall have been so appointed by the Issuer or
the Holders and shall have accepted appointment in the manner hereinafter
provided, any Holder may, on behalf of itself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Class A-1A VFN Agent.


(f)            The Issuer shall give prompt notice
of each resignation and each removal of the Class A-1A VFN Agent and each
appointment of a successor Class A-1A VFN Agent by mailing written notice of
such event by first class mail, postage prepaid, to the Trustee, each Rating
Agency, the Servicer and to the Holders as their names and addresses appear in
the Class



 17















A-1A VFN Note Register. Each notice shall include the
name and address of the successor Class A-1A VFN Agent. If the Issuer fails to
mail such notice within ten days after acceptance of appointment by the
successor Class A-1A VFN Agent, the successor Class A-1A VFN Agent shall cause
such notice to be given at the expense of the Issuer.


Section 5.05.        Acceptance
of Appointment by Successor


Every successor Class
A-1A VFN Agent appointed hereunder shall execute, acknowledge and deliver to
the Issuer and the retiring Class A-1A VFN Agent an instrument accepting such
appointment with immediate effect. Upon delivery of the required instrument,
the resignation or removal of the retiring Class A-1A VFN Agent shall become
effective and such successor Class A-1A VFN Agent, without any other act, deed
or conveyance, shall become vested with all the rights, powers, duties and
obligations of the retiring Class A-1A VFN Agent; save that, upon request of
the Issuer or Holders representing a majority of the Class A-1A VFN Commitments
or the successor Class A-1A VFN Agent, such retiring Class A-1A VFN Agent
shall, upon payment of its fees and expenses then unpaid, execute and deliver
an instrument transferring to such successor Class A-1A VFN Agent all the
rights, powers and trusts of the retiring Class A-1A VFN Agent.


ARTICLE VI - MISCELLANEOUS


Section 6.01.        Notices


Except in the case of
notices and other communications expressly permitted to be given by telephone
or electronic messaging system, all notices and other communications provided
for herein (including each consent, notice, direction or request) shall be in
writing and shall be delivered by hand or overnight courier service or sent by
fax, as follows:


(a)           if to the Issuer, the Servicer or the
Trustee, at its address or fax number set forth in the Indenture;


(b)           if to the Class A-1A VFN Agent, at
its address or fax number set forth on Schedule 2.01 or at such other
address as shall be designated by the Class A-1A VFN Agent in a notice to the
Issuer, each Holder, the Trustee and the Servicer; and


(c)           if to any Holder, at its address or
fax number set forth on Schedule 2.01 (in the case of any Initial
Holder) or in the Assignment and Acceptance delivered by it; or at such other
address as shall be designated by a Holder in a notice to the Issuer, the Class
A-1A VFN Agent, the Trustee and the Servicer.


All notices and other
communications given to any party hereto in accordance with the provisions of
this Agreement shall be deemed to have been given on the date of receipt.


Section 6.02.        Waivers;
Amendments


(a)           No waiver of any provision of this
Agreement or consent to any departure by the Issuer herefrom shall in any event
be effective unless the same shall be permitted by Section 6.02(b) and
the S&P Rating Condition is satisfied with respect thereto, and then such



 18
 








 


waiver or consent shall be effective only in the
specific instance and for the purpose for which given. Without limiting the
generality of the foregoing, the making of an Advance shall not be construed as
a waiver of any Default or Event of Default, regardless of whether the
Servicer, the Trustee, the Class A-1A VFN Agent, any Holder or any other
Noteholder may have had notice or knowledge of such Default or Event of Default
at the time.


(b)           Neither this Agreement nor any
provision hereof may be waived, amended or modified except pursuant to an
agreement or agreements in writing entered into by the Servicer on behalf of
the Issuer and the Class A-1A VFN Agent with the consent of Holders
representing a majority of the Class A-1A VFN Commitments except as otherwise
expressly provided in Section 6.02(b);  provided
that no such agreement shall amend, modify or otherwise affect the rights or
duties of the Trustee or of the Servicer, as applicable, hereunder or in
respect hereof without the prior written consent of the Trustee or of the
Servicer, as applicable. Prior to entering into any amendment, waiver or
modification to this Agreement, the Rating Agency Condition shall be satisfied
with respect thereto. Subject to the foregoing, the Servicer on behalf of the
Issuer shall give written notice to each Rating Agency and the Trustee of any
waiver, amendment or modification of any provision of this Agreement.


(c)           No waiver, amendment or modification
of the Indenture or any other agreement referred to herein or therein to which
the Issuer is a party (other than this Agreement) shall affect any of the
rights or obligations under this Agreement of the parties hereto unless such
waiver, amendment or modification is effected in accordance with the applicable
provisions of this Agreement and the Indenture; provided that no such waiver, amendment or modification
shall increase the Maximum Class A-1A VFN Commitment, or extend the term of any
of the Class A-1A VFN Commitments, or extend the time or waive any requirement
for the reduction or termination of any of the Class A-1A VFN Commitments,
without the consent of each of the Holders.


(d)           A failure or delay in exercising any
right, power or privilege in respect of this Agreement shall not be presumed to
operate as a waiver, and a single or partial exercise of any right, power or
privilege shall not be presumed to preclude any subsequent or further exercise,
of that right, power or privilege or the exercise of any other right, power or
privilege.


