change whatsoever.
A-5-8
EXHIBIT A-6
[FORM OF CLASS B NOTE]
ARCC Commercial Loan Trust 2006
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY SECURITIES OR BLUE SKY LAW
OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE HOLDER HEREOF, BY
PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A") TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF
REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM
THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (2) IN CERTIFICATED DEFINITIVE FORM TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" (WITHIN THE MEANING OF RULE 501(a)(1) - (3) OR
(7) UNDER THE SECURITIES ACT) PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION
IN VIOLATION OF THE SECURITIES ACT, IN EACH CASE, SUBJECT TO (A) THE RECEIPT BY
THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND
(B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS MADE IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS AND IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES AND SECURITIES AND BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903
OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO ANOTHER
EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES AND BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES, OR (5) PURSUANT TO A VALID REGISTRATION STATEMENT COMPLIANT
WITH THE REQUIREMENTS OF THE SECURITIES ACT.
THE PURCHASE OF THIS NOTE WILL BE
DEEMED A REPRESENTATION BY THE ACQUIRER THAT EITHER:
(I) IT IS NOT, AND IS NOT
ACQUIRING OR HOLDING THIS NOTE, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR WITH ANY
ASSETS OF, AN "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF ERISA THAT
IS SUBJECT TO TITLE I OF ERISA, A "PLAN" DESCRIBED IN AND SUBJECT TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")
(COLLECTIVELY, A "PLAN"), OR OTHER PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL,
STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW"); OR (II) ITS ACQUISITION AND
HOLDING OF THIS NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
A-6-1
TRANSACTION FOR PURPOSES OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, OR
OTHER PLAN OR A VIOLATION OF SIMILAR LAW.
[IF HELD BY DTC] [UNLESS THIS NOTE IS PRESENTED