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 OR A "PLAN" AS DEFINED IN AND SUBJECT TO SECTION
4975 OF THE CODE (A "BENEFIT PLAN").
FURTHER, THIS CERTIFICATE MAY BE
TRANSFERRED ONLY TO A UNITED STATES PERSON WITHIN THE MEANING OF SECTION
7701(a)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
THIS CERTIFICATE IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY.
NO CERTIFICATE MAY BE ACQUIRED OR OWNED BY ANY PERSON THAT IS CLASSIFIED FOR
U.S. FEDERAL INCOME TAX PURPOSES AS A PARTNERSHIP, SUBCHAPTER S CORPORATION OR
GRANTOR TRUST UNLESS SUCH PERSON REPRESENTS IN WRITING THAT (I) THE VALUE OF THE
CERTIFICATES AND CLASS E NOTES PROPOSED TO BE TRANSFERRED TO SUCH PERSON,
TOGETHER WITH THE VALUE OF ANY CERTIFICATES AND TRUST CERTIFICATES ALREADY HELD
BY SUCH PERSON, WILL NOT CONSTITUTE SUBSTANTIALLY ALL OF THE VALUE OF THE ASSETS
OF SUCH PERSON AND (II) SUCH PERSON IS NOT PART OF ANY ARRANGEMENT THE PRINCIPAL
PURPOSE OF WHICH IS TO CAUSE THE CERTIFICATES AND CLASS E NOTES TO BE TREATED AS
OWNED BY 100 PERSONS OR LESS WITHIN THE MEANING OF TREAS. REG. § 1.7704
1(H)(1)(II).
NO CERTIFICATE (OR INTEREST THEREIN) MAY BE ACQUIRED BY ANY PERSON UNLESS SUCH
PERSON REPRESENTS THAT IT HAS NOT ACQUIRED THE CERTIFICATES PURSUANT TO A TRADE
ON AN "ESTABLISHED SECURITIES MARKET" AND AGREES THAT IT WILL NOT TRADE ANY
CERTIFICATES ON AN "ESTABLISHED SECURITIES MARKET." FOR THIS
A-1-1
PURPOSE, THE TERM "ESTABLISHED SECURITIES MARKET" INCLUDES ANY NATIONAL
SECURITIES EXCHANGE REGISTERED UNDER SECTION 6 OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, OR EXEMPTED FROM REGISTRATION BECAUSE OF THE LIMITED VOLUME;
ANY FOREIGN SECURITIES EXCHANGE THAT, UNDER THE LAWS OF THE JURISDICTION WHERE
IT IS ORGANIZED, SATISFIES REGULATORY REQUIREMENTS THAT ARE ANALOGOUS TO THE
REGULATORY REQUIREMENTS IMPOSED UNDER THE SECURITIES EXCHANGE ACT OF 1934; ANY
REGIONAL OR LOCAL EXCHANGE; AND ANY INTERDEALER QUOTATION SYSTEM THAT REGULARLY
DISSEMINATES FIRM BUY AND SELL QUOTATIONS BY IDENTIFIED BROKERS OR DEALERS, BY
ELECTRONIC MEANS OR OTHERWISE.
NO TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION OF ONE OR MORE CERTIFICATES (A
"TRANSFER") SHALL BE MADE UNLESS SIMULTANEOUSLY WITH THE TRANSFER (1) A
PROPORTIONATE AMOUNT OF CLASS E NOTES ARE TRANSFERRED SO THAT THE PERCENTAGE
INTEREST OF THE CERTIFICATES SO TRANSFERRED EQUALS THE PERCENTAGE INTEREST OF
THE CLASS E NOTES SO TRANSFERRED, (2) THE TRANSFERS OF THE CERTIFICATES AND
CLASS E NOTES REFERRED TO HEREIN ARE MADE TO THE SAME PERSON AND (3) THE
PERCENTAGE INTEREST OF THE CERTIFICATES AND CLASS E NOTES, RESPECTIVELY, SO
TRANSFERRED IS NO LESS THAN TEN (10%) PERCENT.
A-1-2
NUMBER
CUSIP NO.
PERCENTAGE INTEREST:
ARCC COMMERCIAL LOAN TRUST 2006
CERTIFICATE
Evidencing a beneficial ownership interest in the Trust, as defined below, the
property of which includes primarily the Loans transferred to the Trust by ARCC
CLO 2006 LLC.
(This Certificate does not represent an interest in or obligation of ARCC CLO
2006 LLC, Ares Capital Corporation