Section 6.03.        Successors
and Assigns


(a)           The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and transferees.


(b)           The Issuer may not assign or delegate
any of its rights or obligations under this Agreement without the prior consent
of each Holder, the Class A-1A VFN Agent the Trustee and the Servicer, provided that the Issuer is Granting all
of its rights under this Agreement to the Trustee pursuant to the Indenture. No
Holder may assign or delegate any of its rights or obligations under this
Agreement or under any Class A-1A VFN Notes, except that (i) any Holder may
assign to one or more assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Class A-1A VFN
Commitment and the Advances at the time owing to it); provided that, in either such case, (A)
any assignment by a Holder of less than all of a Class A-1A VFN Note or the
related Class A-1A VFN Commitment



 19
 








 


shall be of the same ratable portion of such Class
A-1A VFN Note and the related Class A-1A VFN Commitment, (B) no such assignment
shall be effected unless all conditions precedent to the transfer of the
relevant Class A-1A VFN Note specified in the Indenture (including such
assignee’s satisfaction of the Rating Criteria) have been satisfied and such
Holder shall have received the prior written consent of the Issuer and the
Servicer to such assignment, and (C) no such assignment shall be effected
unless the parties to such assignment shall have executed and delivered to the
Class A-1A VFN Agent (with a copy to the Trustee, the Servicer and the Holders)
a duly completed Assignment and Acceptance and (ii) any Holder that is entitled
under a Liquidity Facility to borrow loans from, or sell all or a portion of
Class A-1A VFN Notes or interests therein to, Liquidity Providers may assign
its rights hereunder and under the Class A-1A VFN Notes and/or delegate to the
related Liquidity Providers, and such Liquidity Providers may severally agree
to each perform their ratable share (determined in accordance with their
respective Class A-1A VFN Commitments under the relevant Liquidity Facility)
of, all of the Holder’s obligations hereunder or under the Class A-1A VFN
Notes; provided that each related
Liquidity Provider which is a Committed Liquidity Provider either executes and
delivers a signature page hereto or enters into an Assignment and Acceptance
agreeing to be a Committed Liquidity Provider hereunder. Upon acceptance and
recording pursuant to Section 6.03(c), from and after the effective date
specified in each Assignment and Acceptance, the assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Holder or of a Committed
Liquidity Provider, as applicable, under this Agreement, and the assigning
Holder thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of the
assigning Holder’s rights and obligations under this Agreement and in respect
of Class A-1A VFN Notes, such Holder shall cease to be a party hereto).


(c)           Upon its receipt of a duly completed
Assignment and Acceptance executed by an assigning Holder and an assignee
and/or delegee, the Class A-1A VFN Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Class A-1A VFN Note
Register. No such assignment or delevation shall be effective for purposes of
this Agreement unless it has been recorded in the Class A-1A VFN Note Register
as provided in this paragraph.


(d)           Any Holder may at any time Grant a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Holder, including any such Grant to a Federal
Reserve Bank, and this Section 6.03 shall not apply to any such Grant of
a security interest; provided
that no such Grant of a security interest shall release a Holder from any of
its obligations hereunder or substitute any such assignee for such Holder as a
party hereto.


(e)           Notwithstanding anything in Section
6.03(b) to the contrary, any Holder may delegate its obligations hereunder
in respect of any Class A-1A VFN Note held by such Holder to its Liquidity
Providers; provided that (i) each
such Liquidity Provider which is a Committed Liquidity Provider either executes
and delivers a signature page hereto or enters into an Assignment and
Acceptance Agreement pursuant to which it agrees to be a Committed Liquidity
Provider hereunder, (ii) such delegation shall be effected ratably according to
the respective Class A-1A VFN Commitments under the Liquidity Facility of the
Liquidity Providers, (iii) notwithstanding such delegation, such Holder may, in
its sole discretion, continue



 20
 








 


to perform the obligations so delegated (and the
Liquidity Providers shall have no right to perform such obligations in the
event such Holder performs such obligations) and (iv) subject to the
immediately preceding clause (iii), the rights and obligations of the parties
hereto in respect of any Advances made by such Holder hereunder shall not be
affected by such delegation. Any such delegation shall also be subject to the
several agreement of the Liquidity Providers (for the express benefit of such
Holder, the Issuer, the Class A-1A VFN Agent the Servicer and the Trustee) to
be included in their respective Assignment and Acceptance Agreements to perform
all of the obligations of such Holder hereunder delegated to the Liquidity
Providers as provided in the foregoing sentence, with each Liquidity Provider
agreeing to perform only its ratable share of such obligations as so provided. With
respect to Advances made by the Liquidity Providers in accordance with the
delegation provided above, the Liquidity Providers shall be subrogated,
severally and ratably in accordance with their respective Class A-1A VFN
Commitments under the Liquidity Facility, to the rights of the relevant Holder
against the Issuer in respect of the related Class A-1A VFN Note and under the
Indenture.


(f)            Notwithstanding anything in Section
2.01 or Section 6.03(b) to the contrary, if any Holder party hereto
elects to be subject to this Section 6.03(f), then such Holder (unless
it is maintaining a Holder Subaccount as provided in Sections 3.02(d))
shall not be obligated to make Advances hereunder except as provided in Section
2.01(b)(i); provided that
such Holder shall have in effect at all times (unless it is maintaining a Class
A-1A VFN Holder Collateral Account as provided in Sections 3.02(d) for
the full amount of its unfunded Class A-1A VFN Commitment) a Liquidity Facility
with one or more Liquidity Providers pursuant to which such Liquidity Providers
are obligated (ratably according to their respective Class A-1A VFN Commitments
under the Liquidity Facility), to make loans to, or acquire interests in assets
of, such Holder in an aggregate principal amount up to the maximum aggregate
stated principal amount of the Class A-1A VFN Notes held by such Holder (such a
Liquidity Provider a “Committed Liquidity Provider”) and each such
Committed Liquidity Provider has agreed (for the express benefit of such
Holder, the Issuer, the Class A-1A VFN Agent, the Servicer and the Trustee) to
be a Committed Liquidity Provider hereunder by either executing and delivering
a signature page hereto or by entering into an Assignment and Acceptance
Agreement. Notwithstanding the foregoing, such Holder may, in its sole discretion,
elect, from time to time, to fund any Advance requested by the Issuer in
respect of any Class A-1A VFN Note held by such Holder. With respect to
Advances made by the Liquidity Providers under the Liquidity Facility as
contemplated by this Section 6.03(f) at the request of the Issuer on
behalf of such Holder, the Liquidity Providers for such Holder shall be
subrogated, severally and ratably in accordance with their respective Class
A-1A VFN Commitments under the Liquidity Facility, to the rights of such Holder
against the Issuer in respect of the related Class A-1A VFN Notes and under the
Indenture. Any such Holder that elects to enter into a Liquidity Facility as
contemplated by and to be subject to this Section 6.03(f) shall indicate
such Holder’s election on Schedule 2.01 at the time it first becomes a Holder
and shall provide to the Issuer and the Trustees an original executed signature
page to this Agreement (in the case of a Committed Liquidity Provider that
becomes a party hereto on the Closing Date) or an original executed copy of
each Assignment and Acceptance Agreement, in each case, executed by its
Committed Liquidity Providers, with a copy thereof to the Class A-1A VFN Agent
and the Servicer.


(g)           Without limiting the effect of Section
6.03(f), for so long as a Holder is a CP Conduit, and notwithstanding any
provisions contained herein or in the Indenture, such



 21
 








 


Holder shall not, and shall not be obligated to, make
any payments hereunder or under the Indenture (except with respect to funding Draws
as and to the extent required under this Agreement), unless such Holder has
received funds which may be used to make such payment and which funds are not
required to repay its commercial paper notes when due and, after giving effect
to such payment, either (i) the Holder could issue commercial paper notes to
refinance all of such Holder’s outstanding commercial paper notes (assuming
such outstanding commercial paper notes matured at such time) in accordance
with the governing documents governing such Holder’s commercial paper program
or (ii) all of such Holder’s commercial paper notes are paid in full. Any
amount which the Holder does not fund pursuant to the operation of this
paragraph shall not constitute a claim (as defined in Section 101 of the Bankruptcy
Code) against or obligation of such Holder for any such insufficiency.


Section 6.04.        Survival


All covenants,
agreements, representations and warranties made by the Issuer herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other
parties hereto and shall survive the execution and delivery of this Agreement
and the making of any Advances, regardless of any investigation made by any
such other party or on its behalf and notwithstanding that the Trustee, the
Servicer, the Class A-1A VFN Agent or any Holder may have had notice or
knowledge of any Event of Default or incorrect representation or warranty at
the time any credit is extended hereunder, and shall continue in full force and
effect as long as any Class A-1A VFN Note or any amount payable under this
Agreement or the Indenture in respect of any Class A-1A VFN Note is outstanding
and unpaid and so long as the Class A-1A VFN Commitments have not expired or
terminated.


Section 6.05.        Counterparts;
Integration; Effectiveness


This Agreement may be
executed in any number of counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement,
any Liquidity Facility and the Indenture constitute the entire contract among
the parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the
subject matter hereof. Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the
Issuer, the Initial Holders party hereto and when the Issuer shall have
received counterparts hereof which, when taken together, bear the signatures of
each of the other parties hereto, and thereafter shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns. Delivery of an executed counterpart of a signature page of this
Agreement by fax or by electronic messaging shall be effective as delivery of a
manually executed counterpart of this Agreement.


Section 6.06.        Severability


Any provision of this
Agreement held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining



 22
 








 


provisions hereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in
any other jurisdiction.


Section
6.07.        Governing Law;
Jurisdiction; Consent to Service of Process; Waiver of Jury Trial Right.


(a)           THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND THIS AGREEMENT AND ALL MATTERS ARISING OUT OF OR RELATING
IN ANY WAY WHATSOEVER TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR
OTHERWISE) SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.


(b)           Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of the Supreme Court of the State of New York sitting
in New York County and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, in any action
or proceeding arising out of or relating to this Agreement, or for recognition
or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in such New York State or, to
the extent permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Subject to Section 6.12, nothing
in this Agreement shall affect any right that the Class A-1A VFN Agent or any Holder
may otherwise have to bring any action or proceeding relating to this Agreement
against the Issuer or their properties in the courts of any jurisdiction.


(c)           Each of the parties hereto hereby
irrevocably and unconditionally waives, to the fullest extent it may legally
and effectively do so, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Agreement in any court referred to in the first sentence of Section
6.07(b). Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.


(d)           Each party to this Agreement
irrevocably consents to service of process in the manner provided for notices
in Section 6.01. Nothing in this Agreement shall affect the right of any
party to this Agreement to serve process in any other manner permitted by law.


(e)           EACH PARTY TO THIS AGREEMENT HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


Section 6.08.        Benefits
of Indenture and this Agreement


The Issuer hereby
acknowledges and confirms that each representation, warranty, covenant and
agreement made pursuant to the Indenture by it is also made herein to the
Trustee,



 23
 








 


all for the benefit and security of the
Securityholders (including the Holders of the Class A-1A VFN Notes) as provided
in the Indenture.


Nothing in this
Agreement, express or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns and the
Holders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.


Section 6.09.        Headings


Article and Section
headings and the Table of Contents used herein are for convenience of reference
only, are not part of this Agreement and shall not affect the construction of,
or be taken into consideration in interpreting, this Agreement.


Section 6.10.        No
Proceedings


Each of the parties
hereto hereby agrees (which agreement shall, pursuant to the terms of this
Agreement, be binding upon their respective successors and assigns) that they
shall not institute against, or join any other Person in instituting against,
any Holder which is a CP Conduit any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding, or other proceeding under any federal or
state bankruptcy or similar law, for one year and a day (or, if longer, the
applicable preference period then in effect) after the latest maturing
commercial paper note or other debt obligation issued by such Holder is paid, provided that the foregoing shall not
limit the rights of the Issuer to take any such action with respect to any
Liquidity Provider to which the obligations of such Holder have been delegated
in accordance with Section 6.03(e) and (f). The provisions of
this Section 6.10 shall survive the termination of this Agreement.


Section 6.11.        Recourse
Against Certain Parties


No recourse under or with
respect to any obligation, covenant or agreement of any Holder shall be had
against any incorporator, stockholder, affiliate, officer, member, manager,
partner, employee or director of such Holder, as such, by the enforcement of
any assessment, by any legal or equitable proceeding, by virtue of any statute
or otherwise; it being expressly agreed and understood that the agreements of such
Holder contained in this Agreement and all of the other agreements, instruments
and documents entered into by it pursuant hereto or in connection herewith are,
in each case, solely the corporate obligations of such Holder, and that no
personal liability whatsoever shall attach to or be incurred by the any
incorporator, stockholder, affiliate, officer, member, manager, partner,
employee or director of such Holder, as such, or any of them, under or by
reason of any of the obligations, covenants or agreements of such Holder
contained in this Agreement or in any other such instrument, document or
agreement, or which are implied therefrom, and that any and all personal
liability of every such incorporator, stockholder, Affiliate, officer,
employee, member, manager, partner or director of such Holder for breaches by
such Holder of any such obligations, covenants or agreements, which liability
may arise either at common law or at equity, by statute or constitution, or
otherwise, is hereby expressly waived as a condition of and in consideration
for the execution of this Agreement. The provisions of this Section 6.11
shall survive the termination of this Agreement.



 24
 








 


Section 6.12.        Non-Petition;
Non-Recourse Obligations


Each Holder agrees that
it shall not cause the filing of a petition in bankruptcy against the Issuer in
any jurisdiction for any amounts due hereunder 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 the Notes issued under the Indenture. The Class A-1A VFN
Notes and all obligations of the Issuer under this Agreement are non-recourse
obligations of the Issuer. The Class A-1A VFN Notes and all of the other
obligations of the Issuer under this Agreement are payable solely from the Loan
Assets and other Collateral pledged by the Issuer to secure the Notes subject
to the availability of funds for such purpose in accordance with the Priority
of Payments established under the Indenture and, following realization of the
Collateral, any claims against the Issuer shall be extinguished and shall not
thereafter revive. None of the security holders, stockholders, beneficial
owners, members, managers, officers, directors, employees, partners or
incorporators of the Issuer, the Servicer, the Placement Agent, the Trustee,
any of their respective affiliates and any other person or entity shall be
obligated to make payments on the Notes. Consequently, the Holders of the Notes
must rely solely on amounts received in respect of the Loan Assets and other
Collateral pledged to secure the Notes for the payment of principal thereof and
interest, Class A-1A VFN Commitment Fee and all other amounts owing thereon. The
provisions of this Section 6.12 shall survive the termination of this
Agreement.


Section 6.13.        [Reserved]


Section 6.14.        Disclosure


Each Holder and the Class
A-1A VFN Agent shall (subject to the terms of the Indenture including Section
11.01 thereof) be permitted to disclose information (a) to such of its
officers, directors, employees, attorneys and accountants, Liquidity Providers
and rating agencies as need to know such information in connection with its
participation in any of the transactions or the administration of or litigation
concerning this Agreement; (b) to the extent required by applicable laws and
regulations or by any subpoena or similar legal process, or requested by any
governmental authority; (c) to the extent such information (i) becomes publicly
available other than as a result of a breach of this Agreement or the tortious
act of a third party or (ii) becomes available to any such party on a
non-confidential basis; or (d) to the extent that the Issuer shall have
previously consented to such disclosure in writing. Notwithstanding anything to
the contrary herein, all persons may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transactions
described herein and all materials of any kind (including opinions or other tax
analyses) that are provided to such person relating to such tax treatment and
tax structure. This authorization to disclose the tax treatment and tax
structure does not permit disclosure of information identifying the Issuer, the
Servicer or any other party to the transactions contemplated hereby or the pricing
(except to the extent pricing is relevant to tax structure or tax treatment) of
this offering.


Each
of the parties hereby covenants and agrees that:


(a)           Except with respect to the Class A-1A
VFN Holder Collateral Account, it waives any right to set-off and to
appropriate and apply any and all deposits and any other indebtedness at any
time held or owing thereby to or for the credit or the account of Clipper



 25
 








 


Receivables Company, LLC against and on account of the
obligations and liabilities of Clipper Receivables Company, LLC to such party
under this Agreement; and


(b)           notwithstanding anything to the
contrary herein no provision of this Agreement affecting the rights or duties
of Clipper Receivables Company, LLC or a Liquidity Provider for Clipper Receivables
Company, LLC may be amended or waived without the written consent of Clipper
Receivables Company, LLC.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



 26















IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed by their
respective Authorized Officers as of the day and year first above written.


 


	
   

  	
  ARCC COMMERICIAL LOAN TRUST 2006, as

  
	
   

  	
  the Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WILMINGTON TRUST COMPANY, not

  
	
   

  	
   

  	
  in its individual capacity, but solely as

  
	
   

  	
   

  	
  Owner Trustee on behalf of the Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michele C.
  Maria

  
	
   

  	
  Name:

  	
  Michele C. Maria

  
	
   

  	
  Title: 

  	
  Financial
  Services Officer

  



 











 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION, as

  
	
   

  	
  Class A-2 Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joel D.
  Cough

  
	
   

  	
  Name:

  	
  Joel D. Cough

  
	
   

  	
  Title:

  	
  Assistant Vice
  President

  



 











 


	
   

  	
  CLIPPER RECEIVABLES COMPANY LLC, as

  
	
   

  	
  Class A-1A VFN
  Note Holder

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R. Douglas
  Donaldson

  
	
   

  	
  Name:

  	
  R. Douglas
  Donaldson

  
	
   

  	
  Title:

  	
  Treasurer

  



 











 


	
   

  	
  STATE STREET GLOBAL MARKETS, LLC,

  
	
   

  	
  as Administrator
  for Clipper Receivables Company,

  
	
   

  	
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Todd
  Meringoff

  
	
   

  	
  Name:

  	
  Todd Meringoff

  
	
   

  	
  Title:

  	
  Vice President

  



 











 


SCHEDULE 2.01


 


INITIAL
HOLDERS


 


	
  Name of Holder

  	
  Initial Class A-1A  Address
  for Notices

  
	
   

  	
  VFN Commitment

  
	
   

  	
   

  
	
  Sailorlaunch
  & Company, as Beneficiary

  	
  $50,000,000

  
	
  of Clipper
  Receivables Company, LLC

  	
   

  



 


	
  Clipper Receivables Company
  LLC shall not make a Qualified Securitization Pledge

  
	
   

  
	
  Payment
  Instructions:

  
	
   

  
	
  Account Bank:
  State Street Bank

  
	
  ABA#: 011000028

  
	
  Account#:
  00076026

  
	
  Account Name:
  Sailorlaunch & Co.

  
	
  Attn: Income
  Dept

  
	
  Fund BFLM

  
	
  Tax ID#:
  13-4251510

  
	
   

  
	
  CLASS
  A-1A VFN AGENT

  
	
   

  
	
  Address for
  Notices

  
	
   

  
	
  U.S. Bank
  National Association

  
	
  Corporate Trust
  Services

  
	
  One Federal
  Street

  
	
  Boston,
  Massachusetts 02110

  
	
  Attention: CDO
  Unit - ARCC 2006/Class A-1A VFN NPA

  
	
  Facsimile:
  866-386-0156

  



 















 


 


SCHEDULE 3.02


Pursuant to Section 3.02
of the Class A-1A VFN Purchase Agreement to which this Schedule 3.02 is
attached, each Holder (including each Assignee thereof) and each Committed
Liquidity Provider, if any (as if it were deemed to be a Holder hereunder)
hereby makes the acknowledgments, covenants, representations and agreements set
forth below solely with respect to itself:


(1)           The
Holder (a)(i) is a Qualified Institutional Buyer who is acquiring the Notes in
reliance on the exemption from the Securities Act registration provided by Rule
144A thereunder or (ii) is a non-U.S. Person and is acquiring the Class A-1A
VFN Notes in certificated form in an offshore transaction in reliance on the
exemption from the Securities Act registration provided by Regulation S
thereunder and (b) understands the Class A-1A VFN Notes will bear the legend
set forth below.


(2)           The
Holder understands that the Class A-1A VFN Notes are being offered only in a
transaction not involving any public offering in the United States within the
meaning of the Securities Act, the Class A-1A VFN Notes have not been and will
not be registered under the Securities Act, and, if in the future the Holder
decides to offer, resell, pledge or otherwise transfer the Class A-1A VFN
Notes, such Class A-1A VFN Notes may be offered, resold, pledged or otherwise
transferred only in accordance with the legend on such Class A-1A VFN Notes
described herein. The Holder acknowledges that no representation is made by the
Issuer or the Placement Agent as to the availability of any exemption under the
Securities Act or any state securities laws for resale of the Class A-1A VFN
Notes.


(3)           The
Holder understands that an investment in the Class A-1A VFN Notes involves
certain risks, including the risk of loss of a substantial part of its
investment under certain circumstances. The Holder has had access to such
financial and other information concerning the Issuer and the Class A-1A VFN
Notes as it deemed necessary or appropriate in order to make an informed
investment decision with respect to its acquisition of the Class A-1A VFN
Notes, including an opportunity to ask questions of and request information
from the Issuer.


(4)           In
connection with the purchase of the Class A-1A VFN Notes: (i) none of the
Issuer or the Placement Agent is acting as a fiduciary or financial or
investment adviser for the Holder; (ii) the Holder is not relying (for purposes
of making any investment decision or otherwise) upon any advice, counsel or
representations (whether written or oral) of the Issuer or the Placement Agent
other than any in a current offering memorandum for such Class A-1A VFN Notes
and any representations expressly set forth in a written agreement with such
party; (iii) none of the Issuer or the Placement Agent has given to the Holder
(directly or indirectly through any other person) any assurance, guarantee, or
representation whatsoever as to the expected or projected success,
profitability, return, performance, result, effect, consequence, or benefit
(including legal, regulatory, tax, financial, accounting, or otherwise) of its
purchase or the documentation for the Class A-1A VFN Notes; (iv) the Holder has
consulted with its own legal, regulatory, tax, business, investment, financial,
and accounting advisers to the



 1
 






 



 


extent
it has deemed necessary, and it has made its own investment decisions
(including decisions regarding the suitability of any transaction pursuant to
the documentation for the Class A-1A VFN Notes) based upon its own judgment and
upon any advice from such advisers as it has deemed necessary and not upon any
view expressed by the Issuer or the Placement Agent; (v) the Holder has
determined that the rates, prices or amounts and other terms of the purchase
and sale of the Class A-1A VFN Notes reflect those in the relevant market for
similar transactions; (vi) the Holder is purchasing the Class A-1A VFN Notes
with a full understanding of all of the terms, conditions and risks thereof
(economic and otherwise), and it is capable of assuming and willing to assume (financially
and otherwise) those risks; (vii) the Holder is a sophisticated investor
familiar with transactions similar to its investment in the Class A-1A VFN
Notes; and (viii) the purchase of such Class A-1A VFN Notes by the Holder is
within its powers and authority, is permissible under applicable laws governing
such purchase, has been duly authorized by it and otherwise complies with
applicable laws.


(5)           [Reserved].


(6)           Each
Holder of Class A-1A VFN Notes understands that the Class A-1A VFN Notes will bear
a legend to the following effect unless the Issuer determines otherwise in
compliance with applicable law:


“THIS
NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE
SKY LAW OF ANY STATE. 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 REQUIREMENTS OF LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A (A “QIB”) PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING 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 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 IN COMPLIANCE WITH THE SECURITIES ACT
AND OTHER REQUIREMENTS OF LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY
LAWS OF ANY



 2
 






 



 


STATE
OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, (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 STATE SECURITIES LAWS, OR
(5) PURSUANT TO A VALID REGISTRATION STATEMENT. THE PURCHASE OF THIS NOTE WILL
BE DEEMED A REPRESENTATION BY THE ACQUIRER THAT 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”).


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.”


(7)           The Holder will not, at any time,
offer to buy or offer to sell the Class A-1A VFN Notes by any form of general
solicitation or advertising, including, but not limited to, any advertisement,
article, notice or other communication published in any newspaper, magazine or
similar medium or broadcast over television or radio or seminar or meeting
whose attendees have been invited by general solicitations or advertising.


(8)           The Holder is not purchasing the
Class A-1A VFN Notes with a view to the resale, distribution or other
disposition thereof in violation of the Securities Act.


(9)           The Holder has carefully read and
understands the Offering Memorandum, including, without limitation, the “Risk
Factors” Section of the Offering Memorandum, and has based its decision to
purchase the Class A-1A VFN Notes on the information contained therein and not
upon any other information, if any, provided by the Issuer or the Placement
Agent. The Holder has received copies of the Transaction Documents and all
relevant information as it shall have deemed necessary or desirable in order to
make



 3
 






 



 


its investment decision. It understands that the terms
of the transactions contemplated by the Transaction Documents (as set forth in
the Transaction Documents) supercede and replace all terms described or
summarized in any term sheet or the Offering Memorandum previously distributed
to it. The Holder understands that an investment in the Class A-1A VFN Notes
involves certain risks, including the risk of loss of all or a substantial part
of its investment under certain circumstances. The Holder understands that the
Class A-1A VFN Notes will be highly illiquid and are not suitable for
short-term trading.


(10)         The Holder will provide notice to each
Person to whom it proposes to transfer any interest in the Class A-1A VFN Notes
of the transfer restrictions set forth in Section 4.02 of the Indenture,
including the Exhibits referenced in Section 4.02 of the Indenture.


(11)         The Holder understands that the
Indenture permits the Issuer to require any holder of a beneficial interest in
the Notes who is determined not to be either (i) a Qualified Institutional
Buyer or (ii) a non-U.S. Person at the time of acquisition of such Class A-1A
VFN Notes to sell all its right, title and interest in such Class A-1A VFN
Notes to a Person who is either (A) both a Qualified Institutional Buyer or (B)
a non-U.S. Person in a transaction meeting the requirements of Rule 144A or
Regulation S, as applicable.


(12)         The Holder acknowledges that no action
was taken or is being contemplated by the Issuer that would permit a public
offering of the Class A-1A VFN Notes or possession or distribution of the
Offering Memorandum with respect thereto or any amendment thereof or supplement
thereto or any other offering material relating to the Class A-1A VFN Notes in
any jurisdiction where, or in any circumstances in which, action for those
purposes is required. Nothing contained in the Offering Memorandum relating to
the Class A-1A VFN Notes will constitute an offer to sell or a solicitation of
an offer to purchase any Class A-1A VFN Notes in any jurisdiction where it is
unlawful to do so absent the taking of such action or the availability of an
exemption therefrom.


(13)         Each initial Holder and each subsequent
transferee of a Class A-1A VFN Note (or any interest therein) hereby
represents, warrants and covenants that, at the time of its acquisition and
throughout the period of its holding (including, without limitation, the
exercise of any rights thereunder) and disposition of such Class A-1A VFN Note
(or any interest therein), either (a) it is not, and is not directly or
indirectly acquiring or holding the Note or any interest therein for, on behalf
of, or with any assets of, an employee benefit plan or other arrangement
subject to Title I of ERISA, a plan subject to Section 4975 of the Code, or a
plan or other arrangement subject to any federal, state, local, non-U.S. or
other law that is substantively similar to the foregoing provisions of ERISA or
the Code (“Similar Law”).


(14)         The Holder is not a conduit entity
participating in a conduit financing arrangement, within the meaning of Section
7701(1) of the Code or Treasury Regulation financing arrangement. The Holder
shall indemnify the Issuer against any Taxes



 4
 






 



 


imposed on the Issuer due to the IRS finding that the
Holder is a conduit entity participating in a conduit financing arrangement.


(15)         The Holder understands that the Issuer
may require certification acceptable to the Issuer (a) to permit the Issuer to
make payments to it without, or at a reduced rate of withholding or (b) to
enable the Issuer to qualify for a reduced rate of withholding in any
jurisdiction from or through which the Issuer received payments on its assets. It
agrees to provide any such certification that is requested by the Issuer that
is it legally capable of providing and is otherwise consistent with this
Agreement.


(16)         The Holder understands that the Issuer
has the right to request and receive from it additional representations and
undertakings, that it is legally capable of providing, from time to time, as
the Issuer may deem necessary and prudent in order to comply with legal
requirements applicable to the Issuer.


(17)         The Holder acknowledges that the
Issuer, the Placement Agent and others will rely upon the truth and accuracy of
the foregoing acknowledgments, representations and agreements and agrees that
if any of the acknowledgments, representations or agreements made or deemed to
have been made by it by its purchase of the Class A-1A VFN Notes are no longer
accurate, it shall promptly notify the Issuer and the Placement Agent.


(18)         The Holder is a United States Person
(as defined in Section 7701(a)(30) of the Code).



 5














 


 


EXHIBIT A


 


ASSIGNMENT AND ACCEPTANCE


 


Reference is made to the
Class A-1A VFN Purchase Agreement dated as of July 7, 2006 (as modified and
supplemented and in effect from time to time, the “Class A-1A VFN Purchase
Agreement”) between ARCC Commercial Loan Trust 2006, a statutory trust
created and existing under the laws of the State of Delaware (the “Issuer”),
the Holders party thereto and U.S. Bank National Association, as Class A-1A VFN
Agent (the “Class A-1A VFN Agent”), relating to the Class A-1A VFN Notes
issued under the Indenture dated as of July 7, 2006 (as modified and
supplemented and in effect from time to time, the “Indenture”) entered
into by the Issuer and U.S. Bank National Association, as the Trustee.  Terms used but not defined herein have the
respective meanings given to such terms in (or incorporated by reference in)
the Class A-1A VFN Purchase Agreement and in the Indenture.


The Assignor named on the
signature pages hereof (the “Assignor”) hereby sells and assigns to the
Assignee named on the signature pages hereof (the “Assignee”), and the
Assignee hereby purchases and assumes from the Assignor, effective as of the
Assignment Date set forth below, the interests set forth below (the “Assigned
Interest”) in the Assignor’s rights and obligations under the Class A-1A
VFN Purchase Agreement, including, without limitation, the interests set forth
below in the Class A-1A VFN Notes held by (and the related Class A-1A VFN
Commitment of and outstanding principal amount of Advances held by) the Assignor
on the Assignment Date.  The Assignee
hereby acknowledges receipt of a copy of the Class A-1A VFN Purchase Agreement
and the Indenture.  From and after the
Assignment Date (A) the Assignee shall be a party to and be bound by the
provisions of the Class A-1A VFN Purchase Agreement and, to the extent of the
Assigned Interest, have the rights and obligations of a Holder thereunder and
(B) the Assignor shall, to the extent of the Assigned Interest, relinquish its
rights and be released from its obligations under the Class A-1A VFN Purchase
Agreement.  The Assignor hereby
represents and warrants to the Assignee that, as of the Assignment Date, the
Assignor (1) owns the Assigned Interest free and clear of any lien or other
encumbrance and (2) is not aware of any Default or Event of Default under the
Indenture.  The Assignee hereby makes to
the Assignor, the Issuer, the Servicer, the Trustee and the Class A-1A VFN
Agent all of the representations and warranties set forth in Section 3.02 of
the Class A-1A VFN Purchase Agreement (including those made by reference to
Schedule 3.02 thereof).


The Assignee hereof hereby represents and warrants
that it is not subject to Class A-1A VFN Increased Costs as of the date of this
Assignment.


Each of the parties hereby covenants and agrees that
so long as [                                    ]
is the registered owner of the Class A-1A VFN Notes:


(a)           except with respect to the Class A-1A
VFN Holder Collateral Account, it waives any right to set-off and to
appropriate and apply any and all deposits and any other indebtedness at any
time held or owing thereby to or for the credit or the account of [                                           ]
against and on account of the obligations and liabilities of [                                           ]
to such party under this Agreement; and



 A-1
 






 



 


(b)           notwithstanding anything to the
contrary herein no provision of this Agreement adversely affecting the rights
or duties of [                                             ]
or a Liquidity Provider for [                                             ]
may be amended or waived without the written consent of [                                             ].


This Assignment and Acceptance shall be governed by
and construed in accordance with the law of the State of New York.


Legal Name of
Assignor:

Legal Name of Assignee:

Assignee’s Address for Notices:

Fax No.:

Details of electronic messaging system:

Payment Instructions:

Federal Taxpayer ID No. of Assignee:

Effective Date of Assignment (“Assignment Date”):


	
   

  	
   

  	
  Amount Assigned

  	
   

  	
  Amount Retained

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-1A VFN
  Commitment:

  	
   

  	
  U.S.$[                    ]

  	
   

  	
  U.S.$[                    ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Outstanding
  Principal

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Amount of
  Advances:

  	
   

  	
  U.S.$[                    ]

  	
   

  	
  U.S.$[                    ]

  



 


The Assignee [shall/shall
not] make a Qualified Securitization Pledge


[[Name of Holder] elects to be subject to Section
6.03(f) of the Class A-1A VFN Purchase Agreement]


The terms set forth above are hereby agreed to:


[Name of Assignor], as Assignor


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


[Name of Assignee], as Assignee


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 A-2
 






 



 


[                                                  ],


as Committed
Liquidity Provider with regard to


[                                                  ],


as Class A-1A VFN
Note Holder


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 A-3














 


 


EXHIBIT B


 


FORM OF DRAW REQUEST

(Advances)


 


[Date]


 


U.S. Bank National
Association

One Federal Street, 3rd Floor

Boston, Massachusetts 02110

Attention:  ARCC 2006-1


Re:          Class
A-1A VFN Purchase Agreement dated as of July 7, 2006


Ladies and Gentlemen:


This Draw Request is
delivered to you pursuant to Sections 2.03 of that certain Class A-1A
VFN Purchase Agreement dated as of July 7, 2006 (as modified and supplemented
and in effect from time to time, the “Class A-1A VFN Purchase Agreement”)
between ARCC Commercial Loan Trust 2006, a statutory trust created and existing
under the laws of the State of Delaware (the “Issuer”), the Holders party
thereto and U.S. Bank National Association, as Class A-1A VFN Agent (the “Class
A-1A VFN Agent”).  Capitalized terms
used but not defined herein shall have the respective meanings given to such
terms in (or incorporated by reference in) the Class A-1A VFN Purchase
Agreement, the Sale and Servicing Agreement and the Indenture.


1.                                       The
Issuer hereby requests a Draw in the principal amount of $                     
on                             ,
20    , which date shall be the Draw Date.


(i)            The
amount of [Holder’s] Advance pursuant to the requested Draw is $                     .


(ii)           The amount
of [Holder’s] Advance pursuant to the requested Draw is $                     .


(iii)          The
amount of [Holder’s] Advance pursuant to the requested Draw is $                     .


2.                                       The
Aggregate Outstanding Principal Balance for all Notes as of the date above is $                     .


3.                                       The
Aggregate Outstanding Loan Balance as of the date above is $                     .


4.                                       The
Outstanding Principal Balance of the Class A-1A VFN Notes prior to the
requested Draw is $                     .


5.                                       The
Outstanding Principal Balance of the Class A-1A VFN Notes after the Advances
listed in clause 1 have been made shall be $                     .



 B-1
 






 



 


6.                                       The
Issuer hereby requests that the Advances be made on and as of the Draw Date.


7.                                       The
amount needed to cause the Class A-1A VFN Funding Test to be satisfied is $                     .


8.                                       All
of the conditions applicable to the Advance requested herein as set forth in
the Class A-1A VFN Purchase Agreement have been satisfied as of the date hereof
and will remain satisfied to the date of such Advance.


IN WITNESS WHEREOF, the undersigned have executed this
Draw Request this        day of                   ,
2006.


	
  

  	
  ARCC COMMERCIAL LOAN TRUST 2006,

  
	
   

  	
  as the Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington Trust Company, not in its individual
  capacity, but solely as Owner Trustee on behalf of the Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 B-2